BROOKFIELD INVESTMENT FUNDS
Brookfield Global Listed Infrastructure FundBrookfield Global Listed Real Estate FundBrookfield Global Renewables & Sustainable Infrastructure FundCenter Coast Brookfield Midstream Focus Fund
Oaktree Emerging Markets Equity Fund
Dear Shareholder:
You are receiving this notice because you are a shareholder in one or moreof the funds listed above (the “Funds”), each of which is a series of Brookfield
Investment Funds (the “Trust”). Your Fund’s Board of Trustees is requesting
your vote on a proposal regarding the Trust that will be presented toshareholders at a Special Meeting of Shareholders to be held on June 20, 2024
(the “Meeting”). We encourage you to read the Questions and Answers section
at the beginning of the enclosed Proxy Statement as well as the entire Proxy
Statement, which describes the proposal to be presented at the Meeting. At the
Meeting, shareholders of all the Funds will be asked to elect two (2) Trustees
to serve on the Board of Trustees until their resignation, retirement, death orremoval or until their respective successors are duly elected and qualified (the“Proposal”).
Your vote is important to us. Please take a few minutes to review theenclosed Proxy Statement and complete, sign, date and return the enclosed
proxy card(s), or vote your shares by internet or telephone, as describedon the enclosed proxy card(s), unless you plan to attend the Meeting. Your
Fund’s Board of Trustees has unanimously approved the Proposal andurges you to vote “FOR” the election of each Trustee nominee in the
Proposal.
If you have any questions about the Proposal, please call (800) 399-1581.
Thank you for your response and we look forward to preserving your trust
as a valued shareholder.
Sincerely,/s/ Craig Ruckman
Craig Ruckman
Secretary
Brookfield Investment Funds

BROOKFIELD INVESTMENT FUNDS
Brookfield Global Listed Real Estate FundClass A – (BLRAX)Class C – (BLRCX)Class I – (BLRIX)
Brookfield Global Listed Infrastructure FundClass A – (BGLAX)Class C – (BGLCX)Class I – (BGLIX)
Brookfield Global Renewables & Sustainable Infrastructure FundClass A – (GRSAX)Class C – (GRSCX)Class I – (GRSIX)
Center Coast Brookfield Midstream Focus FundClass A – (CCCAX)Class C – (CCCCX)Class I – (CCCNX)
Oaktree Emerging Markets Equity FundClass A – (OEQAX)Class C – (OEQCX)Class I – (OEQIX)
Brookfield Place
225 Liberty Street, 35th Floor
New York, New York 10281-1023
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
to be held on June 20, 2024
Notice is hereby given that a Special Meeting of Shareholders of
Brookfield Investment Funds (the “Trust,” each separate series thereof, a“Fund”) will be held at the offices of the Funds’ investment adviser, Brookfield
Public Securities Group LLC, at Brookfield Place, 225 Liberty Street,
35th Floor, New York, New York 10281-1023, on Thursday, June 20, 2024, at
8:45 a.m. Eastern Time (together with any adjournments or postponements
thereof, the “Meeting”). The Meeting is being held for the following purposes:
1.

To elect two (2) Trustees to the Board of Trustees.

2.

To transact any other business that may properly come before theMeeting or any adjournment or postponement thereof.

Shareholders of all Funds will vote together as a single class on the
Proposal.
The Board of Trustees of the Funds, including all of the independent
trustees, recommends that you vote “FOR” the election of each trustee
nominee identified in the proposal.
The Board of Trustees has fixed the close of business on April 30, 2024,
as the record date for the determination of shareholders entitled to notice of,and to vote at, the Meeting.
The Meeting will be held in a virtual meeting format only. Shareholders
will not be able to attend the Meeting in person. In order to participate in andvote at the Meeting, shareholders of record as of the close of business on April 30,
2024 (the “Record Date”) need to register for the Meeting. If you owned shares
as of the Record Date and wish to participate in the Meeting, you must email
Equiniti Trust Company, LLC (“Equiniti”) at attendameeting@equiniti.com, inorder to register to attend the Meeting, obtain the credentials to access the
Meeting, and verify that you were a shareholder on the Record Date. If you are arecord owner of shares, please have your 15-digit control number on your proxycard available when you call or include it in your email. You may vote during theMeeting by following the instructions that will be available on the Meetingwebsite during the Meeting.
If you hold your shares through an intermediary, such as a bank or broker,
as of the Record Date, you must provide a legal proxy from that institution inorder to vote your shares at the Meeting. You may forward an email from yourintermediary or attach an image of your legal proxy and transmit it via email toEquiniti at attendameeting@equiniti.com and you should label the email “Legal
Proxy” in the subject line. If you hold your shares through an intermediary asof the Record Date and wish to attend, but not vote at, the Meeting, you mustverify to Equiniti that you owned shares as of the Record Date through an
account statement or some other similar means.
Requests for registration must be received by Equiniti no later than 5:00 p.m.,
Eastern Time, on June 19, 2024. You will then receive a confirmation email from
Equiniti of your registration and a control number that will allow you to vote at
the Meeting.
Shareholders of record as of the close of the Record Date are entitled to
notice of, and to vote at, the Meeting or any adjournment or postponement
thereof. You are being asked to participate at the Meeting either virtually or byproxy. If you attend the Meeting and are a shareholder of record as of the closeof business on the Record Date, you may vote your Shares at the Meeting.
Regardless of whether you plan to attend the Meeting, please complete, date,sign and return promptly in the enclosed envelope the accompanying proxy.
This is important to ensure a quorum at the Meeting.

In addition to authorizing a proxy to vote by mail, you may also authorize
a proxy to vote your Shares via the internet or telephone, as follows:
To vote by the internet:(1) Read the Proxy Statement and have the enclosed proxy card at
hand.
(2) Go to the website that appears on the enclosed proxy card.
(3) Enter the control number set forth on the enclosed proxy card andfollow the simple instructions.
To vote by telephone:(1) Read the Proxy Statement and have the enclosed proxy card at
hand.
(2) Refer to the toll-free number that appears on the enclosed proxycard.
(3) Follow the instructions.
We encourage you to authorize a proxy to vote your Shares via the internet
using the control number that appears on your enclosed proxy card. Use ofInternet voting will reduce the time and costs associated with this proxysolicitation. Whichever method you choose, please read the enclosed Proxy
Statement carefully before you vote. If you should have any questions about
this Notice or the proxy materials, we encourage you to call us at(800) 399-1581.
By Order of the Board of Trustees,/s/ Craig Ruckman
Craig Ruckman
Secretary
May 28, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF
PROXY MATERIALS FOR THE SHAREHOLDER MEETINGTO BE HELD ON JUNE 20, 2024.
The Notice of Special Meeting, Proxy Statement and Form of Proxy areavailable at https://vote.proxyonline.com/brookfield/docs/oef.pdf. For more
information, shareholders may contact the Funds at (800) 399-1581.
WE NEED YOUR PROXY VOTE IMMEDIATELY.
YOU MAY THINK YOUR VOTE IS NOT IMPORTANT, BUT IT IS
VITAL. AT THE MEETING OF SHAREHOLDERS, THE FUND WILL
BE UNABLE TO CONDUCT ANY BUSINESS IF LESS THAN
ONE-THIRD OF THE VOTES ENTITLED TO BE CAST ARE
REPRESENTED. IN THAT EVENT, THE MEETING MAY BE
ADJOURNED AND THE TRUST, AT THE SHAREHOLDERS’
EXPENSE, WOULD CONTINUE TO SOLICIT VOTES IN AN
ATTEMPT TO ACHIEVE A QUORUM. CLEARLY, YOUR VOTE
COULD BE CRITICAL TO ENABLE THE TRUST TO HOLD THE
MEETING AS SCHEDULED, SO PLEASE RETURN YOUR PROXYCARD IMMEDIATELY. YOU AND ALL OTHER SHAREHOLDERS
WILL BENEFIT FROM YOUR COOPERATION.

This page intentionally left blankInstructions for Signing Proxy Cards
The following general rules for signing proxy cards may be of assistanceto you and may avoid the time and expense to the Trust involved in validating
your vote if you fail to sign your proxy card properly.
1. Individual Account. Sign your name exactly as it appears in theregistration on the proxy card.
2. Joint Account. Either party may sign, but the name of the party
signing should conform exactly to the name shown in the registration on theproxy card.
3. All Other Accounts. The capacity of the individual signing the proxycard should be indicated unless it is reflected in the form of registration. For
example:Registration

Valid Signature

Corporate Accounts
(1)
(2)
(3)
(4)

ABC Corp.
ABC Corp.
ABC Corp. c/o John Doe, Treasurer
ABC Corp. Profit Sharing Plan

ABC Corp.
John Doe, Treasurer
John DoeJohn Doe, Trustee

Trust Accounts(1) ABC Trust(2) Jane B. Doe, Trustee u/t/d 12/28/78

Jane B. Doe, Trustee
Jane B. Doe

Custodial or Estate Accounts(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr.
UGMA(2) Estate of John B. Smith

John B. Smith

John B. Smith, Jr., Executor

YOUR VOTE IS IMPORTANT, PLEASE AUTHORIZE A PROXY TO
VOTE YOUR SHARES PROMPTLY, NO MATTER HOW MANYSHARES YOU OWN.

1QUESTIONS AND ANSWERS
Why am I receiving this Proxy Statement?
Shareholders of the Funds are being asked to consider and vote on a
proposal to elect two (2) Trustees to the Board of Trustees (the “Board” or the“Trustees”) of the Trust (the “Proposal”). The current Trustees, a majority ofwhom are not “interested persons” (as defined in the Investment Company Act
of 1940, as amended (the “1940 Act”)), have unanimously recommended thateach proposed individual be submitted to the Trust’s shareholders for election
at the special meeting of shareholders (the “Meeting”). The 1940 Act requires
a certain percentage of the Trustees of the Trust to have been elected byshareholders and that such elections occur before the Board can appoint any
new Trustee to fill vacancies or expand the Board. The Board recommends thatyou vote for the Proposal in order to elect two (2) Trustees to the Trust’s Board
that were recently appointed to the Board, and to facilitate future compliancewith the requirements of the 1940 Act. On April 30, 2024, you owned shares ofbeneficial interest (“Shares”) of a Fund or Funds of the Trust and, as a result,
have a right to vote on the Proposal.
What proposals am I being asked to vote on?
You are being asked to vote on the Proposal to elect two (2) Trustees,
Mr. Brian F. Hurley and Ms. Betty A. Whelchel (the “Trustee Nominees” or“Nominees”), to the Board of Trustees. The Proxy Statement describes the
Proposal in more detail.
Why am I being asked to elect Trustees?
The Trust and each Fund are governed by the Board. Although the Board
can ordinarily appoint new trustees without a shareholder vote, the 1940 Act
requires a certain percentage of the Trustees of the Trust to have been electedby shareholders and that such elections occur before the Board can appoint any
new Trustee to fill vacancies or expand the Board. To facilitate futureappointments to the Board to fill vacancies or expand the Board, the Board isrecommending that shareholders of each Fund elect to the Board: (i) Mr. Hurley,
who is an “interested person” (as such term is defined in the 1940 Act) of theFunds (an “Interested Trustee”); and (ii) Ms. Whelchel, who is not an“interested person” (as such term is defined in the 1940 Act) of the Funds (an“Independent Trustee”). Mr. Hurley currently serves on the Board asan “Interested Trustee,” and Ms. Whelchel currently serves on the Board as an“Independent Trustee” under the 1940 Act.
When will the new Trustees take office?
Mr. Hurley and Ms. Whelchel are currently serving as Trustees on the
Board and are expected to continue serving as Trustees regardless of whether
they are elected by shareholders at the Meeting.
2

