DATED APRIL 2024
BROOKFIELD OAKTREE WEALTH SOLUTIONS ALTERNATIVE FUNDS
S.A. SICAV–UCI PART II

A multi-compartment open-ended umbrella investment company with variable capital
SOCIÉTÉ ANONYMESOCIÉTÉ D'INVESTISSEMENT À CAPITAL VARIABLE

PROSPECTUS
This Fund is authorized and supervised by the Luxembourg supervisory authority,
the Commission de Surveillance du Secteur Financier (the “CSSF”). Suchauthorization does not, however, imply approval by any Luxembourg authority of
the contents of this Prospectus or of the portfolio of investments held by the Fund.
Any representation to the contrary is unauthorized and unlawful.

NOTICE TO RESIDENTS OF THE UNITED KINGDOMThe content of this promotion has not been approved by an authorised person within the meaningof the Financial Services and Markets Act 2000. Reliance on this promotion for the purpose ofengaging in any investment activity may expose an individual to a significant risk of losing all of
the property or other assets invested.
This communication is being made by LFE European Asset Management S.à r.l. (trading as:
Brookfield Oaktree Wealth Solutions; registered name: LFE European Asset Management S.à r.l.;incorporated in Luxembourg; RCS number B198087; registered office 26A, Boulevard Royal, L2449 Luxembourg, Grand Duchy of Luxembourg) (the "AIFM"). The AIFM will manage the global
distribution of this offering in accordance with the terms of the AIFM agreement between the
AIFM and the Fund (registered name: Brookfield Oaktree Wealth Solutions Alternative Funds S.A.
SICAV–UCI Part II; incorporated in Luxembourg; RCS number: B273287; registered office: 26A,
Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg).
Further information or other enquiries regarding the matters to which this communication
relates should be sent to the Compliance Officer, 26A Boulevard Royal, L-2449, Grand Duchy of
Luxembourg. From time-to-time, sub-distributors may be appointed.

Don’t invest unless you’re prepared to lose all the money you invest. This is a high-risk investment
and you are unlikely to be protected if something goes wrong.

Important Information
This confidential offering document (as it may be amended, restated or supplemented from time totime, this "Prospectus") is furnished on a confidential basis to investors primarily domiciled incountries of the European Economic Area ("EEA"), countries in Asia, the United Kingdom, Jersey,
Switzerland, Dubai or certain other jurisdictions for the purpose of providing certain information
about an investment in Brookfield Oaktree Wealth Solutions Alternative Funds S.A. SICAV–UCI Part
II (the "Fund", such term including, unless the context otherwise requires, its sub-funds), a
Luxembourg investment company with variable capital (société d’investissement à capital variable
or "SICAV") established in the form of a public limited company (société anonyme or “SA”) governedby the laws of the Grand Duchy of Luxembourg, in particular as at the date of this Prospectus, theLuxembourg law of 10 August 1915 on commercial companies (the "1915 Law") and Part II of the
Luxembourg Law of 17 December 2010 relating to undertakings for collective investment (the "2010Law"), and its articles of association (the “Articles”).
The Fund is authorized and supervised by the Luxembourg supervisory authority, the Commission
de Surveillance du Secteur Financier (the “CSSF”). Such authorization does not, however, imply
approval by any Luxembourg authority of the contents of this Prospectus or of the portfolio ofinvestments held by the Fund. Any representation to the contrary is unauthorized and unlawful.
Prospective Investors should consider the information in this Prospectus before investing in theFund, and it should be retained for future reference.
The Fund was originally incorporated in Luxembourg on 14 November 2022 as a reserved alternative
investment fund (fonds d'investissement alternatif réservé à compartiments multiples or "RAIF"). On
2 April 2024, a resolution of shareholders in the Fund was passed to convert the Fund from an SA
SICAV-RAIF into an SA SICAV governed by the 2010 Law (the "Part II Reorganization"). A second
resolution was passed concurrently to approve the associated changes to the Articles required by
the Part II Reorganization. The latest version of the Articles was published in the Recueil électroniquedes sociétés et associations ("RESA"), the central electronic platform of the Grand Duchy of
Luxembourg, on or around 2 April 2024.
The Fund has an umbrella structure consisting of one or more sub-funds (each a "Sub-Fund").
Prospective Investors have the opportunity to invest in one or more Sub-Funds which may becreated from time to time and the terms of which may differ significantly, including in relation totheir investment strategy, fee structure, distribution policy, investor prerequisites, terms of
payment or other specific attributes. The assets and liabilities of a Sub-Fund are segregated fromthe assets and liabilities of the other Sub-Funds. Pursuant to this ring-fencing principle, although
the Fund constitutes a single legal entity, the assets of each Sub-Fund can only be used to satisfy therights of investors in that particular Sub-Fund and the rights of creditors whose claims have arisen
in connection with the operation of that particular Sub-Fund. Each Sub-Fund may be liquidated
individually, without this resulting in the liquidation of another Sub-Fund. The characteristics ofeach Sub-Fund are described in greater detail in the relevant supplement to this Prospectus for eachspecific Sub-Fund ("Sub-Fund Supplement"). Unless expressly stated to the contrary, references to
the Fund, its investments or investment activity shall include each Sub-Fund, and the investments
by or investment activity of the relevant Sub-Fund.
Each Sub-Fund may issue shares ("Shares") in different Share classes ("Share Class"). Such ShareClasses may each have specific characteristics. Certain Share Classes may be reserved to certain
categories of investors. The different Share Classes in issue or to be issued in the Sub-Funds maydiffer inter alia in their fee structure, distribution policy or any other criteria to be determined by
the Fund and as contained in the relevant Sub-Fund Supplement.
The Fund has an unlimited duration and shall end with the dissolution and liquidation of its last SubFund.
The Fund may, but does not yet, include Sub-Funds that qualify and have been approved as an ELTIF(as defined herein) under the ELTIF Regulation (as defined herein) (the "ELTIF Sub-Funds"). This
Prospectus and/or the relevant Sub-Fund Supplement will be updated to contain the information
required under the ELTIF Regulation prior to the establishment of any ELTIF Sub-Funds. ELTIFs areintended to be invested in long-term assets in accordance with the specific rules laid down in the
ELTIF Regulation. Prospective investors should be aware that long-term assets are typically assetsthat are of an illiquid nature, require patient capital based on capital injections: commitments thatare made for a considerable period of time, often provide late return on investment and generally
have an economic profile of a long-term nature. As a result, each prospective Investor in an ELTIF
Sub-Fund should carefully consider the appropriate amount of its overall investment portfolio to beinvested, and it is recommended that such Investor only invests a small proportion of its overall
investment portfolio in such ELTIF Sub-Fund. ELTIF Sub-Funds are only appropriate for investors who
are able to sustain a long-term and illiquid commitment.
Certain Shares may be listed on a recognised stock exchange.
Each Sub-Fund Supplement contains the information required to be disclosed under the SFDR (asdefined herein), including, where applicable, under the Taxonomy Regulation (as defined herein).
The Prospectus is based on information, law and practice at the date hereof. The Fund cannot bebound by an out of date prospectus when it has issued a new prospectus, and investors should checkwith the AIFM that this is the most recently published prospectus. Neither delivery of the Prospectus
nor anything stated herein should be taken to imply that any information contained herein is correct
as of any time subsequent to the date hereof.
Each potential Investor desiring to subscribe for shares in one or more Sub-Funds ("Shares") isrequired to execute a subscription document and make certain representations and warranties tothe relevant Sub-Fund(s).
The Fund may be offered through financial intermediaries, which generally have client net worth
thresholds and other requirements. Accordingly, the Fund can accommodate investors with suchfinancial intermediary relationships. Such Investors should consult with their financial
intermediary to discuss potential eligibility and suitability to invest in the Fund.
Potential Investors should pay particular attention to the information in Section XVIII (Risk Factors
and Other Considerations) of this Prospectus including the risk factors section as set forth in therelevant Sub-Fund Supplement. The purchase of Shares in the Fund entails a high degree of risk
and is suitable for Investors for whom an investment in the Fund does not represent a complete
investment program, and who fully understand the Fund's strategy, characteristics and risks,
including the use of borrowings to leverage Investments. Investment in the Fund requires thefinancial ability and willingness to accept the high risks and lack of liquidity inherent in an
investment in the Fund. Shareholders in the Fund ("Shareholders") must be prepared to bear suchrisks for an extended period of time. No assurance can be given that the Fund's investment
objectives will be achieved or that investors will receive a return of their capital.
In making an investment decision, Investors must rely on their own examination of the Fund andrelevant Sub-Fund(s) and the terms of the offering, including the merits and risks involved. Potential
Investors should not construe the contents of this Prospectus as legal, tax, investment or accounting

advice. Each potential Investor is urged to consult its own advisors with respect to the legal, tax,
regulatory, financial and accounting consequences of an investment in the relevant Sub-Fund(s).
In the event that the descriptions or terms in this Prospectus are inconsistent with or contrary to thedescriptions in, or terms of, the Articles (as herein defined) or the subscription document, theArticles and such subscription document (if not in conflict with the Articles) will prevail. The Shares
are offered subject to the Fund's ability to reject any potential Investor's subscription for Shares inwhole or in part in its sole discretion.
No one is authorized to make any statements about this offering different from those that appear
in this Prospectus and any representation to the contrary must not be relied upon. Neither thedelivery of this Prospectus nor the offer, issue or sale of Shares of the Fund shall under any
circumstances constitute a representation that the information contained herein is correct as of any
date subsequent to the date on the cover hereof or, if earlier, the date when such information isreferenced. Certain information contained in this Prospectus or as otherwise provided by Brookfieldin connection with the offering (including certain forward-looking statements and information, as
well as certain benchmarking, league table, market comparison and other similar information) has
been obtained from published and non-published sources or prepared by other parties and incertain cases has not been updated through the date hereof. In addition, certain third-party
information (including, without limitation, certain information concerning investment performance)
contained herein has been obtained from, or otherwise relates to, companies in which investments
have been made by Brookfield or other Brookfield Accounts (defined below). While such sources are
believed to be reliable, none of Brookfield, the Fund, the Sponsor (defined below), any placement
agent or any of their respective directors, officers, employees, partners, members, shareholders oraffiliate or any other person, has taken any steps to verify, or assumes any responsibility for, theaccuracy or completeness of such information or the methodologies or assumptions on which suchinformation is based. Performance information set forth in this Prospectus is in USD ($) unlessotherwise specified.
The distribution of this Prospectus and the offer and sale of the Shares in certain jurisdictions may
be restricted by law. This Prospectus does not constitute an offer to sell or the solicitation of an offer
to buy Shares in any state or other jurisdiction to any person to whom it is unlawful to make suchoffer or solicitation in such state or jurisdiction. Potential Investors should inform themselves as tothe legal requirements and tax consequences within the countries of their citizenship, residence,
domicile, and place of business with respect to the acquisition, holding, or disposal of Shares, andany U.S. or non-U.S. exchange restrictions that may be relevant thereto. The Shares may not be
offered or sold, directly or indirectly (except, where such Shares are listed on a recognized stock
exchange, in accordance with the relevant trading/transferability rules applicable for shares listed
on such exchange), and this Prospectus may not be distributed in any jurisdiction, except inaccordance with the legal requirements applicable in such jurisdiction. Shares that are acquired bypersons not entitled to hold them will be compulsorily redeemed.
LFE European Asset Management S.à r.l., a private limited liability company (société à responsabilité
limitée) incorporated under the laws of the Grand Duchy of Luxembourg and an affiliate of
Brookfield, has been appointed as the Fund's external alternative investment fund manager (the"AIFM") in accordance with the provisions of the 2010 Law and the 2013 Law (defined below). The
AIFM is responsible inter alia for the risk management function of the Fund and may delegate theportfolio management function of the Fund as set forth in the relevant Sub-Fund Supplement.
The AIFM has been authorized by the CSSF as an alternative investment fund manager pursuant to
the Luxembourg law of 12 July 2013 on alternative investment fund managers, as may be amended
from time to time, which has implemented the AIFM Directive (as defined herein) in Luxembourg(the "2013 Law"). Any reference herein to rights, powers or duties exercised or performed by the
AIFM is exercised by the AIFM pursuant to the alternative investment fund management agreement

entered into between the Fund and the AIFM (as amended, restated or supplemented from time totime, the "AIFM Agreement").
This Prospectus is to be used by the potential Investor to which it is furnished solely in connection
with the consideration of the subscription for the Shares described herein. This Prospectus contains
confidential, proprietary, trade secret and other commercially sensitive information and shouldbe treated in a confidential manner. Your acceptance of this document from Brookfield constitutes
your agreement to (i) keep confidential all the information contained in this document, as well as
any information derived by you from the information contained in this document (collectively,"Confidential Information") and not disclose any such Confidential Information to any other person;(ii) not use any of the Confidential Information for any purpose other than to evaluate an investmentin the Fund; (iii) not use the Confidential Information for purposes of trading any security, including,
without limitation, securities of Brookfield or entities in which Brookfield or its affiliate haveinvestments; and (iv) promptly return this document and any copies hereof to Brookfield upon
Brookfield's request, in each case subject to the confidentiality provisions more fully set forth in thisProspectus and any written agreement between the recipient and Brookfield, if any. This Prospectus
may not be reproduced or used in whole or in part for any other purpose, nor may it or any of theinformation it contains be disclosed or furnished to any other person without the prior writtenconsent of the Sponsor.
This Prospectus is not an approved prospectus for the purposes of regulation (EU) 2017/1129, as
amended, and related EU and national legislation.
This Prospectus is not a marketing communication within the meaning of Regulation (EU) No.
2019/1156 of the European Parliament and of the Council of 20 June 2019 on facilitating crossborder distribution of collective investment undertakings. Capitalized terms not otherwise defined
herein have the meaning set forth in Section XX (Definitions) of this Prospectus.