What role does the Board play?
The Trustees serve as your representatives. They are fiduciaries and havean obligation to serve the best interests of shareholders. The Trustees review
each Fund’s performance, oversee the Trust and the Funds’ activities, and review
contractual arrangements with companies that provide services to the Trust andFunds.
Do Trustees receive compensation for their services?
Each Independent Trustee receives compensation for his or her service on
the Board. The Interested Trustees do not receive compensation for their service
on the Board. The Proxy Statement provides details about each Nominee andcompensation to be paid to the Independent Trustees.
Who is paying for my shareholder meeting and Proxy Statement?
The Funds will bear the costs, fees and expenses incurred in connection
with the Proxy Statement. Brookfield Public Securities Group, LLC (the“Adviser” or “Brookfield”), the investment adviser to each Fund with the
exception of the Oaktree Emerging Markets Equity Fund, and Oaktree Fund
Advisors, LLC (“Oaktree”), the investment adviser to the Oaktree Emerging
Markets Equity Fund, have contractually agreed to limit certain expenses of
the Fund(s) as part of operating expense limitation agreements and to the extent
that such an agreement applies to a Fund, either Brookfield or Oaktree, as thecase may be, will indirectly pay the proxy costs incurred by that Fund.
Who is eligible to vote?
Any person who owned shares of the Fund(s) in the Trust on the “Record
Date,” which was April 30, 2024 (even if that person has since sold thoseshares).
What is the required vote?
If a quorum is present, a plurality of all the votes cast shall be sufficient
to approve the Proposal. A “plurality of votes cast” means that those Nominees
receiving the two highest numbers of affirmative votes cast, whether or not
such votes constitute a majority, will be elected at the Meeting. For purposes ofelecting Trustees, not voting or withholding your vote by voting “abstain” (ora direction to your broker, bank or other nominee to withhold your vote, called
a “broker non-vote”) is not counted as a vote cast, and therefore will have noeffect on the outcome of the election of Trustees.
I have only a few shares – does my vote matter?
Your vote is important. If many shareholders choose not to vote, the Trustmight not receive enough votes to reach a quorum to hold the Meeting. If it
appears that there will not be a quorum, the Trust would have to send additional
mailings or otherwise solicit shareholders to try to obtain more votes.
3How does the Board suggest I vote in connection with the Proposal?
The current members of the Board, including all of the Independent
Trustees, recommend that you vote in favor of the Proposal.
How do I vote my Shares?
You can vote in any of the following ways:
Internet: Have your proxy card available. Vote on the internet by accessing
the website address on your proxy card. Enter your control number from yourproxy card. Follow the instructions found on the website;
Telephone: Have your proxy card available. You may vote by telephone bycalling the number on your proxy card. Enter the control number on the proxycard and follow the instructions provided (A confirmation of your telephone
vote will be mailed to you.);
Mail: Vote, sign, date and return the enclosed proxy card in the enclosed
postage-paid envelope.
When and where will the Meeting be held?
The Meeting will be held on June 20, 2024, at 8:45 a.m. Eastern Time.
The Meeting will be held in a virtual meeting format only. Shareholders will
not be able to attend the Meeting in person. If you owned shares as of theRecord Date and wish to participate in the Meeting, you must email Equiniti
Trust Company, LLC (“Equiniti”) at attendameeting@equiniti.com, in orderto register to attend the Meeting, obtain the credentials to access the Meeting,and verify that you were a shareholder on the Record Date. If you are a record
owner of shares, please have your 15-digit control number on your proxy card
available when you call or include it in your email. You may vote during theMeeting by following the instructions that will be available on the Meetingwebsite during the Meeting.
If you hold your shares through an intermediary, such as a bank or broker,
as of the Record Date, you must provide a legal proxy from that institution inorder to vote your shares at the Meeting. You may forward an email from yourintermediary or attach an image of your legal proxy and transmit it via email toEquiniti at attendameeting@equiniti.com and you should label the email “Legal
Proxy” in the subject line. If you hold your shares through an intermediary asof the Record Date and wish to attend, but not vote at, the Meeting, you mustverify to Equiniti that you owned shares as of the Record Date through an
account statement or some other similar means.
Requests for registration must be received by Equiniti no later than
5:00 p.m., Eastern Time, on June 19, 2024. You will then receive a confirmation
email from Equiniti of your registration and a control number that will allow
you to vote at the Meeting.
4

Whom should I call for more information about the Proxy Statement?
For more information regarding the Proxy Statement for the Meeting,please call (800) 399-1581.

5

May 28, 2024
BROOKFIELD INVESTMENT FUNDS
Brookfield Global Listed Real Estate FundClass A – (BLRAX)Class C – (BLRCX)Class I – (BLRIX)
Brookfield Global Listed Infrastructure FundClass A – (BGLAX)Class C – (BGLCX)Class I – (BGLIX)
Brookfield Global Renewables & Sustainable Infrastructure FundClass A – (GRSAX)Class C – (GRSCX)Class I – (GRSIX)
Center Coast Brookfield Midstream Focus FundClass A – (CCCAX)Class C – (CCCCX)Class I – (CCCNX)
Oaktree Emerging Markets Equity FundClass A – (OEQAX)Class C – (OEQCX)Class I – (OEQIX)
Brookfield Place
225 Liberty Street, 35th Floor
New York, New York 10281-1023
SPECIAL MEETING OF SHAREHOLDERS
to be held on June 20, 2024
PROXY STATEMENT
This is a Proxy Statement for the above listed funds (each, a “Fund” andcollectively, the “Funds”), each of which is a series of Brookfield Investment
Funds (the “Trust”). Proxies for a Special Meeting of Shareholders of each
Fund are being solicited by the Board of Trustees (the “Board,” “Board ofTrustees” or the “Trustees”) of the Trust to approve a proposal that has alreadybeen approved by the Board.
6

The Meeting has been called for the following purposes:
1.

To elect two (2) Trustees to the Board of Trustees.

2.

To transact any other business that may properly come before theMeeting or any adjournment or postponement thereof.

The Special Meeting of Shareholders will be held virtually at the officesof the Funds’ investment adviser, Brookfield Public Securities Group LLC, at
Brookfield Place, 225 Liberty Street, 35th Floor, New York, New York 10281-1023,
on Thursday, June 20, 2024 at 8:45 a.m. Eastern Time (together with any
adjournments or postponements thereof, the “Meeting”). As noted,
Shareholders will not be able to attend the Meeting in person.
All properly executed proxies received prior to the Meeting will be voted
at the Meeting in accordance with the instructions marked on the proxy card.
Unless instructions to the contrary are marked on the proxy card, proxies
submitted by holders of the Funds’ shares of beneficial interest (“Shares”) will
be voted “FOR” the Proposal. The persons named as proxy holders on theproxy card will vote in their discretion on any other matters that may properly
come before the Meeting or any adjournments or postponements thereof. Any
shareholder executing a proxy has the power to revoke it prior to its exercise bysubmission of a properly executed, subsequently dated proxy, by voting inperson, or by written notice to the Secretary of the Trust (addressed to theSecretary of the Funds, Brookfield Place, 225 Liberty Street, 35th Floor,
New York, New York 10281-1023). However, attendance at the Meeting, byitself, will not revoke a previously submitted proxy. Unless the proxy is revoked,
the Shares represented thereby will be voted in accordance with specifications
therein.
Only shareholders or their duly appointed proxy holders can attend theMeeting and any adjournment or postponement thereof. Photographic
identification and proof of ownership will be required for admission to the
Meeting. For directions to join the virtual meeting, please contact the Funds at(800) 399-1581. If you are planning to attend the Meeting, please RSVP tofunds@brookfield.com at least one day prior to the Meeting. If a broker orother nominee holds your Shares and you plan to attend the Meeting, you should
bring a recent brokerage statement showing your ownership of the Shares, aswell as a form of personal identification. If you are a beneficial owner and plan
to vote at the Meeting, you should also bring a proxy card from your broker.
The record date for determining shareholders entitled to notice of, and tovote at, the Meeting and at any adjournment or postponement thereof has been
fixed at the close of business on April 30, 2024 (the “Record Date”), and eachshareholder of record at that time is entitled to cast one vote for each full Share,
and a proportionate fractional vote for each fractional Share, registered in his

7

or her name. As of the Record Date, the following number of Shares were
outstanding and entitled to be voted:
Fund
Brookfield Global Listed Real Estate FundBrookfield Global Listed Infrastructure FundBrookfield Global Renewables & Sustainable
Infrastructure FundCenter Coast Brookfield Midstream Focus Fund
Oaktree Emerging Markets Equity Fund

Number of Shares
23,131,370.17
18,945,117.51

Total

5,126,907.80
183,223,811.50
33,858,296.98
264,285,503.96

You should read the entire Proxy Statement before voting. If you have any
questions, please contact the Funds at (800) 399-1581. The Proxy Statement,
Notice of Special Meeting and the proxy card(s) are first being mailed toshareholders on or about May 28, 2024.
The most recent Annual and Semi-Annual Reports for the Funds, including
financial statements, previously have been furnished to shareholders. If you
would like to receive additional copies of these reports free of charge, pleasewrite to the Brookfield Investment Funds, c/o U.S. Bancorp Fund Services,
LLC, P.O. Box 701, Milwaukee, Wisconsin 53201-0701 or call toll-free at
1-855-244-4859. The reports also are available on the Funds’ website atwww.publicsecurities.brookfield.com and the website of the Securities andExchange Commission (the “SEC”) at www.sec.gov.
PROPOSAL: ELECTION OF TRUSTEES
Shareholders of the Funds are being asked to consider and vote on a
proposal to elect two (2) Trustees to the Board of Trustees (the “Board” or the“Trustees”) of the Trust (the “Proposal”). The proposed individuals standingfor election at the Meeting, Mr. Brian F. Hurley and Ms. Betty Whelchel (the“Trustee Nominees” or “Nominees”), currently serve as Trustees of the Trust.
At a meeting of the Board of Trustees held on February 21-22, 2024 (the“February Board Meeting”), Mr. David W. Levi resigned as a Trustee of theTrust, effective March 29, 2024. Mr. Levi served as a Trustee of the Trust since2017, and was an “interested person” (as such term is defined in the Investment
Company Act of 1940, as amended (the “1940 Act”)) of the Trust (an“Interested Trustee”). At the February Board Meeting, the Board considered
and approved the appointment of Mr. Brian F. Hurley to serve as an Interested
Trustee of the Trust, effective March 29, 2024, filling the vacancy created by
Mr. Levi’s resignation. Mr. Hurley has served as President of the Trust
since 2014. In addition, the Board previously approved the appointment of
Ms. Betty A. Whelchel, who is not considered an “interested person” (as such8

term is defined in the 1940 Act) of the Trust (an “Independent Trustee”), toserve as an Independent Trustee of the Trust, effective January 1, 2024. Since
her appointment, Ms. Whelchel has served as an Independent Trustee of theTrust, and a member of the Audit and Nominating and Compensation
Committees.
The Trustee Nominees have consented to stand for election and to continue
to serve if elected. If elected, the Trustee Nominees will each hold office until
his or her resignation, retirement, death or removal or until his or her respective
successor is duly elected and qualified.