CONTENTSI.

FUND OVERVIEW .................................................................................................................... 1II.

BROOKFIELD ASSET MANAGEMENT ....................................................................................... 3

III.

MANAGEMENT AND ADMINISTRATION TEAM ...................................................................... 9IV.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) MANAGEMENT ................................ 11V.

SUMMARY OF PRINCIPAL TERMS ......................................................................................... 12

VI.

ISSUE OF SHARES .................................................................................................................. 19

VII.

SUBSCRIPTIONS PROCESS ..................................................................................................... 20

VIII.

REDEMPTION AND WITHDRAWAL ....................................................................................... 23

IX.

CALCULATION OF NET ASSET VALUE .................................................................................... 26

X.

FEES AND EXPENSES OF THE FUND ...................................................................................... 28

XI.

DISTRIBUTIONS ..................................................................................................................... 30

XII.

INDEPENDENT AUDITOR....................................................................................................... 31

XIII.

MEETINGS OF SHAREHOLDERS............................................................................................. 32

XIV.

REPORTS ............................................................................................................................... 33

XV.

REGULATORY AND TAX CONSIDERATIONS ........................................................................... 34

XVI.

DISSOLUTION AND LIQUIDATION OF THE FUND .................................................................. 53

XVII.

DOCUMENTATION AND INFORMATION / AMENDMENTS ................................................... 55

XVIII.

RISK FACTORS AND OTHER CONSIDERATIONS ..................................................................... 56

XIX.

CONFLICTS OF INTEREST....................................................................................................... 57

XX.

DEFINITIONS ......................................................................................................................... 58

XXI.

DIRECTORY............................................................................................................................ 67

SUB-FUND SUPPLEMENT ................................................................................................................... 68

I.

FUND OVERVIEW

The following provides a general overview of the structure and principal features of the Fund. It
should be read in conjunction with and is qualified in its entirety by the Articles and the relevant
Sub-Fund Supplement. The Articles are available upon request and are an integral part of thisoffering. In the event that the terms described herein are inconsistent with or contrary to the termsof the Articles, the terms of the Articles shall prevail. The Fund is an umbrella fund composed of one
or more Sub-Funds, which may be created from time to time. This Prospectus contains the generalterms applicable to the Fund and all of its Sub-Funds and should be read together with each SubFund Supplement.
The Fund qualifies as a multi-compartment investment company with variable capital (sociétéd'investissement à capital variable – SICAV) governed by Part II of the 2010 Law and organized in
the form of a public limited company (société anonyme).
The Fund further qualifies as an AIF under the 2013 Law and has appointed LFE European AssetManagement S.à r.l. as its alternative investment fund manager and, subject to the AIFM being
authorized, as ELTIF manager within the meaning of the ELTIF Regulation.
The subscription, sale and holding of Shares of a Sub-Fund is restricted to Eligible Investors (asdefined herein) subscribing on their own behalf or to Eligible Investors subscribing on behalf of other
Eligible Investors (subject to any discretion afforded to the Board of Directors (as defined herein) as
set out in this Prospectus and/or the relevant Sub-Fund Supplement).
The Fund has been incorporated in Luxembourg for an unlimited duration. The Articles have been
filed with the Registre de Commerce et des Sociétés (the "RCS") and are available on the RecueilElectronique des Sociétés et Associations website. Copies may also be obtained at the registeredoffice of the Fund.
The share capital of the Fund shall be variable and shall, at all times, be equal to the net asset valueof the Fund ("Net Asset Value" or "NAV") and its Sub-Funds and is expressed in United States Dollars(USD). It is represented by Shares issued with no par value fully paid-up. Variations in the capitalshall be effected ipso jure and there are no provisions requiring publications and filing of suchvariations with the RCS.
The Fund is an umbrella fund that may consist of different Sub-Funds. Each Sub-Fund shall becomprised of all that has been paid or contributed on the Shares in the relevant Sub-Fund, all thathas been obtained by the relevant Sub-Fund with the said payments and contributions, all resulting
benefits and all debts, liabilities and other commitments incurred by the Fund for the account of the
Sub-Fund concerned. The Board of Directors may establish both open and closed-ended Sub-Funds.
The introduction of a Sub-Fund is effected pursuant to a decision to that end by the Board of
Directors setting the terms and conditions of the relevant Sub-Fund. Each Sub-Fund may have
similar or different investment strategies and other specific features (including, but not limited to,specific investment advisor(s)/manager(s), if any, specific fee structures, permitted investments,
investment restrictions and distribution policies) as the Board of Directors shall determine from time
to time in respect of each Sub-Fund and as contained in the relevant Sub-Fund Supplement.
The assets and liabilities of each Sub-Fund shall be segregated from the assets and liabilities of theother Sub-Funds, with creditors having recourse only to the assets of the Sub-Fund concerned. As
between the Investors, each Sub-Fund will be deemed to be a separate entity. The rights andobligations of the Investors are limited to the assets of the Sub-Fund(s) in which they invest. Each
Sub-Fund may be liquidated individually, without this resulting in the liquidation of another SubFund.

1

The different Classes of Shares in issue or to be issued in each Sub-Fund may differ inter alia in theirfee structure, distribution policy or any other criteria to be determined by the Board of Directors
and as contained in the relevant Sub-Fund Supplement.
The proceeds of the issue of Shares in respect of each Sub-Fund will be invested for the exclusive
benefit of the relevant Sub-Fund in accordance with the investment policy set forth in the relevant
Sub-Fund Supplement. All Shares of the same Class in a particular Sub-Fund shall have equal rights
as to dividends declared (if any), income, realized and unrealized investment gains, redemption
rights, redemption proceeds and liquidation proceeds.

2

II.

BROOKFIELD ASSET MANAGEMENTThe Firm
Brookfield is a leading global alternative asset manager with approximately $850 billion of AUM 1
across infrastructure, renewable power and transition, private equity, real estate, and credit andinsurance solutions. Building on a history as an owner and operator that dates back more than 100
years, 2 Brookfield invests in long-life assets and businesses that form the backbone of today's global
economy. Throughout its operations—which support approximately 200,000 operating employees
in over 30 countries—Brookfield is committed to practices that have a positive impact on thecommunities in which it operates. 3 The Firm uses its global reach, access to large-scale capital andoperational expertise to offer a range of alternative investment products to investors around theworld—including public and private pension plans, endowments and foundations, sovereign wealthfunds, financial institutions, insurance companies and individual investors.
Global Operations
Well-established operations in more than 30 countries on five continents enable Brookfield toreadily invest wherever the most attractive opportunities emerge.