*

*

*

As described above, there are two (2) Trustee Nominees for election to
the Board at this time. If a quorum is present, a plurality of all the votes castshall be sufficient to approve the Proposal.
The Board of Trustees recommends that the shareholders vote “FOR”
the election of each Trustee Nominee in the Proposal.
Information about the Nominees
The Trustee Nominees and their backgrounds are shown on the following
pages. This information includes each Trustee Nominee’s name, age, principal
occupation(s) during the past five years and other information about the Trustee
Nominee’s professional background, including other directorships the Trustee
Nominee holds. The Nominee for Interested Trustee is listed under “Interested
Trustee Nominee.” The Nominee for Independent Trustee is listed under“Interested Trustee Nominee.” The Trust has a retirement policy, which sets a
mandatory retirement age of 78 for the Trustees. However, two additional oneyear extensions up to the age of 80 may be implemented on an annual basis
pending the unanimous vote by the other Trustees.

9Trustee Nominees
Term of
Office andName, Position(s) Length of
Address(*) andTime
Year of BirthServed(**)

Number ofFunds inFund
Principal
ComplexOccupation(s)Overseen by During Past Five
Trustee(***) Years

Other Directorships
Held by Trustee(****)INDEPENDENT TRUSTEE NOMINEE
Betty A.
Whelchel(1)Born: 1956

Trustee, Memberof the Audit
Committee,
Member of theNominating andCompensation
Committee
Served since
January 1, 2024(2)8US Head of
Public Policy:
Regulatory
Affairs of BNPParibas (20162019).

8

President of
N/Aseveral investmentcompanies
advised oradministered by
the Brookfield
Public Securities
Group LLC (the“Adviser”)(2014-Present);
General Counselof the Adviser(2017-Present);
General Counselof BrookfieldOaktree Wealth
Solutions (2021Present);
Managing Partnerof Brookfield
Asset
Management Inc.
(2016-Present).

Director/Trusteeof several
investmentcompanies
advised oradministered by
the Brookfield(2024-Present).

INTERESTED TRUSTEE NOMINEE
Brian F. Hurley President since2014 and Trustee
Born: 1977
since 2024(3)

( )

*

(

**)

Address: Brookfield Place, 225 Liberty Street, 35th Floor, New York, New York 102811023, unless otherwise noted.
Each Trustee will hold office for an indefinite term until the earliest of (i) the next meetingof shareholders if any, called for the purpose of considering the election or re-election ofsuch Trustee and until the election and qualification of his or her successor, if any, elected10

at such meeting, or (ii) the date a Trustee resigns or retires, or a Trustee is removed by the
Board or shareholders, in accordance with the Trust’s By-Laws and Amended and RestatedAgreement and Declaration of Trust. Each officer will hold office for an indefinite term or
until the date he resigns or retires or until his successor is elected and qualified.
(***) The Fund Complex is comprised of Brookfield Investment Funds (5 series of underlying
portfolios), Brookfield Infrastructure Income Fund Inc., Brookfield Real Assets Income
Fund Inc. and Oaktree Diversified Income Fund Inc.
(****) This column includes only directorships of companies required to report to the SEC under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), i.e., publiccompanies, or other investment companies registered under the 1940 Act.
(1)
Trustees who are not considered to be “interested persons” of the Trust, as defined in the1940 Act, are considered to be “Independent Trustees.”(2)
Ms. Betty A. Whelchel was appointed as an independent director/trustee of the Fund
Complex effective January 1, 2024.
(3)
Mr. Brian F. Hurley was appointed as an interested director/trustee of the Fund Complex
effective March 29, 2024.

Additional Information about the Board of Trustees and Trustee Nominees
The Role of the Board
The business and affairs of the Trust are managed under the direction of
the Board. The Board provides oversight of the management and operations of
the Trust. As is the case with virtually all investment companies (asdistinguished from operating companies), the day-to-day management andoperation of the Trust is the responsibility of various service providers to theTrust, such as the Trust’s investment adviser and administrator, the subadministrator, custodian and transfer agent, each of whom are discussed ingreater detail in the Statement of Additional Information. The Board approves
all significant agreements between the Trust and its service providers. The
Board has appointed senior employees of the Adviser as officers of the Trust,with responsibility to monitor and report to the Board on the Trust’s day-to-day
operations. In conducting this oversight, the Board receives regular reports fromthese officers and service providers regarding the Trust’s operations. The Board
has appointed a Chief Compliance Officer who administers the Trust’scompliance program and regularly reports to the Board as to compliancematters. Some of these reports are provided as part of formal “Board meetings”
which typically are held quarterly, in person, and involve the Board’s review ofrecent Trust operations. From time to time, one or more members of the Board
may also meet with management in less formal settings, between scheduled“Board meetings,” to discuss various topics. In all cases, however, the role of
the Board and of any individual Trustee is one of oversight and not ofmanagement of the day-to-day affairs of the Trust and its oversight role does
not make the Board a guarantor of the Trust’s investments, operations or
activities.

11

Board Leadership Structure
The Board has structured itself in a manner that it believes allows it toeffectively perform its oversight function. It has established three standing
committees, an Audit Committee (the “Audit Committee”), a Nominating andCompensation Committee (the “Nominating and Compensation
Committee”), and a Qualified Legal Compliance Committee (the “QLCC”)(collectively, the “Committees”), which are discussed in greater detail below.
Currently, five of the six members of the Board, including the Chair of theBoard, are Independent Trustees, which are Trustees that are not affiliated with
the Adviser or its affiliates, and each of the Audit Committee, Nominating andCompensation Committee and QLCC are comprised entirely of Independent
Trustees. Each of the Independent Trustees helps identify matters forconsideration by the Board and the Chair of the Board has an active role in theagenda setting process for Board meetings. The Audit Committee Chair also
has an active role in the agenda setting process for the Audit Committee
meetings.
The Trust has adopted Fund Governance Policies and Procedures to ensurethat the Board is properly constituted in accordance with the 1940 Act and toset forth examples of certain of the significant matters for consideration by the
Board and/or its Committees in order to facilitate the Board’s oversight function.
The Board has determined that its leadership structure is appropriate. In
addition, the Board also has determined that the structure, function andcomposition of the Committees are appropriate means to provide effective
oversight. The Independent Trustees have engaged their own independent
counsel to advise them on matters relating to their responsibilities to the Trust.
Board Oversight of Risk Management
As part of its oversight function, the Board receives and reviews various
risk management reports and assessments and discusses these matters withappropriate management and other personnel of the Adviser. Because risk
management is a broad concept comprised of many elements, Board oversightof different types of risks is handled in different ways. For example, the full
Board receives and reviews reports from senior personnel of the Adviser(including senior compliance, financial reporting and investment personnel) or
their affiliates regarding various types of risks, including, but not limited to,operational, compliance, investment, and business continuity risks, and how
they are being managed. From time to time, the full Board meets with the Trust’s
Chief Compliance Officer to discuss compliance risks relating to the Funds,
the Adviser and the Trust’s other service providers. The Audit Committee
supports the Board’s oversight of risk management in a variety of ways,
including meeting regularly with the Trust’s Treasurer and with the Trust’s
independent registered public accounting firm and, when appropriate, withother personnel employed by the Adviser to discuss, among other things, the12internal control structure of the Trust’s financial reporting function andcompliance with the requirements of the Sarbanes-Oxley Act of 2002. The
Audit Committee also meets regularly with the Trust’s Chief Compliance
Officer to discuss compliance and operational risks and receives reports fromthe Adviser’s internal audit group as to these and other matters.
Information about Each Trustee’s Qualification, Experience, Attributes or
SkillsThe Board believes that each of the Trustees has the qualifications,experience, attributes and skills (“Trustee Attributes”) appropriate to serve asa Trustee of the Trust in light of the Trust’s business and structure. Certain of
these business and professional experiences are set forth in detail in the table
above. The Trustees have substantial board experience or other professional
experience and have demonstrated a commitment to discharging their oversight
responsibilities as Trustees. The Board, with the assistance of the Nominating
and Compensation Committee, annually conducts a “self-assessment” wherein
the performance and effectiveness of the Board and the Committees arereviewed.
In addition to the information provided in the table above, below is certain
additional information regarding each particular Trustee and certain of their
Trustee Attributes. The information provided below, and in the table above, is
not all-inclusive. Many Trustee Attributes involve intangible elements, such as
intelligence, integrity, work ethic, the ability to work together, the ability tocommunicate effectively, the ability to exercise judgment, the ability to ask
incisive questions, and commitment to shareholder interests. In conducting its
self-assessment, the Board has determined that the Trustees have the appropriate
attributes and experience to serve effectively as Trustees of the Trust.
•Heather S. Goldman – In addition to her tenure as a Director of theFund, Ms. Goldman has extensive experience in executive leadership,business development and marketing of investment vehicles similar
to those managed by the Adviser. Ms. Goldman is a capital markets
financial services and tech executive, who over a twenty-plus year
career has worked in a senior capacity across a diverse array of firms
in the private equity, investment management and commercial
banking industries. She had previously served as head of global
marketing for the Adviser, and as such has extensive knowledge of
the Adviser, its operations, and personnel. She also has experience
working in other roles for the parent company of the Adviser. Prior
to working with the Adviser, and for nearly five years, she acted as
CEO and Chair, co-founding and managing Capital Thinking,a financial services risk-management technology company in
New York. Ms. Goldman is a member of the Audit Committee and is
Chair of the Nominating and Compensation Committee.
13•

Edward A. Kuczmarski – In addition to his tenure as a Director of theFund, Mr. Kuczmarski has financial accounting experience as a
Certified Public Accountant. He also has served on the board of
directors/trustees for several other investment managementcompanies. In serving on these boards, Mr. Kuczmarski has come tounderstand and appreciate the role of a director and has been exposed
to many of the challenges facing a board and the appropriate ways ofdealing with those challenges. Mr. Kuczmarski serves as Chair of theBoard of Directors and is a member of the Audit Committee and theNominating and Compensation Committee.

•

Stuart A. McFarland – In addition to his tenure as a Director of theFund, Mr. McFarland has extensive experience in executive
leadership, business development and operations, corporate
restructuring, and corporate finance. He previously served in senior
executive management roles in the private sector, including serving
as the Executive Vice President and Chief Financial Officer of Fannie
Mae and as the Executive Vice President and General Manager of
GE Capital Mortgage Services, Corp. Mr. McFarland currently serveson the board of directors for various other investment managementcompanies and non-profit entities, and was the Managing Partner ofFederal City Capital Advisors. Mr. McFarland is a member of the
Audit Committee and the Nominating and Compensation Committee.

•

William H. Wright II – In addition to his tenure as a Director of theFund, Mr. Wright has extensive experience in executive leadership,
investment banking and corporate finance. He previously served asa Managing Director of Morgan Stanley until his retirement in 2010,
having joined the firm in 1982. During his career in investmentbanking at Morgan Stanley, Mr. Wright headed the corporate financeexecution group, where he was responsible for leading andcoordinating teams in the execution of complex equity offerings for
multinational corporations. Following his career in investmentbanking, Mr. Wright served on the board of directors/trustees forvarious other investment management companies and non-profit
entities. Mr. Wright serves as Chair of the Audit Committee and is amember of the Nominating and Compensation Committee.