1

2

3

As of June 30, 2023. AUM is calculated as total assets presented on a fair value basis, and at 100%, for investments that Brookfield
consolidates for accounting purposes or actively manages, including investments of which Brookfield or a controlled investment vehicle
is the largest shareholder or the primary operator or manager. For all other investments, AUM is presented at Brookfield’s or its
controlled investment vehicles’, as applicable, proportionate share of the investment’s total assets on a fair value basis. Note that thisincludes Brookfield’s perpetual affiliates, Brookfield Property Group (“BPG”), Brookfield Renewable Partners L.P. (“BEP”), Brookfield
Business Partners L.P. (“BBU”) and Brookfield Infrastructure Partners L.P. (“BIP”), and Brookfield Asset Management Reinsurance
Partners Ltd. (“BAMR”), a paired entity with BAM. Infrastructure and Real Estate AUM each include $4 billion of AUM attributable to
Brookfield Public Securities Group LLC (“PSG”). Infrastructure, Private Equity and Real Estate AUM include $2 billion, $15 billion and$16 billion of Oaktree Capital Management (“Oaktree”) AUM, respectively. Credit & Insurance Solutions includes $132 billion of
Oaktree AUM, $14 billion of PSG AUM and $7 billion from Brookfield Reinsurance Partners ("BAM Re"). Oaktree AUM is calculateddifferently from the methodology described above. Details regarding calculation of Oaktree’s AUM are available athttps://www.oaktreecapital.com/about. Both Oaktree and PSG are separated from the rest of Brookfield by an information barrier
pursuant to which Oaktree and PSG manage their investment activities independently of Brookfield’s property, infrastructure, private
equity, renewable energy and reinsurance businesses.
Brookfield was founded in 1899 with the formation of São Paulo Tramway, Light and Power Company. Brookfield operated under thename Brascan until 2005 when it was changed to Brookfield. Since 2001, Brookfield has transitioned from being an owner-operator,
investing solely on its own behalf, to an asset manager.
As of December 31, 2022. Covers operating employees across all of Brookfield's and Oaktree's business lines (e.g., private funds, listed
entities, and public securities vehicles) and investment sectors (e.g., real estate, infrastructure, and private equity), including related
operating businesses and portfolio companies. Operating employees include personnel working at Brookfield's related operating
businesses and portfolio companies. Management fees earned by Brookfield are not used to compensate such operating employees
but rather operating employee compensation is a company or fund expense.
3

Figure 1: A Leading Global Alternative Asset Manager 4, 5

Infrastructure & Renewable Power
Brookfield is one of the world's largest infrastructure investors, with approximately $258 billion of
AUM across the transport, renewable power and transition, utilities, midstream and data sectors.
More than 440 professionals and 55,000 operating employees across five continents enable the Firm
to readily invest at scale wherever it believes the most promising opportunities emerge. 6
Consistent with the Firm's history as an owner and operator of long-life assets, Brookfield has anextensive track record of acquiring and operating infrastructure, renewable power and transition
assets that provide essential services and often generate sustainable, long-term cash flows. The Firm
leverages its extensive operating experience to maintain and enhance the value of assets, grow andde-risk cash flows and provide investors with attractive long-term returns through a combination of
cash yield and capital appreciation.

4

5

6

As of 30 September 2023. AUM is calculated as total assets presented on a fair value basis, and at 100%, for investments that Brookfield
consolidates for accounting purposes or actively manages, including investments of which Brookfield or a controlled investment vehicle
is the largest shareholder or the primary operator or manager. For all other investments, AUM is presented at Brookfield’s or its
controlled investment vehicles’, as applicable, proportionate share of the investment’s total assets on a fair value basis. Note that thisincludes Brookfield’s perpetual affiliates, BPG, BEP, BBU and BIP, and BAMR, a paired entity with BAM. Infrastructure and Real Estate
AUM include $4 billion and $2 billion respectively of AUM attributable to PSG. Infrastructure, Private Equity and Real Estate AUM
include $4 billion, $16 billion and $17 billion of Oaktree AUM, respectively. Credit & Insurance Solutions includes $143 billion of Oaktree
AUM, $8 billion of PSG AUM and $47 billion from BAM Re. Oaktree AUM is calculated differently from the methodology describedabove. Details regarding calculation of Oaktree’s AUM are available at https://www.oaktreecapital.com/about. Both Oaktree and PSG
are separated from the rest of Brookfield by an information barrier pursuant to which Oaktree and PSG manage their investment
activities independently of Brookfield’s property, infrastructure, private equity, renewable energy and reinsurance businesses.
As of December 31, 2022. Covers investment professionals and operating employees across all of Brookfield and Oaktree's businesslines (e.g., private funds, listed entities, and public securities vehicles) and investment sectors (e.g., real estate, infrastructure, andprivate equity), including related operating businesses and portfolio companies. Investment professionals include all personnel
involved in the capital allocation process, including research, investment analysis, risk analysis, performance measurement analysis,
and other personnel. Operating employees include personnel working at Brookfield’s related operating businesses and portfolio
companies. Management fees earned by Brookfield are not generally used to compensate such operating employees, but rather
operating employee compensation is typically a company or fund expense.
As of December 31, 2022. Covers infrastructure business professionals and operating employees of Brookfield, its publicly tradedaffiliates, BIP and BEP, and related operating businesses and portfolio companies, and exclude sustainable resources employees.
Infrastructure business professionals includes investment professionals, asset management professionals, and employees in corporate
functions including finance, tax, legal, and investor relations. Operating employees include personnel working at Brookfield's related
operating businesses and portfolio companies. Management fees earned by Brookfield are not used to compensate such operating
employees, but rather operating employee compensation is a company or fund expense.
4

Private Equity
Brookfield is a leading global private equity investor, with approximately $139 billion of AUM and
105,000 operating employees. 7 It is focused on acquiring high-quality businesses with significant
barriers to entry, low production costs and the potential for enhanced cash flow generation. Using an
operations-oriented approach that leverages its heritage as an owner-operator, Brookfield navigatescomplex situations across market cycles to identify compelling investment opportunities and build
value in its portfolio companies through performance improvement. The Firm's goal is to deliver
attractive risk-adjusted returns to investors.
Real Estate
Brookfield is one of the world's largest investors in real estate, with approximately $271 billion of AUM
across office, multifamily, logistics, retail, hospitality, mixed-use and alternative real estate (such as
life sciences, manufactured housing, student housing, serviced apartments and self-storage). 8 Throughits deep global sourcing network, Brookfield seeks to acquire high-quality assets in supply-constrained
markets and execute operational enhancements to deliver consistent cash flows. Building on
Brookfield's history of successfully operating properties through multiple market cycles, the Firm's
long-term goal is to generate strong risk-adjusted returns while mitigating downside risk.
Credit & Insurance Solutions
Brookfield is an experienced global credit investor with approximately $197 billion in AUM and a
specialty in real estate and infrastructure debt, building on the Firm's long history as an owner andoperator of long-life assets and businesses that provide essential services.
In 2019, the Firm acquired 61.2% of the business of Oaktree Capital Group, LLC (together with its
affiliates, "Oaktree"). Oaktree is a leading global alternative asset management firm with primaryexpertise in credit investing. Oaktree emphasizes an opportunistic, value-oriented and risk-controlled
approach that complements Brookfield's own long-term, contrarian investment style and focus onprotecting capital.
Brookfield's Insurance Solutions business is focused on providing capital and investment solutions thatmatch assets and liabilities for the benefit of policyholders and other stakeholders. Leveraging
Brookfield's extensive expertise and capacity across real estate, infrastructure, renewable power andprivate credit, Insurance Solutions partners with leading insurers to develop portfolios with highquality investments that have the potential to generate attractive risk-adjusted returns.
History
Brookfield's origins date back to 1899, with the founding in Brazil of São Paulo Tramway, Light andPower Company – which established an early template for the Firm's longstanding focus on owningand operating long-life assets globally. 97

As of December 31, 2022. Covers operating employees across Brookfield's private equity group, including related operating businesses
and portfolio companies. Operating employees include personnel working at Brookfield's related operating businesses and portfolio
companies. Management fees earned by Brookfield are not used to compensate such operating employees but rather operating
employee compensation is a company or fund expense.
8 As of September 2023.
9

As of December 31, 2022. The investments discussed do not represent all investments made by Brookfield. It should not be assumed
that any of the investments discussed were or will be profitable, or that investments made in the future will be profitable or will equal
the performance of the investments discussed herein. In addition, there can be no assurance that Brookfield will be able to makeinvestments similar to the historic investments presented herein (because of economic conditions, the availability of investment
opportunities and otherwise). No discussion with respect to specific companies should be considered a recommendation to purchaseor sell any particular investment.
5

Figure 2: Brookfield's History:

Competitive Advantages
Brookfield believes that it occupies a distinct position in global alternative asset management, basedon the following differentiators:•

Global Reach: Brookfield's on-the-ground presence in more than 30 countries means that it
maintains active operations in virtually every relevant market and can quickly scale up to put
its investment ideas into action. The Firm believes that its access to proprietary deal flow,knowledge of local market conditions and trends, and substantial, dedicated resources
enables it to allocate capital where it is otherwise scarce, invest in assets below replacement
cost and enhance the value of its investments.

•

Large-Scale Capital: As of September 30, 2023, the Firm has raised approximately $278 billionof capital for its private funds and manages over $443 billion across private and listed affiliate
6vehicles to support its investments. Brookfield believes that this deep access to multiple
streams of capital provides it with the flexibility to pursue a range of transactions that it
believes few alternative investors can match.
•

Operational Expertise: Brookfield's roots are in owning and operating real assets. As the Firm
has evolved, it continues to use its hands-on operational expertise to focus on enhancing cash
flows, increasing the value of its assets and businesses, reinforcing sustainable operations,and producing attractive long-term returns for its investors.

Organizational StructureWith Brookfield's parent company, Brookfield Asset Management (NYSE: BAM, TSX: BAM.A), sitting
atop numerous private funds, several sector-specific listed affiliates and various public securities
offerings, the Firm has established a wide array of vehicles for investing on behalf of its clients and theFirm. Brookfield believes that its organizational structure stands out among alternative asset managers
and represents one of its greatest strengths.
Brookfield's private funds span major asset classes including transition infrastructure, private equity
and real estate. The funds' strategies include core, value-add and opportunistic equity and credit inboth closed-end and perpetual vehicles. Brookfield's sector-specific listed affiliates include Brookfield
Asset Management Reinsurance Partners Ltd ("BAMR"), Brookfield Renewable Partners L.P. ("BEP"),
Brookfield Infrastructure Partners L.P. ("BIP") and Brookfield Business Partners L.P. ("BBU"). As of June30, 2022, Brookfield's economic interest in BAMR, BBU, BEP and BIP are 77%, 65%, 48% and 27%
respectively. Brookfield also offers public securities through numerous funds and separately managed
accounts focused on fixed income and equity securities.
Brookfield's organizational structure enables it to tap into consistent and deep streams of capital thatprovides the Firm with a high degree of flexibility and enables it to invest at a scale that limits
competition. By offering multiple access points to long-term capital, Brookfield believes that it canpursue investment opportunities that may not be available to others.
Leadership
Led by Chief Executive Officer Bruce Flatt, Brookfield's senior management team possesses deep
expertise in its target regions, sectors and asset classes, as well as substantial experience managing
long-life assets and businesses across multiple market cycles. The team has played a key role inestablishing Brookfield's partnership culture, in which the Firm invests its limited partners' capital as if
it were its own and works collaboratively across the organization to meet its investors' needs.
Investment Philosophy
Brookfield has honed a disciplined approach to unearthing and creating value that is built on thefollowing key attributes:
Align the Firm's Interests With Those of Its Investors•

Cultivate long-term, mutually beneficial relationships with investors;•

Use the permanent capital generated by Brookfield's listed affiliates to serve as a significant
investor in the private funds that the Firm sponsors; and•Focus on managing each investment and portfolio to the benefit of investors as well as the
Firm.

Maintain an Ownership Mentality

7•

Establish well-resourced operations in strategic locations around the world to leverage realtime local market intelligence and bottom-up investment insights;•

Prioritize the defensive characteristics of high-quality assets in premier locations and strong
companies providing essential services; and•Take a disciplined approach to identifying long-duration assets and businesses that the Firm
believes can generate attractive returns over the long term.

Invest on a Value Basis•

Remain patient in deploying capital but be prepared to invest decisively when the rightopportunities emerge;•

Pursue investments with limited competition, where the Firm believes that it possesses clear
advantages—often via off-market transactions;•Seek to invest at a discount to replacement cost—building a margin of safety into the Firm's
investments, enhancing the potential for strong long-term returns;•

Recognize that attractive returns often require a contrarian approach to evaluating assets,businesses, markets or sectors experiencing periods of distress; and•Manage the Firm's investments with integrity, balancing economic goals with responsible
citizenship.

Leverage the Firm's Resources and Operational Expertise•

Build on a history of successfully operating assets and businesses through multiple market
cycles;•Take advantage of Brookfield's in-house market knowledge, relationships and execution
capabilities across sectors and regions, with the goal of maximizing risk-adjusted returns andoptimizing dispositions;•

Focus on generating consistent cash flows, which is particularly valuable in a volatileenvironment; and•Operate businesses with a long-term perspective in a sustainable and ethical manner.