•

Betty A. Whelchel – Ms. Whelchel has extensive experience infinancial services law and regulation, international finance and public
policy. She has held a number of senior management positions atinternational financial institutions, including serving as U.S. Headof Public Policy and Regulatory Affairs and U.S. General Counsel
for BNP Paribas, Global General Counsel for Deutsche AssetManagement and U.S. Deputy General Counsel for Deutsche Bank
AG. She started her career in the General Counsel’s office of the U.S.
14

Treasury Department, and worked as a lawyer with Shearman &Sterling in its New York and Tokyo offices, specializing in bankfinance, mergers and acquisitions and joint ventures. Throughout her
forty-two year career, Ms. Whelchel has been active in industry
initiatives related to financial regulation and corporate governance,
including the Committee on Capital Markets Regulation, theExecutive Committee of the Institute of International Bankers Boardof Trustees, and the Association of the Bar of the City of New York’s
Special Task Force on the Lawyer’s Role in Corporate Governance.
She has received numerous awards, including 2015 Legal 500
Individual of the Year in Financial Services and the 2013 Burton“Legend in the Law” Award. Ms. Whelchel is a member of the Audit
Committee and the Nominating and Compensation Committee.
•

Brian F. Hurley – Brian Hurley has 22 years of industry experienceand is General Counsel for the Public Securities Group as well as aManaging Partner of Brookfield Asset Management. In this role heoversees the legal and regulatory functions and is also actively
involved in the Public Securities Group’s investment funds business,
including product and business development. Prior to joining the firmin 2010, Mr. Hurley was an attorney at Paul Hastings LLP and amember of the Investment Management Practice Group, where hefocused his practice on representing investment advisers and various
forms of investment companies. Mr. Hurley earned a Juris Doctor
degree from Columbia University and a Bachelor of Arts degree fromthe College of the Holy Cross.

Board Meetings
The Trust’s Board held four regular meetings and three special meetings
during the 12-month period ended December 31, 2023. During the fiscal year
ended December 31, 2023, each Trustee attended at least 75% of the meetingsof the Trust’s Board of Trustees. The Trust’s Fund Governance Policies andProcedures provide that the Chair of the Board of Trustees, who is elected by
the Independent Trustees, will preside at each executive session of the Board,or if one has not been designated, the chairperson of the Nominating andCompensation Committee shall serve as such.
Board Committees
The Trust has established the following three standing committees and themembership of each committee to assist in its oversight functions, including its
oversight of the risks the Trust faces: the Audit Committee, the QLCC, and theNominating and Compensation Committee. There is no assurance, however,that the Board’s committee structure will prevent or mitigate risks in actual
practice. The Trust’s committee structure is specifically not intended or designed
to prevent or mitigate the Funds’ investment risks. Each Fund is designed for15

investors that are prepared to accept investment risk, including the possibility
that as yet unforeseen risks may emerge in the future.
The Fund’s Audit Committee was established in accordance with
Section 3(a)(58)(A) of the Exchange Act, which currently consists ofMessrs. William Wright, Edward Kuczmarski, and Stuart McFarland, andMses. Heather Goldman and Betty Whelchel, all of whom are Independent
Trustees. The principal functions of the Audit Committee, with respect to each
Fund, are to review the Funds’ audited financial statements, to select the Funds’
independent auditors, to review with the Funds’ auditors the scope andanticipated costs of their audit and to receive and consider a report from theauditors concerning their conduct of the audit, including any comments orrecommendations they might want to make in connection therewith. During
the Funds’ fiscal year ended December 31, 2023, the Audit Committee held
four Committee meetings. Mr. Wright serves as Chair of the Audit Committee,
and the Board has determined that Messrs. Wright, Kuczmarski and McFarlandand Ms. Goldman each qualify and are designated as “audit committee financial
experts,” as defined in Item 401(h) of Regulation S-K promulgated by the SEC.
The Trust’s Board of Trustees has adopted a written charter for its Audit
Committee, which is attached as Appendix A.
The Audit Committee also serves as the QLCC for the Trust for the
purpose of compliance with Rules 205.2(k) and 205.3(c) of the Code of Federal
Regulations, regarding alternative reporting procedures for attorneys retainedor employed by an issuer who appear and practice before the SEC on behalf of
the issuer (the “issuer attorneys”). An issuer’s attorney who becomes aware ofevidence of a material violation by the Trust, or by any officer, director,
employee, or agent of the Trust, may report evidence of such material violation
to the QLCC as an alternative to the reporting requirements of Rule 205.3(b)(which requires reporting to the chief legal officer and potentially “up theladder” to other entities).
The Nominating and Compensation Committee, which currently consistsof Mses. Goldman and Whelchel and Messrs. Kuczmarski, McFarland andWright, all of whom are Independent Trustees, and independent as
independence is defined in New York Stock Exchange, Inc.’s listing standards.
The Nominating and Compensation Committee is responsible for seeking andreviewing candidates for consideration as nominee for Trustee, as is considerednecessary from time to time and meets only as necessary. The Declaration ofTrust does not permit shareholders to nominate persons for election as Trustees.
During the fiscal year ended December 31, 2023, the Nominating andCompensation Committee met three times. Ms. Goldman serves as Chair of
the Nominating and Compensation Committee. The Trust’s Board of Trustees
has adopted a written charter for its Nominating and Compensation Committee,
which is attached as Appendix B.
16

The Nominating and Compensation Committee has recommended
Ms. Whelchel as a Nominee for election as an Independent Trustee. The Boardof Trustees has approved and appointed Mr. Hurley and Ms. Whelchel to serve
as Interested Trustee and Independent Trustee, respectively.
Share Ownership of the Adviser, Distributor or Affiliates
As of December 31, 2023, neither the Independent Trustees nor membersof their immediate family own securities beneficially or of record in the Adviser,
Quasar Distributors, LLC, the Funds’ distributor (the “Distributor”), or anaffiliate of the Adviser or Distributor. Accordingly, neither the Independent
Trustees nor members of their immediate family, have direct or indirect interest,
the value of which exceeds $120,000, in the Adviser, the Distributor or any of
their affiliates. In addition, during the two most recently completed calendar
years, neither the Independent Trustees nor members of their immediate families
have conducted any transactions (or series of transactions) in which the amountinvolved exceeds $120,000 and to which the Adviser, the Distributor or any
affiliate thereof was a party.
Share Ownership of the Funds
The table below sets forth the dollar range of equity securities of each
Fund beneficially owned as of December 31, 2023 by each Trustee standing
for re-election at the Meeting. As of December 31, 2023, the officers andTrustees, as a group, owned beneficially less than 1% of the Shares (aggregating
all classes) of each of the Funds.

Name ofTrustee or Nominee
Independent Trustee Nominee
Betty A. Whelchel(3)Interested Trustee Nominee
Brian F. Hurley(4)
*

(1)

(2)

Dollar Range of
Equity Securities
in the Funds(1)Aggregate
Dollar Range of
Equity Securities
Held in Fund
Complex*(1)(2)

A

A

A

C

Key to Dollar Ranges:
A. NoneB. $1 – $10,000
C. $10,001 – $50,000
D. $50,001 – $100,000
E. Over $100,000
This information has been furnished by each Trustee as of December 31, 2023. “Beneficial
Ownership” is determined in accordance with Rule 16a-1(a)(2) of the Exchange Act.
The aggregate dollar range of equity securities owned by the Trustees of the Funds and of all
funds overseen by each Trustee in the Adviser’s family of investment companies (the “FundComplex”) as of December 31, 2023.

17

(3)

(4)

Ms. Betty A. Whelchel was appointed as an independent director/trustee of the Fund Complex
effective January 1, 2024.
Mr. Brian F. Hurley was appointed as an interested director/trustee of the Fund Complex
effective March 29, 2024.

Trustee and Officer Compensation
No remuneration was paid by the Trust to persons who were directors,
officers or employees of the Adviser or any affiliate thereof for their services
as Trustees or officers of the Funds. Set forth below is the compensation
received by the Independent Trustees from the Funds and the Fund Complex asof the fiscal year ended December 31, 2023.
For the calendar year ended December 31, 2023, the aggregate annual
retainer paid to each Independent Trustee of the Board for the Fund Complex
was $225,000. Effective January 1, 2024, the aggregate annual retainer paid toeach Independent Trustee of the Board for the Fund Complex is $250,000. The
Independent Chair of the Fund Complex receives an additional payment of$55,000 per year. The Chair of the Audit Committee receives an additional
payment of $50,000 per year. The Chair of the Nominating and Compensation
Committee receives an additional payment of $15,000 per year. The
Independent Trustees also receive reimbursement from the Trust for expenses
incurred in connection with attendance at regular meetings. The Trust does nothave a pension or retirement plan. No other entity affiliate with the Trust pays
any compensation to the Trustees.

Name of Person
and Position
Independent Trustee Nominee
Betty A. Whelchel(2)Interested Trustee Nominee
Brian F. Hurley
(1)

(2)

Aggregate
Compensationfrom the Funds

Aggregate
Compensationfrom the Funds
and Fund Complex

$—

$—

N/A

N/A

(1)

Represents the total compensation paid to such persons for the fiscal year ended December 31,
2023. This total does not include, among other things, out-of-pocket Trustee expenses. As of
December 31, 2023, there were 9 investment companies (including the Funds) or portfolios
thereof from which such person received compensation and which were considered part of theFund Complex.
Ms. Betty Whelchel was appointed as an independent director/trustee of the Fund Complex
effective January 1, 2024. As a result, she received no compensation from the Funds as of the
fiscal year ended December 31, 2023.

18

Officers
Name, Position(s)Address(*) andYear of Birth

Brian F. Hurley(***)

Term of
Office andLength ofPrincipal Occupation(s)Time Served(**) During Past Five Years

Born: 1977

President
since 2014
and Trustee
since 2024(1)President of several investment companies
advised or administered by Brookfield (2014Present); General Counsel of Brookfield(2017-Present); General Counsel of
Brookfield Oaktree Wealth Solutions (2021Present); Managing Partner of Brookfield
Asset Management Inc. (2016-Present).

Casey P. Tushaus

Treasurer

Born: 1982

Since 2021

Treasurer of several investment companies
advised or administered by Brookfield (2021Present); Assistant Treasurer of several
investment companies advised oradministered by Brookfield (2016-2021);
Director of Brookfield (2021-Present);
Vice President of Brookfield (2014-2021).

Craig Ruckman

Secretary

Born: 1977

Since 2022

Adam R. Sachs

Chief
Compliance
Officer(“CCO”)

Born: 1984

Since 2017
Mohamed S. Rasul
Born: 1981

Assistant
Treasurer
Since 2016

( )

*

(

**)

Secretary of several investment companies
advised or administered by Brookfield (2022Present); Managing Director of Brookfield(2022-Present); Director of Allianz Global
Investors U.S. Holdings LLC (2016-2022);
Assistant Secretary of 63 funds in the Allianz
Global Investors Fund Complex (2017-2020);
and Chief Legal Officer of Allianz Global
Investors Distributors LLC (2019-2022).
CCO of several investment companies
advised or administered by Brookfield (2017Present); Director of Brookfield (2017Present); CCO of Brookfield Investment
Management (Canada) Inc. (2017-2023).
Assistant Treasurer of several investmentcompanies advised or administered by
Brookfield (2016-Present); Vice President of
Brookfield (2019-Present); AssistantVice President of Brookfield (2014-2019).

Address: Brookfield Place, 225 Liberty Street, 35th Floor, New York, New York 10281-1023,
unless otherwise noted.
Mr. Hurley will hold office as Trustee for an indefinite term until the earliest of (i) the next
meeting of shareholders if any, called for the purpose of considering the election or reelection of Mr. Hurley and until the election and qualification of his successor, if any, elected
at such meeting, or (ii) the date Mr. Hurley resigns or retires, or is removed by the Board or

19

shareholders, in accordance with the Trust’s By-Laws and Declaration of Trust. Each officer
will hold office for an indefinite term or until the date he resigns or retires or until his
successor is elected and qualified.
(***) Designates individuals who are “interested persons” of the Fund, as defined by the Investment
Company Act of 1940, as amended (the “1940 Act”), because of affiliations with the Adviser.
(1)
Mr. Brian F. Hurley was appointed as an interested director/trustee of the Fund Complex
effective March 29, 2024.