8

III.
A.

MANAGEMENT AND ADMINISTRATION TEAMAIFM

LFE European Asset Management S.à r.l. has been appointed by the Fund to act as alternative
investment fund manager (the "AIFM") in order to perform the investment management, oversight,
valuation and certain other functions in relation to the Fund as described in the alternative
investment fund management agreement entered into between the Fund and the AIFM (the "AIFM
Agreement"). The AIFM shall also act as ELTIF manager for any ELTIF Sub-Fund subject to being
authorized by the CSSF.
The duties of the AIFM are more fully described in the AIFM Agreement.
The AIFM is authorized as alternative investment fund manager and supervised by the CSSF. The
AIFM, with the consent of the Fund, may delegate portfolio management responsibility in respectof a Sub-Fund to an Investment Manager (defined below), as outlined below.
Further details on the AIFM are set out in Section XV (Regulatory and Tax Considerations) of thisProspectus.
B.

Investment Manager

The AIFM may appoint for each Sub-Fund an investment manager to act as an investment manager
for the primary purposes of providing the delegated portfolio management services to the Fund or
relevant Sub-Fund and certain other services as described in the relevant Sub-Fund Supplement("Investment Manager").
C.

Board of Directors

The board of directors of the Fund (the "Board of Directors", and each individually a "Director") has
the overall responsibility for the management, the administration as well as the investment policies
and strategies of the Fund and each Sub-Fund.
The Board of Directors is currently composed of three (3) Directors: two (2) affiliated Directors andone (1) non-affiliated Director. Carolina Parisi is a non-affiliated Director. The Directors of the Fundare:•

Carolina Parisi (Chairman), Carolina Parisi is a Member of the Board of Managers of LFE &Conducting Officer Portfolio Management Oversight and joined LFE as a full-time employee
in May 2020. Previously, Carolina worked for Brookfield services office in Luxembourg fromMay 2018 to April 2020 as a member of the Legal and Regulatory team and has experience
with legal, regulatory and compliance experience including company secretarial activities
gained in Luxembourg, Brazil, Germany and India in private practice and in-house (Fortune
Global 500 corporations). Carolina is admitted to the Brazilian BAR association and she holds
an MBA, an MSc. in Tax Law and an LL.B degrees;•

Lydie Bini: Lydie Bini is a senior executive and the lead for ONE’s Management Company andhas over 30 years of experience in the funds industry. In particular, Lydie is highly familiar
with fund operations, supervision of delegates, compliance, and internal audit. She hassignificant experience of the many operational needs for marketing activities and cross borderfund passporting. Lydie is also acting as an independent Director for Private Equity, Real
Estate, and Infrastructure unregulated Funds. Before she joined ONE, Lydie was a Director
with Carne Group in Luxembourg in charge of Relationship Management for almost five years
and prior to that, she spent almost a decade as a Conducting Officer and Head of the ProjectManagement Team at Legg Mason in Luxembourg; and9•Jean-Charles Guillou: Jean-Charles spent 30 years in finance in the US, UK, France, Belgium
and now Luxembourg, including 25 years in private equity at Lazard, Carlyle, Baring andRiverside as a director, partner or senior advisor, in execution, origination and board directorroles. Jean-Charles holds director positions in alternative investment funds across private
equity, real estate, infrastructure, debt and secondaries. Jean-Charles also chaired andmanaged a Peugeot family holding for 5 years and helped create Labco, a diagnostic
laboratory network, alongside its two founders. At Labco, he held an investment role and wasa strategic committee member and a board director. Jean-Charles holds an MBA from Harvard
Business School and graduated from ESCP Business School in Paris. A French national he lives
in Luxembourg and speaks four languages.

In accordance with, and subject to the terms of, the Articles, the Board of Directors shall at all times
be composed of three (3) Directors.
The Board of Directors is vested with the broadest powers to perform all acts of administration,
disposition and execution in the Fund's interest. All powers fall within the competence of the Boardof Directors save where expressly restricted (i) by law; or (ii) by the Articles to be decided by aresolution of the Shareholders. Decisions of the Board of Directors will either be taken at a meetingof the Board of Directors or by written resolution of the Board of Directors (in each case asprescribed in the Articles).
The rights and responsibilities of the Board of Directors, as well as the appointment and term of,and conflicts of interest limitations relevant to, each Director, are fully described in the Articles.
Subject to compliance with applicable laws, the Board of Directors may obtain advice and otherservices from third party service providers as (i) it may deem necessary or advisable; or (ii) may berequired pursuant to applicable law, the remuneration of which will be payable out of the assets of
the relevant Sub-Fund(s) as provided in this Prospectus.
Details in relation to the Central Administration, Prime Broker, Depositary and Sub-Distributors isprovided in Section XV (Regulatory and Tax Considerations) of this Prospectus.

10

IV.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) MANAGEMENTAt BOWS, the ESG strategy is centred on supporting business resilience and creating value forinvestors and stakeholders - now and in the future. BOWS manages its investments with integrity,
combining economic goals with responsible citizenship. This is consistent with its longstanding
philosophy of conducting business with a long-term perspective in a sustainable and ethical manner.
It also requires operating with robust ESG principles and practices, and maintaining a disciplined
focus on integrating these into everything BOWS does.
Details in relation to the ESG management applicable to any of the Sub-Fund(s) are provided in
the relevant Sub-Fund Supplement.

11

V.

SUMMARY OF PRINCIPAL TERMS

Brookfield Oaktree Wealth Solutions Alternative Funds S.A. SICAV–UCI Part II
The following information is presented as a summary of principal terms and is qualified in its
entirety by reference to the articles of association of Brookfield Oaktree Wealth Solutions
Alternative Funds S.A. SICAV–UCI Part II (as amended, restated or otherwise modified from time
to time, the "Articles"), the subscription document and related documentation with respect
thereto (collectively, with the Articles, the "Documents"), copies of which will be provided to eachprospective Investor upon request. The forms of such Documents should be reviewed carefully. In
the event of a conflict between the terms of this summary and the Documents, the Documents will
prevail. Capitalized terms not otherwise defined herein have the meaning set forth in Section XX(Definitions).
Fund:

Brookfield Oaktree Wealth Solutions Alternative Funds S.A.
SICAV–UCI Part II, a Luxembourg investment company withvariable capital (société d’investissement à capital variable)
was incorporated on 14 November 2022 in the form of apublic limited company (société anonyme) governed by thelaws of the Grand Duchy of Luxembourg. The Fund was
originally incorporated in Luxembourg as a reserved
alternative investment fund (fonds d'investissement
alternatif réservé). On 2 April 2024, a resolution ofshareholders in the Fund was passed to convert the Fundfrom an SA SICAV-RAIF into an SA SICAV governed by Part IIof the 2010 Law. The Fund's revised Articles have been
deposited with the RCS under number B273287 and amention of their deposit with the RCS has been published in
the RESA.
The Fund qualifies as an AIF within the definition of the 2013
Law and is authorized and supervised by the CSSF.
The Fund has an umbrella structure consisting of one ormore sub-funds which the Board of Directors may, at its
discretion, establish from time to time (each, a "Sub-Fund").
The Investments, assets and liabilities of a Sub-Fund will be
segregated from the Investments, assets and liabilities of any
other Sub-Fund and a Sub-Fund will be deemed to be a
separate entity, unless otherwise provided in this Prospectus
and the Articles.
The share capital of the Fund corresponds to the total Net
Asset Value of the Fund and must at any time after twelve
months following the Part II Reorganization exceed one
million two hundred and fifty thousand euro (EUR
1,250,000).