Quorum and Voting
Each holder of a whole Share shall be entitled to one vote for each suchwhole Share, and each holder of a fractional Share shall be entitled to a
proportionate fractional vote for each such fractional Share, held in suchshareholder’s name. Shares of each Fund issued and outstanding as of theRecord Date are indicated in the following table:
Fund
Brookfield Global Listed Real Estate FundBrookfield Global Listed Infrastructure FundBrookfield Global Renewables & Sustainable
Infrastructure FundCenter Coast Brookfield Midstream Focus Fund
Oaktree Emerging Markets Equity Fund
Total

Number of Shares
23,131,370.17
18,945,117.51
5,126,907.80
183,223,811.50
33,858,296.98
264,285,503.96

If you are not the owner of record, but your Shares are instead held foryour benefit by a financial intermediary such as a retirement plan service
provider, broker-dealer, bank trust department, insurance company or otherfinancial intermediary, that financial intermediary may request that you instruct
it how to vote the Shares you beneficially own. Your financial intermediary
will provide you with additional information.
If you hold Shares of a Fund through a bank or other financial institution
or intermediary (called a service agent) that has entered into a service agreementwith the Fund or a distributor of the Fund, the service agent may be the record
holder of your Shares. At the Meeting, a service agent will vote Shares forwhich it receives instructions from its customers in accordance with those
instructions. A signed proxy card or other authorization by a shareholder that
does not specify how the shareholder’s Shares should be voted on a proposal
may be deemed to authorize a service provider to vote such Shares in favor of
the applicable proposal. Depending on its policies, applicable law or contractualor other restrictions, a service agent may be permitted to vote Shares withrespect to which it has not received specific voting instructions from its
customers. In those cases, the service agent may, but may not be required to,vote such Shares in the same proportion as those Shares for which the service
20agent has received voting instructions. This practice is commonly referred toas “echo voting.”
Shareholders of the Trust will vote collectively on the election of theTrustee Nominees. The presence in person or by proxy of one-third of the Trust’s
Shares that are entitled to vote constitutes a quorum. The Trustee Nominees
must receive a plurality of the votes cast in person or by proxy at the Meetingat which a quorum exists, which means that two Trustee Nominees receiving
the highest number of affirmative votes cast at the Meeting will be elected. In
the event that the necessary quorum to transact business is not obtained at the
Meeting with respect to the Trust as to one or more Funds, as applicable, thepersons named as proxies may propose one or more adjournments of the
Meeting, in accordance with applicable law, to permit further solicitation ofproxies with respect to the Proposal. Any such adjournment as to a matter will
require the affirmative vote of the holders of a majority of the Shares of theTrust or the applicable Fund, present in person or by proxy at the Meeting. The
persons named as proxies will vote the proxies (including broker non-votes andabstentions) in favor of adjournment if they determine additional solicitation is
warranted and in the interests of shareholders of the Trust or the applicable
Fund.
“Broker non-votes” are Shares held by a broker or nominee for which an
executed proxy is received by the Trust, but are not voted as to the Proposal
because instructions have not been received from beneficial owners or persons
entitled to vote and the broker or nominee does not have discretionary voting
power. For purposes of determining the presence of a quorum for transacting
business at the Meeting, abstentions and “broker non-votes” are treated as
Shares that are present, but will not be voted for or against any adjournment or
the Proposal. Abstentions and “broker non-votes” will not be counted in favorof, but will have no other effect on, the Proposal, for which the required vote isa plurality (the greatest number) of the votes cast.
The Board of Trustees, including all of the Independent Trustees,
recommends that shareholders of each Fund vote FOR each Trustee
Nominee identified in the Proposal.

21

ADDITIONAL INFORMATION
Fund Service Providers
Investment Adviser and Administrator
Brookfield Public Securities Group LLC, with principal offices at
Brookfield Place, 225 Liberty Street, 35th Floor, New York, NewYork 10281-1023,
serves as the investment adviser of each Fund, other than the Oaktree Emerging
Markets Equity Fund, pursuant to investment advisory agreements and serves as
the administrator for each Fund pursuant to administration agreements.
Oaktree Fund Advisors, LLC, with principal offices at 333 South Grand
Avenue, 28th Floor, Los Angeles, CA 90071, serves as the investment adviser to
the Oaktree Emerging Markets Equity Fund, pursuant to an advisory agreement.
Distributor
Quasar Distributors, LLC, with principal offices at Three Canal Plaza,
Suite 100, Portland, Maine 04101, serves as the Distributor of each Fund’s
Shares pursuant to a distribution agreement.
Sub-Administrator
U.S. Bancorp Fund Services, LLC (“USBFS”), with principal offices at
615 East Michigan Street, Milwaukee, Wisconsin 53202, serves as the subadministrator for each Fund pursuant to a sub-administration agreement.
USBFS also acts as fund accountant, transfer agent and dividend disbursing
agent to each Fund under separate agreements.
Custodian
U.S. Bank National Association, with principal offices at 1555 North River
Center Drive, Suite 302, Milwaukee, Wisconsin 53212, serves as the custodianof the Funds’ assets pursuant to a custody agreement.
Independent Registered Public Accounting Firm
Deloitte & Touche LLP (“Deloitte”) serves as the Trust’s independent
registered public accounting firm. Each Fund’s financial statements for the year
ended December 31, 2023 have been audited by Deloitte. In addition, Deloitte
has also been selected to perform the audit for each Fund’s financial books andrecords for the year ending December 31, 2023. Representatives of Deloitte
are not expected to be present at the Meeting.
Audit Fees
For the fiscal years ended December 31, 2023 and December 31, 2022,
Deloitte billed the Trust aggregate fees of $295,980 and $257,950, respectively.
Each bill was for professional services rendered for the audit of the Trust’s
annual financial statements and the review of financial statements that areincluded in the Trust’s annual and semi-annual reports to shareholders. Audit
22

Fees for 2023 includes fees related to the reorganization of the Center Coast
Brookfield MLP & Energy Infrastructure Fund into the Center Coast
Brookfield Midstream Focus Fund of $28,000.
Audit-Related Fees
There were no fees billed by Deloitte to the Funds in its two recent fiscal
years for services rendered for assurance and related services that are reasonably
related to the performance of the audit or review of the Funds’ financial
statements, but are not reported as Audit Fees (“Audit-Related Fees”).
Tax Fees
For the fiscal years ended December 31, 2023 and December 31, 2022,
Deloitte billed the Trust aggregate fees of $162,300 and $155,475, respectively.
Each bill was for professional services rendered for tax compliance, tax advice
and tax planning. The nature of the services comprising the Tax Fees was thereview of the Trust’s income tax returns and tax distribution requirements.
All Other Fees
For the fiscal years ended December 31, 2023 and December 31, 2022,
there were no other fees.
Pre-Approval Policies and Procedures
The Trust’s Audit Committee Charter provides that the Audit Committee(comprised of the Independent Trustees of the Trust) is responsible for preapproval of all auditing services performed for the Trust. The Audit Committee
report to the Board regarding its approval of the engagement of the auditor andthe proposed fees for the engagement, and the majority of the Board (including
the members of the Board who are Independent Trustees) must approve theauditor at an in-person meeting. The Audit Committee also is responsible forpre-approval (subject to the de minimis exception for non-audit services
described in the Securities Exchange Act of 1934, as amended, and applicable
rule thereunder) of all non-auditing services performed for the Trust or for any
service affiliate of the Trust. The Trust’s Audit Committee pre-approved all fees
described above which Deloitte billed to each Fund within the Trust.
Share OwnershipA principal shareholder is any person who owns of record or beneficially
5% or more of the outstanding Shares of a Fund. A control person is one who
owns beneficially or through controlled companies more than 25% of the voting
securities of a company or acknowledges the existence of control. Shareholders
with a controlling interest could affect the outcome of voting or the directionof management of a Fund.
As of March 31, 2024 the officers and Trustees, as a group, owned
beneficially less than 1% of the Shares (aggregating all classes) of each of theFunds.
23

As of March 31, 2024, the following persons were known to own of recordor beneficially 25% or more of the outstanding Shares of the indicated Funds:
Brookfield Global Listed Real Estate Fund
Name and Address

National Financial
Services LLC
499 Washington
Blvd. FL 4
Jersey City, NJ 07310% ofSharesParentCompany

27.12%

Wells Fargo & Company

Nature ofJurisdiction Ownership(1)DE

RecordBrookfield Global Listed Infrastructure Fund
Name and Address

The Northern Trust
Company
PO Box 92956
Chicago, IL 60675% ofSharesParentCompany

33.69%The Northern Trust
Corporation

Nature ofJurisdiction Ownership(1)IL

RecordBrookfield Global Renewables & Sustainable Infrastructure Fund
% of
SharesParentCompany

The Northern Trust
Company
PO Box 92956
Chicago, IL 60675

54.92%The Northern Trust
Corporation

IL

RecordBIM US Holdings LP,
181 Bay Street,Toronto ON M5J 2T3

28.80%

Brookfield AssetManagement ULCDERecordName and Address

Nature ofJurisdiction Ownership(1)

As of March 31, 2024, the following persons were known to own of recordor beneficially 5% or more of the outstanding shares of the share class andFund indicated:
Brookfield Global Listed Real Estate FundClass A Shares
Nature of% of Shares Ownership(1)Name and Address

Morgan Stanley Smith Barney LLC
1 New York Plz Fl 12
New York, NY 10004-1965

52.59%

RecordWells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103-2523

20.71%

Record24

Nature of% of Shares Ownership(1)Name and Address

UBS WM USA
1000 Harbor Blvd
Weehawken, NJ 07086

11.18%

RecordMerrill Lynch Pierce Fenner & Smith
4800 Deer Lake Dr E
Jacksonville, FL 32246

6.69%

RecordClass C Shares
Nature of% of Shares Ownership(1)Name and Address

Morgan Stanley Smith Barney LLC
1 New York Plz Fl 12
New York, NY 10004-1965

54.09%

RecordUBS WM USA
1000 Harbor Blvd
Weehawken, NJ 07086

14.29%

RecordRaymond James
880 Carillon Pkwy
St. Petersburg, FL 33716-1100

8.69%

RecordOppenheimer & Co. Inc.
85 Broad Street,
New York, NY 10004

6.79%

RecordAmeriprise Financial Services
LLC 707 2nd Ave S
Minneapolis, MN 55402-2405

6.39%

RecordClass I Shares
Nature of% of Shares Ownership(1)Name and Address

National Financial Services LLC
499 Washington Boulevard, Floor 5
Jersey City, NJ 07310-1995

27.63%

RecordSEI Private Trust Company
One Freedom Valley Drive
Oaks, PA 19456

24.75%

RecordPrinceton Theological Seminary
64 Mercer St
Princeton, NJ 08540

9.35%

Beneficial

MAC & Co.
500 Grant Street Room 151-1010
Pittsburgh, PA 15219

9.26%

Record25

Nature of% of Shares Ownership(1)Name and Address

Christian Church Foundation
PO Box 1007
Indianapolis IN 46206-1007

6.75%

Beneficial

Brookfield Global Listed Infrastructure FundClass A Shares
Nature of% of Shares Ownership(1)Name and Address

Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103-2523

29.20%

RecordMorgan Stanley Smith Barney LLC
1 New York Plz Fl 12
New York, NY 10004

19.00%

RecordMerrill Lynch Pierce Fenner & Smith
4800 Deer Lake Dr E
Jacksonville, FL 32246

11.28%

RecordStifel Nicolaus& Company Inc.
501 N Broadway Saint Louis,
MO 63102

9.37%

RecordAmeriprise Financial Services LLC
707 2nd Ave S
Minneapolis, MN 55402

7.67%

RecordUBS WM USA
1000 Harber Blvd
Weehawken, NJ 07086

6.55%

RecordClass C Shares
Nature of% of Shares Ownership(1)Name and Address

Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103-2523

53.73%

RecordAmeriprise Financial Services LLC
707 2nd Ave S
Minneapolis, MN 55402

22.56%

RecordRaymond James
880 Carillon Pkwy
St. Petersbury, FL 33716

7.62%

Record26

Nature of% of Shares Ownership(1)Name and Address

Pershing LLC
1 Pershing PLZ FL 14
Jersey City NJ 07399-2052

6.68%

RecordCharles Schwab & Co Inc
211 Main Street
San Francisco, CA 94105

6.62%

RecordClass I Shares
Nature of% of Shares Ownership(1)Name and Address

The Northern Trust Company
PO Box 92956
Chicago, IL 60675

34.65%

RecordCharles Schwab & Co Inc.
211 Main Street
San Francisco, CA 94105-1905

21.93%

RecordSaxon & Co
PO Box 94597
Cleveland, OH 44101

14.02%

RecordNational Financial Services LLC
499 Washington Blvd
Jersey City, NJ 07310

10.94%

RecordBrookfield Global Renewables & Sustainable Infrastructure FundClass I Shares
Nature of% of Shares Ownership(1)Name and Address

The Northern Trust Company
PO Box 92956
Chicago, IL 60675

54.92%

Beneficial

BIM US Holdings LP
181 Bay St Ste 300
Toronto, ON M5J 2T3
Canada28.80%

RecordSaxon & Co
PO Box 94597
Cleveland, OH 44101

7.09%

Record(1) “Record” ownership means the shareholder of record, or the exact name of the shareholder on
the account, i.e., “ABC Brokerage, Inc.” “Beneficial” ownership refers to the actual pecuniary,or financial, interest in the security, i.e., “Jane Doe Shareholder.”27Expenses and Proxy Solicitation
The estimated total cost of the Proposal, which is to be paid by the Funds
pro rata based on each Fund’s net assets as of the Record Date, is set forth in
the table below.

Fund Name
Brookfield Global Listed
Real Estate FundBrookfield Global Listed
Infrastructure FundBrookfield Global
Renewables & Sustainable
Infrastructure FundCenter Coast Brookfield
Midstream Focus Fund
Oaktree Emerging
Markets Equity Fund

Estimated
Solicitation
Cost

Estimated
Legal and
Other Costs

Estimated
Total Cost
to be Paidby the Fund

$ 476

$ 6,808$ 7,284$1,874$ 6,916$ 8,790$45$ 1,347$ 1,392$ 469$28,120$28,589$$ 7,809$ 7,854

45

The total cost of the Proposal includes legal fees, expenses related to theprinting and mailing of this Proxy Statement, and fees associated with the proxysolicitation.
The Trust has engaged the services Equiniti Trust Company, LLC(“Equiniti”) to assist in the solicitation of proxies for the Meeting. Proxies are
expected to be solicited principally by mail, but the Funds or Equiniti may also
solicit proxies by telephone, facsimile or personal interview. The Trust’s officers
may also solicit proxies but will not receive any additional or special
compensation for any such solicitation.
Shareholder Communications
The Trustees provide for shareholders to send written communications to
the Trustees via regular mail. Written communications to the Trustees, or to anindividual Trustee, should be sent to the attention of the Trust’s Secretary at theaddress of the Trust’s principal executive office. All such communications
received by the Trust’s Secretary shall be promptly forwarded to the individual
Trustee to whom they are addressed or to the full Board, as applicable. If a
communication does not indicate a specific Trustee, it will be sent to the Chairof the Nominating and Compensation Committee and the outside counsel tothe Independent Trustees for further distribution as deemed appropriate by such
persons. The Trustees may further develop and refine this process as deemednecessary or desirable.

28

Shareholder Proposals for Subsequent Meetings
The Trust is not required to hold annual meetings of shareholders but willhold special meetings of shareholders of a series or class when, in the judgmentof the Trustees, it is necessary or desirable to submit matters for a shareholder
vote. Any shareholder who wishes to submit proposals to be considered at a
special meeting of the Funds, shareholders should send such proposals to theFunds’ Secretary at Brookfield Investment Funds, Brookfield Place,
225 Liberty Street, 35th Floor, New York, New York 10281-1023. Any suchproposal must be received a reasonable time before the proxy solicitation forthat meeting is made. Shareholder proposals that are submitted in a timely
manner will be provided to Board members for their consideration but notnecessarily be included in the Funds’ proxy materials. Inclusion of suchproposals is subject to limitations under the federal securities laws.
Householding
To avoid sending duplicate copies of materials to households, the Funds
mail only one copy of each report to shareholders having the same last nameand address on the Funds’ records. The consolidation of these mailings benefits
the Funds through reduced mailing expenses. If a shareholder wants to receive
multiple copies of these materials or to receive only one copy in the future, theshareholder should contact the Funds’ transfer agent, USBFS, at (855) 244-4859
or notify the Funds’ transfer agent in writing at 615 East Michigan Street,
4th floor, Milwaukee, Wisconsin 53202.
Other Matters To Come Before The Meeting
The Board of Trustees is not aware of any matters that will be presented
for action at the Meeting other than the matters described in this Proxy
Statement. Should any other matters requiring a vote of shareholders arise, theproxy in the accompanying form will confer upon the person or persons entitledto vote the Shares represented by such proxy the discretionary authority to votethe Shares as to any other matters in accordance with their best judgment in theinterest of the Trust and/or Fund.
Please complete, sign and return the enclosed proxy card(s) or voteby internet or telephone promptly. No postage is required if you mail yourproxy card(s) in the United States.
By Order of the Board of Trustees,/s/ Craig Ruckman
Craig Ruckman
Secretary
Brookfield Investment Funds

29

APPENDIX A
AUDIT COMMITTEE CHARTER
1.

Requirements for Membership: The Audit Committee shall consist of atleast three Directors/Trustees, each of whom has no relationship to theFund or its management that may interfere with the exercise of their
independence from management and the Fund (“Independent”). The
restrictions contained in Attachment A to this Charter with respect to thedefinition of Independent shall apply to every Audit Committee member.
Each member of the Audit Committee must also meet the independence
requirements of audit committee members, as currently set forth in
Section 303A.01 of the New York Stock Exchange’s listing standards. In
the event an Audit Committee member simultaneously serves on the audit
committees of more than three public companies, the Boards of
Directors/Trustees must determine that such simultaneous service would
not impair the ability of such member to effectively serve on the Fund’s
Audit Committee.
The Boards of Directors/Trustees for each Fund will determine annuallywhether there is at least one member of the Audit Committee who is anaudit committee financial expert as defined in Item 3 of Form N-CSR.
Each member of the Audit Committee shall be financially literate as suchqualification is interpreted by the Boards of Directors/Trustees in theirbusiness judgment, or must become financially literate within a reasonable
period of time after appointment to the Audit Committee. At least one
member of the Audit Committee must have accounting or related financial
management expertise as such qualification is interpreted by the Boardsof Directors/Trustees in its business judgment.

2.

Purposes: The purposes of the Audit Committee are:a.

oversight of the Fund’s accounting and financial reporting policies
and practices, its internal control over financial reporting and, as
appropriate, to inquire into the internal control over financial
reporting of certain third-party service providers;b.

oversight of the quality and integrity of the Fund’s financial
statements and the independent audit thereof;c.

oversight, or, as appropriate, assist the Boards of Directors/Trustees
with oversight of, the Fund’s compliance with legal and regulatory
requirements that relate to the Fund’s accounting and financial
reporting, internal control over financial reporting and independent
audits;d.

responsibility for the appointment, compensation, retention andoversight of the work of any registered public accounting firm
30

engaged (including resolution of disagreements between management
and the auditor regarding financial reporting) for the purpose of
preparing or issuing an audit report or performing other audit, review
or attest services for the Fund;e.

maintenance of a liaison between the independent auditors and theBoards of Directors/Trustees;f.

establishment of procedures for the receipt, retention and treatmentof complaints regarding accounting, internal accounting controls or
auditing matters, including procedures for the confidential,
anonymous submission by employees of the Fund, its investment
adviser, administrator, principal underwriter (if any), or any otherprovider of accounting related services for the Fund of concerns
regarding questionable accounting or auditing matters (seeAttachment B); andg.

preparation of an Audit Committee report as required by Item 306 ofRegulation S-K to be included in proxy statements relating to theelection of Directors/Trustees.

The independent auditors for the Fund shall report directly to the Audit
Committee and the Audit Committee shall regularly report to the Boards of
Directors/Trustees.
3.

Duties and Powers: The duties and powers of the Audit Committee are:a.

to approve prior to appointment the engagement of auditors toannually prepare and issue an audit report or related work or perform
other audit, review or attest services for the Fund and to review andevaluate matters potentially affecting the independence andcapabilities of the auditors. In evaluating the auditor’s qualifications,performance and independence, the Audit Committee must, among
other things, obtain and review a report by the auditor, at least
annually, describing the following items:(i)all relationships between the independent auditor and the Fund,as well as the Fund’s investment adviser or any control affiliateof the adviser that provides ongoing services to the Fund;(ii) any material issues raised by the most recent internal quality
control review, or peer review, of the audit firm, or by any
inquiry or investigation by governmental or professional
authorities, within the preceding five years, respecting one ormore independent audits carried out by the firm, and any steps
taken to deal with such issues; and(iii) the audit firm’s internal quality-control procedures.
31

b.

to approve prior to appointment the engagement of the auditor toprovide non-audit services to the Fund, its investment adviser or any
entity controlling, controlled by, or under common control with theinvestment adviser (“Adviser Affiliate”) that provides ongoing
services to the Fund, if the engagement relates directly to theoperations and financial reporting of the Fund;c.

to develop, to the extent deemed appropriate by the Audit Committee,
policies and procedures for pre-approval of the engagement of theFund’s auditors to provide any of the services described in (a) or(b) above;d.

to consider the controls applied to the auditors and any measurestaken by management in an effort to assure that all items requiring
pre-approval by the Audit Committee are identified and referred to
the Audit Committee in a timely fashion;e.

to consider whether the non-audit services provided by the Fund’s
auditor to the Fund’s investment adviser or any Adviser Affiliate thatprovides ongoing services to the Fund, which services were not preapproved by the Audit Committee, are compatible with maintaining
the auditor’s independence; however, the auditor should have all audit
and non-audit services for the Fund pre-approved by the Audit
Committee before performing such services;f.

to oversee the independent auditors, using meetings with the auditors,
including private meetings, as desired by the Audit Committee or theauditors: (i) to review the plan for and the scope of the annual audit
and any special audits; (ii) to discuss any matters of concern relating
to the financial statements, including any adjustment to the statements
recommended by the auditors, or other matters arising from the audit;(iii) to consider the auditors’ comments with respect to accounting
and financial reporting policies, procedures, and internal control overfinancial reporting (including the Fund’s critical accounting policies
and practices), and to consider management’s responses to thecomments; (iv) to the extent that Audit Committee deems necessary
or appropriate, to promote improvements in the quality of the Fund’s
accounting and financial reporting; to consider any reports ofdifficulties that may have arisen in the course of the audit, including
any limitations on the scope of the audit, and management’s response
thereto; (v) to resolve disagreements between management and theauditors regarding financial reporting; (vii) to review and approve
the fees proposed to be charged to the Fund by the auditors for each
audit and non-audit service; and (viii) to review the form of opinion
the auditors propose to submit to the Boards of Directors/Trustees
and the shareholders;32g.