12

The Fund will issue a key information document for
packaged retail and insurance-based investment products(PRIIPs KID) in line with (i) Regulation (EU) No 1286/2014 of
the European Parliament and of the Council of 26 November
2014 on key information documents for packaged retail andinsurance-based investment products ("PRIIPs Regulation");and (ii) the UK version of the PRIIPs Regulation which forms
part of UK law by virtue of the European Union (Withdrawal)
Act 2018.
Sub-Fund(s):The Board of Directors may, at any time, establish additional
Sub-Fund(s) and determine the name and specific features
thereof (including, but not limited to its term, investment
objectives, policy, strategy and/or restrictions, specific fee
structure, reference currency, subscription and redemption
policy) as further set out in this Prospectus.
As at the date of this Prospectus, Brookfield Oaktree Wealth
Solutions Alternative Funds S.A. SICAV-UCI Part II –Brookfield Infrastructure Income Fund is the only Sub-Fundof the Fund: it is open-ended and has such features as
further described in the Sub-Fund Supplement of thisProspectus. Information in this Prospectus applies to theFund and each Sub-Fund unless otherwise noted in the
appendix related to the applicable Sub-Fund included as apart of this Prospectus.

Investment Objective, Strategy
and Restrictions:

The Fund's investment objective is to achieve an attractive
return from capital invested in private equity, private credit,
infrastructure, real estate and/or other investments, either
through direct investments or investments in other funds,
while reducing investment risks through diversification
across countries, sectors and/or investment styles.
Each Sub-Fund's specific investment objective andinvestment strategy as well as its specific investment
restrictions, if any, are set out in the relevant Sub-Fund
Supplement. Any change of a Sub-Fund's investment
objective, strategy or restrictions will be reflected in therelevant Sub-Fund Supplement.
The Fund shall specify, in the relevant Sub-Fund Supplement,
more detailed and specific investment policies andrestrictions on a Sub-Fund by Sub-Fund basis subject to thefollowing general guidelines in compliance with CSSF Circular
02/80, whereby any given Sub-Fund of the Fund shall notinvest, inter alia, more than 20% (twenty percent) of its net
assets or commitments in subscribing for securities issued by
the same issuer as measured at the time of the acquisition,
provided that such diversification will be assessed on a lookthough basis and, unless otherwise required by applicablelaw, no remedial action will be required if such restriction isexceeded for any reason other than the acquisition of new13

investment. Where the maximum percentages fixed by law
and/or a CSSF Circular are exceeded as a result of theexercise of rights attaching to assets in the portfolio orotherwise than by the purchase of assets, the Fund must
adopt as a priority objective for its sales transactions, theremedying of that situation, taking due account of theinterests of the Shareholders. A newly created Sub-Fund
may, while ensuring observance of the principle of riskspreading, derogate from the above-described maximum
exposure to securities issued by the same issuer for six
months following the date of its authorization by the CSSF,
as further described in the relevant Sub-Fund Supplement.
CSSF Circular 02/80 is not applicable to Sub-Funds of certain
predominant AIF types (as contemplated under the AIFM
Regulation). Such Sub-Funds will comply with the guidelines
set out in Circular IML 91/75 (as amended by CSSF Circulars
05/177, 18/697, 21/790 and 22/811), and as described in therelevant Sub-Fund Supplement.
The investment objective and investment strategy of each
ELTIF Sub-Fund will further be in compliance with the ELTIF
Regulation.
Subject to the individual restrictions of the respective SubFund Supplement, each Sub-Fund may, in the event of cash
excess and for cash management purposes, hold cash,
commercial paper (including short term papers issued bycredit institutions), short term government bonds (including
short term debt issued by governments) and other money
market instruments, certificates of deposit and money
market funds and have the ability to post such assets as
collateral.
Subject to the individual restrictions of the respective SubFund Supplement, each Sub-Fund may also enter into, forefficient portfolio management purposes, financial
derivatives transactions including without limitation
repurchase agreements, reverse repurchase agreements
and/or securities lending agreements. Unless statedotherwise in the relevant Sub-Fund Supplement, any suchfinancial derivatives transactions will only be used forhedging purposes, as ancillary investment techniques.
Subject to the individual restrictions of the respective SubFund Supplement, the Fund may use any securities financing
transaction as defined in point (11) of Article 3 of Regulation
2015/2365 of the European Parliament and of the Council of
25 November 2015 on transparency of securities financing
transactions and of reuse in relation to any of the Sub-Funds,
unless otherwise specified in the relevant Sub-Fund
Supplement.

14Unless stated otherwise in the relevant Sub-Fund
Supplement, the Fund does not intend to use indicescovered by the Regulation (EU) 2016/1011 of the European
Parliament and of the Council of 8 June 2016 on indices used
as benchmarks in financial instruments and financial
contracts or to measure the performance of investment
funds and amending Directives 2008/48/EC and 2014/17/EU
and Regulation (EU) No 596/2014. Notwithstanding thepreceding, the Fund may use indices in its marketing
materials or other documents in order to give Investors an
overview of a Sub-Fund's performance compared to such
indices.
To the extent that an investment restriction has beenbreached, the Fund shall, in accordance with CSSF Circular
02-77, take the steps which are necessary to regularise suchsituation promptly upon discovering a non-compliance withinvestment rules of a Sub-Fund.
The Fund cannot assure you that any of the Sub-Fund(s) willachieve its/their investment objective(s) or any particularlevel of return. See Section XVIII (Risk Factors and Other
Considerations) of this Prospectus including the risk factors
section of the relevant Sub-Fund Supplement. An Investor
may lose all of its money by investing in the Sub-Fund(s).
AIFM:

LFE European Asset Management S.à r.l., a private limited
liability company (société à responsabilité limitée)incorporated under the laws of the Grand Duchy of
Luxembourg (in this capacity, the "AIFM") has been
appointed as the alternative investment fund manager of
the Fund. The AIFM is in charge inter alia of the investment
and risk management and valuation functions of the Fund.