to discuss with management and the independent auditor the Fund’sannual audited financial statements and other periodic financial
statements, including, as applicable to a Fund that is publicly tradedon an Exchange, the Fund’s disclosures under “Management’s
Discussion of Fund Performance”;

h.

inquire of management and the independent auditor regarding any
unresolved Securities and Exchange Commission (“SEC”) staff
comments on the Fund’s SEC reports, including, in particular, any
accounting or disclosure comments;i.

to receive at least annually a report from the independent auditor
within 90 days prior to the filing of the auditor’s report (or receive an
updated report within such 90 day period, if the auditor’s annual reportis presented to the Audit Committee more than 90 days prior to thefiling of the auditor’s report) which includes the following: (i) all
critical accounting policies and practices used by the Fund, (ii) allmaterial alternative accounting treatments within GAAP that havebeen discussed with management, including the ramifications of theuse of the alternative treatments and the treatment preferred by theaccounting firm, (iii) other material written communications between
the independent auditor and the management of the Fund, (iv) a
description of all non-audit services provided, including fees
associated with the services, to the Fund complex that were notsubject to the pre-approval requirements as discussed above, and(v) all required communications by the Public Company Accounting
Oversight Board (“PCAOB”);j.

to consider the effect of any changes in accounting principles orpractices proposed by management or the auditors;k.

to review security valuation procedures employed with respect to any
asset or class of asset for which there is not a readily determinable
market value;l.

to review and discuss with management, including any officers
certifying the Fund’s Form N-CSR, the Fund’s audited financial
statements as well as any officer’s certifications and reports to be
filed with the Securities and Exchange Commission on behalf of theFund; to offer guidance with respect to such audited financial
statements, certifications and reports; and to determine whether torecommend that the financial statements be included in the annual
report;33

m. to discuss all disclosures made by the Fund’s officers certifying theFund’s Form N-CSR to the Audit Committee, based on such officer’s
most recent evaluation as to (i) all significant deficiencies in thedesign or operation of internal control over financial reporting which
could adversely affect the Fund’s ability to record, process, summarize
and report financial data, and (ii) any fraud, whether or not material,that involves management or other employees who have significant
roles in the Fund’s internal control over financial reporting;n.

to investigate or initiate an investigation of reports of any
improprieties or suspected improprieties in Fund activities relating
to accounting, financial reporting or internal controls over financial
reporting;o.

to discuss generally the Fund’s earnings press releases, if any, as wellas any financial information and earnings guidance provided toanalysts and rating agencies (if any), e.g., the types of information to
be disclosed and the type of presentation to be made;p.

to review in a general manner, but not as an Audit Committee toassume responsibility for, the Fund’s processes with respect to risk
assessment and risk management;q.

to set clear policies relating to the hiring by entities within the Fund’sinvestment company complex of employees or former employees of
the independent auditors;r.

to report on its activities to the Boards of Directors/Trustees on aregular basis and to make any recommendations deemed necessary
or appropriate; ands.

to perform such other functions and to have such powers as may benecessary or appropriate in the efficient and lawful discharge of thepowers provided in this Charter.

The Audit Committee shall have the resources and authority appropriate
to discharge its responsibilities, including appropriate funding, as determinedby the Audit Committee, for payment of compensation to the auditors for the
purpose of preparing or issuing an audit report or performing other audit, review
or attest services for the Fund, the authority to retain and compensate special
counsel and other experts or consultants as the Audit Committee deems
necessary, the authority to obtain specialized training for Audit Committee
members, at the expense of the Fund or series, as appropriate, and for ordinary
administrative expenses of the Audit Committee that are necessary andappropriate to carry out the Audit Committee’s duties.
The Audit Committee may delegate any portion of its authority, including
the authority to grant pre-approvals of audit and permitted non-audit services,34

to a subcommittee of one or more members. Any decisions of the subcommittee
to grant pre-approval shall be presented to the full Audit Committee at its next
regularly scheduled meeting.
4.

Role of the Audit Committee: The function of the Audit Committee isoversight; it is management’s responsibility to maintain appropriate
systems for accounting and internal control over financial reporting, andthe auditor’s responsibility to plan and carry out a proper audit.
Specifically, Fund’s management is responsible for: (1) the preparation,
presentation and integrity of the Fund’s financial statements; (2) themaintenance of appropriate accounting and financial reporting principles
and policies; and (3) the maintenance of internal control over financial
reporting and other procedures designed to assure compliance withaccounting standards and related laws and regulations. The independent
auditors are responsible for planning and carrying out an audit consistent
with applicable legal and professional standards and the terms of their
engagement letter. Nothing in this Charter shall be construed to reduce
the responsibilities or liabilities of the Fund’s service providers, including
the auditors.
Although the Audit Committee is expected to take a detached andquestioning approach to the matters that come before it, the review of aFund’s financial statements by the Audit Committee is not an audit, nordoes the Audit Committee’s review substitute for the responsibilities of
the Fund’s management for preparing, or the independent auditors forauditing, the financial statements. Members of the Audit Committee are
not full-time employees of the Fund and, in serving on this Audit
Committee, are not, and do not hold themselves out to be, acting as
accountants or auditors. As such, it is not the duty or responsibility of the
Audit Committee or its members to conduct “field work” or other types
of auditing or accounting reviews or procedures.
In discharging their duties, the members of the Audit Committee areentitled to rely on information, opinions, reports, or statements, including
financial statements and other financial data, if prepared or presented by:(1) one or more officers of the Fund whom the Directors/Trustees
reasonably believe to be reliable and competent in the matters presented;(2) legal counsel, public accountants, or other persons as to matters the
Director/Trustee reasonably believes are within the person’s professionalor expert competence; or (3) a Board committee of which the
Director/Trustee is not a member.

5.

Operations of the Audit Committee:a.

the Audit Committee shall meet on a regular basis and may holdspecial meetings, as desired. Such meetings shall include, at least
annually, meetings in separate executive sessions with management
35and with the independent auditors, as appropriate. The chair or amajority of the members shall be authorized to call a meeting of the
Audit Committee and send notice thereof.
b.

the Audit Committee shall ordinarily meet in person; however,members may attend telephonically, and the Audit Committee may
act by written consent, to the extent permitted by law and by theFund’s By-Laws.

c.

the Audit Committee shall have the authority to meet privately andto admit non-members individually by invitation. The Audit
Committee shall hold regular meetings with management,
independent auditors and with personnel responsible for the internal
audit function, as appropriate.

d.

the Audit Committee shall prepare and retain minutes of its meetings
and appropriate documentation of decisions made outside of meetings
by delegated authority and provide copies thereof to the Board withina reasonable period of time following each meeting.

e.

the Audit Committee may select one of its members to be the chairand may select a vice chair.

f.

a majority of the members of the Audit Committee shall constitute a
quorum for the transaction of business at any meeting of the Audit
Committee. The action of a majority of the members of the Audit
Committee present at a meeting at which a quorum is present shallbe the action of the Audit Committee.

g.

the Audit Committee has the authority to retain independent counsel
and other advisors as it deems appropriate to discharge its
responsibilities.

h.

the Audit Committee has the authority to request that the Fund
provide adequate funding for the Audit Committee.

i.

the Audit Committee shall review and assess the adequacy of thisCharter on at least an annual basis.

j.

the Audit Committee shall evaluate its performance at least annually.

Qualified Legal Compliance Committee
The Audit Committee shall also serve as the Qualified Legal Compliance
Committee (“QLCC”) for the Fund for the purpose of compliance with
Rules 205.2(k) and 205.3(c) of the Code of Federal Regulations, regarding
alternative reporting procedures for attorneys retained or employed by an issuer
who appear and practice before the SEC on behalf of the issuer (the “issuer
attorney”). An issuer attorney who becomes aware of evidence of a material
violation by the Fund or by any officer, director, employee, or agent of the36

Fund, as an alternative to the reporting requirements of Rule 205.3(b), under
Rule 205.3(c), may report evidence of such material violation to the QLCC.
Upon receipt of such a report, the QLCC shall have the duty andresponsibility:(i)

to inform the Fund’s chief legal officer and chief executive
officer of such report, unless the reporting attorney reasonably
believes that it would be futile to report evidence of a material
violation to the issuer’s chief legal officer and chief executive
officer.

(ii) to determine whether an investigation is necessary regarding
such report and, if it determines an investigation is necessary or
appropriate, to notify the Board; initiate an investigation, which
may be conducted either by the chief legal officer or by outside
attorneys; and retain such additional expert personnel as the
QLCC deems necessary.
(iii) at the conclusion of any such investigation, to recommend, bymajority vote, that the Fund implement an appropriate responseto evidence of a material violation, and inform the chief legal
officer and the chief executive officer and the Board of theresults of any such investigation and the appropriate remedial
measures to be adopted.
The QLCC shall have the authority and responsibility, acting by majority
vote, to take all other appropriate action, including the authority to notify the
SEC in the event that the Fund fails in any material respect to implement anappropriate response that the QLCC has recommended.

37

ATTACHMENT A
AUDIT COMMITTEE CHARTER DEFINITIONS
Independent: In addition to the definition of Independent provided in the
text of the Charter, the following restrictions shall apply to every Audit
Committee member:(1) Employees. A Director/Trustee who is an employee (including nonemployee executive officers) of the Fund may not serve on the Audit
Committee until two years following the termination of his or her
employment. In the event the employment relationship is with aformer parent or predecessor of the Fund, the Director/Trustee could
serve on the Audit Committee after two years following thetermination of the relationship between the Fund and the former
parent or predecessor.
(2) Business Relationship. A Director/Trustee (i) who is a partner,
controlling shareholder, or executive officer of an organization thathas a business relationship with the Fund, or (ii) who has a directbusiness relationship with the Fund (e.g., a consultant) may serve on
the Audit Committee only if the Fund’s Boards of Directors/Trustees
determines in its business judgment that the relationship does notinterfere with the Director/Trustee’s exercise of independentjudgment. In making a determination regarding the independence ofa Director/Trustee pursuant to this paragraph, the Boards of
Directors/Trustees should consider, among other things, themateriality of the relationship to the Fund, to the Director/Trustee,and, if applicable, to the organization with which the Director/Trustee
is affiliated.
“Business Relationships” can include commercial, industrial,banking, consulting, legal, accounting and other relationships. A
Director/Trustee can have this relationship directly with the Fund, or
the Director/Trustee can be a partner, officer or employee of anorganization that has such a relationship. The Director/Trustee may
serve on the Audit Committee without the above-referenced Boardsof Directors/Trustees’ determination after two years following thetermination of, as applicable, either (1) the relationship between theorganization with which the Director/Trustee is affiliated and theFund, (2) the relationship between the Director/Trustee and his or her
partnership status, shareholder interest or executive officer position,or (3) the direct business relationship between the Director/Trustee
and the Fund.
(3) Cross Compensation Committee Link. A Director/Trustee who is
employed as an executive of another corporation where any of the38

Fund’s executives serve on that corporation’s compensationcommittee may not serve on the Audit Committee.
(4) Immediate Family. A Director/Trustee who is an Immediate Family
member of an individual who is an executive officer of the Fund or
any of its affiliates cannot serve on the Audit Committee until
two years following the termination of such employment relationship.
“Immediate Family” includes a person’s spouse, parents, children,
siblings, mothers-in-law and fathers-in-law, sons and daughters-inlaw, brothers and sisters-in-law, and anyone (other than employees)
who shares such person’s home.
(5) Compensation. The Audit Committee member may not, other than in
his or her capacity as a member of the Audit Committee, the Boardsof Directors/Trustees or any other Board committee: (i) accept,
directly or indirectly, any consulting, advisory or other compensatory
fee from the Fund or an affiliate of the Fund; or (ii) be an “interested
person” of the Fund as defined in Section 2(a)(19) of the Investment
Company Act of 1940 (the “1940 Act”).

39

ATTACHMENT B
PROCEDURES FOR THE REPORTING OF CONCERNSREGARDING ACCOUNTING, INTERNAL ACCOUNTINGCONTROLS OR AUDITING MATTERS FOR REGISTEREDINVESTMENT COMPANIES ADVISED BY BROOKFIELD PUBLIC
SECURITIES GROUP LLC
Section 301 of the Sarbanes-Oxley Act of 2002 (the “Act”) requires
national securities exchanges to adopt listing standards requiring that audit
committees of the Boards of Directors/Trustees of exchange-listed publiccompanies establish procedures for: (i) the receipt, retention and treatment ofcomplaints received by the issuer regarding accounting, internal accounting
controls, or auditing matters (“Accounting Concerns”); and (ii) the confidential,
anonymous submission by employees of the issuer of concerns regarding
questionable accounting or auditing matters.
The New York Stock Exchange (the “NYSE”) has listing standards that
require each listed company to comply with the above requirements of the Act.
In addition, the NYSE listing standards acknowledge that registered investmentcompanies do not technically have employees. Therefore, the listing standards
require that NYSE-listed registered investment companies provide for theconfidential, anonymous submission of questionable accounting or auditing
matters by employees of(1) the registered investment company, (2) theinvestment adviser, (3) the administrator, (4) the principal underwriter, and(5) any other provider of accounting related services for the registeredinvestment company (each an “Interested Party” and collectively, the “Interested
Parties”).
These procedures (the “Procedures”) outline the requirements and theprocess for complying with Section 301 of the Act and NYSE listing standards
by the registered investment companies (each a “Fund” and collectively, the“Funds”) advised and/or administered by Brookfield Public Securities GroupLLC (“PSG”). These Procedures have been adopted by the audit committee of
each Fund (the “Audit Committee”) to ensure compliance with Section 301 of
the Act and NYSE requirements and are effective, as amended, as of March
2004. These Procedures are hereby incorporated into and attached as
Attachment B to the Audit Committee Charter of each Fund.
PROCEDURES:
I.

Scope of Matters Covered by These Procedures

These procedures relate to Accounting Concerns reported by Interested
Parties including, without limitation, the following:•

Fraud, deliberate error, or misrepresentation in the preparation,
evaluation, review or audit of any financial statement of the Fund;
40

II.

•

Fraud, deliberate error, or misrepresentation in the recording andmaintaining of financial records of the Fund;•

Deficiencies in or noncompliance with the Fund’s internal accounting
controls;•

Misrepresentation or false statements to or by a senior officer or
accountant regarding a matter contained in the financial records,
financial reports or audit reports of the Fund; and•Deviation from full and fair reporting of the Fund’s financial
condition.
Reporting of Accounting Concerns

An Interested Party may submit a good faith report of an Accounting
Concern to the Fund. A report may be submitted to PSG’s Chief Compliance
Officer or to the Fund’s Audit Committee (or the person designated by theFund’s Audit Committee to receive such a report on its behalf).
An Interested Party need not disclose his or her identity.
A.

Any Interested Party may confidentially and, if desired, anonymously
communicate in writing any Accounting Concerns to:
Brookfield Public Securities Group LLC
c/o Chief Compliance Officer
Brookfield Place
225 Liberty Street, 35th Floor
New York, NY 10281-1023

B.

An Interested Party may also confidentially and, if desired, anonymously,
report any Accounting Concerns by sending the concern to the following
website:C.

An Interested Party may also confidentially and, if desired, anonymously,
report any Accounting Concerns to the Fund’s Audit Committee at:[Name of Fund]
Audit Committee
c/o Brookfield Public Securities Group LLC
Brookfield Place
225 Liberty Street, 35th Floor
New York, NY 10281-1023

III.

Receipt and Retention of Accounting Concerns

The PSG Chief Compliance Officer may appoint an attorney to handle
receipt and investigation of an Accounting Concern (the “PSG Designee”).

41The PSG Chief Compliance Officer and PSG Designee shall record all
Accounting Concerns received in a log that shall include a summary of thereported concern and the date and time received. The PSG Designee shall retain
the original mailings received in accordance with the Fund’s document retention
policy and advice of the PSG Chief Compliance Officer.
IV.

Treatment and Handling of Accounting Concerns

A.

With respect to Accounting Concerns received in writing, the PSG
Designee shall forward a copy of any communication (including
information on the date received) to the PSG Chief Compliance Officer.

B.

With respect to Accounting Concerns reported via the PSG Compliance
Hotline, the Head of Compliance for PSG (or his/her designee) shall:(a) summarize all reports received; and (b) deliver contemporaneously
such summary to the PSG Chief Compliance Officer and the Fund’s Audit
Committee Chairman.

C.

The PSG Chief Compliance Officer or PSG Designee will maintain a logof Accounting Concerns, tracking their receipt, investigation andresolution. The PSG Chief Compliance Officer or PSG Designee shalltake all reasonable steps to investigate reported Accounting Concerns in atimely manner. All reports and investigations will be kept confidential tothe extent possible, consistent with the need to conduct an adequate
investigation. The PSG Chief Compliance Officer or PSG Designee shallretain records relating to each Accounting Concern received and thefollow-up actions taken to investigate and respond to each Accounting
Concern in accordance with the Fund’s document retention policy andadvice of the PSG Chief Compliance Officer.

D.

The PSG Chief Compliance Officer or PSG Designee will take allreasonable steps to investigate the Accounting Concern and will report hisor her findings to the Audit Committee at the next Audit Committee
meeting. If, in the opinion of the PSG Chief Compliance Officer and thePSG Designee, the matter requires immediate attention, he or she will
discuss the matter with the Chairman of the Fund’s Audit Committee.

E.

The PSG Designee will inform the PSG Chief Compliance Officer as
appropriate of the results of his or her investigation and actions deemed
appropriate. The PSG Chief Compliance Officer and PSG Designee shallconsider whether retention of outside independent or expert advisors isnecessary or advisable.

F.

The PSG Chief Compliance Officer or PSG Designee will provide asummary report quarterly to the Fund’s Audit Committee on the reports
received by him or her and the results of the investigations. If investigations
confirm that a material Accounting Concern has occurred, the Fund’s Audit
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Committee will be informed promptly of this conclusion and the remedial
measures being adopted.
V.

Handling of Accounting Concerns by Audit CommitteeA.

The Audit Committee shall be entitled to receive any information or
updates it may request from the PSG Chief Compliance Officer or the
PSG Designee with respect to any reported Accounting Concern.

B.

The Audit Committee shall review and take any action it deems appropriate
in its judgment with respect to any Accounting Concern it is made awareof, including retention of any independent or expert advisors or meetingwith officers of the Fund or employees of PSG. Any review and evaluationof such report will include consideration of whether the matter(s) describedin the report pertain to an Accounting Concern, the merits of the report,
and whether further review and/or investigation is warranted. Any decisionby the Audit Committee to review or investigate any matter brought to its
attention as a result of these procedures will not in any way be, or bedeemed to be, a determination by the Audit Committee or the Fund thatany actions or inactions that are the subject of the report have, in fact,occurred or constitute an Accounting Concern.

C.

At any time during a review and/or investigation of a report, the Chair of
the Audit Committee may notify the Fund’s chief executive officer, chief
financial officer, or the PSG Chief Compliance Officer of the receipt of areport and/or the progress or results of any review and/or investigation of
the report, and will provide such information as may be necessary to allow
for appropriate consideration by such parties of the Fund’s disclosure
obligations, including with regard to any required officer certifications.

D.

The Audit Committee hereby delegates to the Chairman of the Audit
Committee the authority to receive and review any specific Accounting
Concern on an emergency basis. Any exercise of such authority by the
Chairman shall be reported to the Audit Committee at its next regularlyscheduled meeting.

VI.

Response to Reporting Interested Parties

The PSG Chief Compliance Officer or PSG Designee or other appropriate
person will, when possible or as appropriate: (i) acknowledge receipt of the
Accounting Concern to the reporting Interested Party, and (ii) provide a
response to the Interested Party who has raised an Accounting Concern andidentified him/herself.
VII. Non-Retaliation Policy
The Audit Committee also wants to ensure that any Interested Party
wishing to submit a report of the type contemplated in the Procedures shall befree to do so without fear of dismissal or retaliation.
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VIII. Amendments to the Procedures
The Audit Committee may amend the Procedures from time to time tomaintain compliance with Section 301 and the Act and the rules implemented
there under and NYSE listing standards.

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APPENDIX BNOMINATING AND COMPENSATION COMMITTEE CHARTER
Nominating and Compensation Committee Membership
The Nominating and Compensation Committee (the “Committee”) of each
Fund shall be composed entirely of Directors/Trustees who are not “interested
persons” as that term is defined in the Investment Company Act of 1940 (the“1940 Act”) (the “Independent Directors”), and may be comprised of one ormore such Independent Directors.
Board Nominations and Functions
1.

The Committee shall make nominations for Independent Director
membership on the Boards of Directors/Trustees (the “Board”). The
Committee shall evaluate candidates’ qualifications for Board membership,
and their independence from the Funds’ investment advisers and otherprincipal service providers. Persons selected must not be “interested
persons” of the Fund. The Committee shall also consider the effect of any
relationship beyond those delineated in the 1940 Act that might impair
independence, such as business, financial or family relationships with theinvestment adviser or its affiliates. In determining the nominee’squalifications for Board membership, the Committee may consider suchother factors as it may determine to be relevant to fulfilling the role ofbeing a member of the Board, including whether nominees would qualify
for service on a Fund’s audit committee under the rules of the New York
Stock Exchange or other applicable securities exchange.

2.

The President and other officers of the Fund may recommend candidates
for the Board. The Committee shall give candidates recommended by the
President and other officers of the Fund the same consideration as anyother candidate.

3.

The Committee may establish procedures for the consideration ofshareholder nominees.

4.

The Committee shall periodically review the composition of the Board todetermine whether it may be appropriate to add individuals with different
backgrounds or skills from those already on the Board.

5.

The Committee shall periodically review Director compensation and shallrecommend any appropriate changes to the Board as a group.

Committee Nominations and Functions
1.

The Committee shall make nominations for membership on all committeesof the Funds and shall review Board committee assignments as necessary.

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2.

The Committee shall review, as necessary, the responsibilities of any
committee of the Board, whether there is a continuing need for eachcommittee, whether there is a need for additional committees, and whether
committees should be combined or reorganized. The Committee shallmake recommendations for any such action to the full Board.

Other Powers and Responsibilities
1.

The Committee shall normally meet on an annual basis prior to the first,
second and fourth quarterly meetings of the full Board and is empowered
to hold special meetings as circumstances require.

2.

The Committee shall have the resources and authority appropriate todischarge its responsibilities, including authority to utilize Independent
Director or Fund counsel and to retain other experts at the expense of theFunds.

3.

The Committee shall review this Charter at least annually and recommend
any changes to the full Board.

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Important Notice Regarding the Availability of Proxy Materials for
the Special Meeting:
The Proxy Statement is available at www.proxyvote.com.

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