Investment Manager:

The AIFM may appoint for each Sub-Fund an investment
manager to act as an investment manager for the primary
purposes of providing the delegated portfolio management
services to the Fund or relevant Sub-Fund and certain otherservices as described in the relevant Sub-Fund Supplement.

Minimum Initial Subscription:

The minimum subscription size for any individual
Shareholder shall be set out in the relevant Sub-Fund
Supplement and such Sub-Fund's subscription documents
provided that a Sub-Fund may, in its discretion, approve
subscriptions of a lower amount.
Applications for subscription will be able to be submitted in
respect of each Subscription Date as defined in the relevant
Sub-Fund Supplement. Applications will need to be received
prior to a specified time for the relevant Subscription Dateas defined in the relevant Sub-Fund Supplement. Shares will
be issued at a price equal to the Net Asset Value per Share15

on the relevant Subscription Date as defined in the relevant
Sub-Fund Supplement.
Subscription Process

The subscription process applicable in respect of each Classof Shares in each Sub-Fund will be made by means of paid-in
subscription or Capital Calls (as defined herein) as set forthin the relevant Sub-Fund Supplement.
Details of the subscription process of the Fund are set out
in Section VII (Subscription Process) of this Prospectus.

Redemption of Shares:

Unless otherwise provided in the relevant Sub-Fund
Supplement, the Fund shall apply the redemption policy set
out in the relevant Sub-Fund Supplement for open-ended
Sub-Funds.
Details of the redemptions process of the Fund are set out
in Section VIII (Redemptions and Withdrawal) of thisProspectus.

Anti-Money Laundering Laws:

Each Shareholder will be required to make certain
representations and warranties concerning anti-money
laundering and other similar activities in its subscription
agreement, and the Board of Directors or its delegate
reserves the right to require Shareholders to provide
additional information or update previously provided
information in the Board of Directors' or Central
Administration's (as defined below) sole discretion.
The Fund intends to comply with the laws of all relevant
jurisdictions relating to money laundering and similar
activities.

Net Asset Value Calculation and The AIFM is responsible for ensuring the proper andValuation Policy:
independent valuation of the assets of the Fund and SubFund(s) so that the calculation and publication of the Net
Asset Value per Share can be performed.
The assets and liabilities of the Fund and Sub-Fund(s) will bevalued in accordance with the AIFM's valuation policies andprocedures and as further described in the relevant SubFund Supplement.
CSSF Circular 02-77 regarding the protection of investors incase of Net Asset Value calculation error and correction of
the consequences resulting from non-compliance with theinvestment rules is applicable.
Details of the Net Asset Value calculation and valuation
policy of the Fund are set out in Section VII (Subscriptions
Process) of this Prospectus.

16

Management Fee and Other Fund The AIFM and/or the Investment Manager will be entitled toFees:receive, out of the relevant Sub-Fund's assets, amanagement fee (the "Management Fee") and/or aperformance fee ("Incentive Fee" or "Performance Fee"),the terms and conditions as well as the maximum amount of
which shall be set forth in respect of each Sub-Fund in therelevant Sub-Fund Supplement.
Organizational
Expenses:and Operating Unless otherwise provided for in the relevant Sub-Fund
Supplement, any costs and expenses (which for the
avoidance of doubt includes any taxes) incurred during thelaunch, operation or liquidation of the Fund and any of its
Sub-Funds shall be allocated as described in Section X (Feesand Expenses) of this Prospectus.

Term:

The Fund has an indefinite term. Each Sub-Fund may beformed for an indefinite or a limited duration, as further
described in the relevant Sub-Fund Supplement.

Transfer of Shares:

An investment in a closed-ended Sub-Fund is generally
illiquid unless otherwise disclosed in the relevant Sub-Fund
Supplement. An investment in an open-ended Sub-Fund isgenerally liquid, provided that an Investors' ability to redeem
its Shares may be subject to certain restrictions, as disclosed
in the relevant Sub-Fund Supplement.
Except as expressly permitted in the Articles or thisProspectus, no Investor may assign, sell, convey, pledge,
mortgage, encumber, hypothecate or otherwise transfer inany manner whatsoever all or any part of its Shares in a SubFund (a "Transfer"), unless otherwise provided for in therelevant Sub-Fund Supplement.

Indemnification:

In accordance with the terms of the Articles, a Sub-Fund will,to the fullest extent permitted by applicable law, indemnify
and hold harmless each of the Indemnitees (as detailed in
sub-section "Exculpation and Indemnification" of Section XV(Regulatory and Tax Considerations) of this Prospectus)
against all liabilities and losses (including amounts paid inrespect of judgments, fines, penalties or settlement of
litigation, and legal fees and expenses reasonably incurred inconnection with any pending or threatened litigation orproceeding) suffered by virtue of its or his serving as an
Indemnitee with respect to any action or omission(including, without limitation, trading errors) suffered or
taken that is not in material violation of the Articles and does
not constitute fraud (dol), wilful misfeasance (faute
intentionnelle), gross negligence (as construed in accordancewith the laws of the State of Delaware), or reckless disregardof duties of the Indemnitee in the conduct of such
Indemnitee’s office, and, with respect to any criminal action17

or proceeding, without reasonable cause to believe his or its
conduct was unlawful.
See Section XV (Regulatory and Tax Considerations) of thisProspectus for further details as to the indemnification andexculpation afforded under the Articles.
Borrowing:

The Fund may use financial leverage for direct and/or
indirect investments and general working capital and fundexpenses in accordance with market practice on a Sub-Fundby Sub-Fund basis only.
The maximum borrowing (if any) at a Sub-Fund level shallnot exceed the ratio provided for in the relevant Sub-Fund
Supplement.

Tax Considerations:

Each prospective Investor should carefully review the tax
matters discussed under Section XV (Regulatory and Tax
Considerations) including the regulatory and tax
considerations described in the relevant Sub-Fund
Supplement and is advised to consult its own tax advisor as
to the tax consequences of an investment in the Fund andthe Sub-Fund(s).

Amendments:

Shareholders have, as set out in more detail in the Articles,inter alia the right to vote on amendments to the Articles.
Please also see Section XVII (Documentation andInformation / Amendments — Amendments to Fund
Documents) for further detail.

Placement Agent:

The Fund through one or more of its Sub-Funds may appoint
one or more placement agents that will be compensated for
introducing investors to the one or more Sub-Funds. The
terms of any compensation paid to any such placement
agent will be disclosed to any investor that would bear suchcompensation.

Legal Counsel:

Travers Smith LLP
Loyens & Loeff Luxembourg S.à r.l.

Central Administration
Depositary
Independent Auditor:

and J.P. Morgan SE – Luxembourg Branch

Deloitte Audit S.à r.l.

18

VI.

ISSUE OF SHARES

Sub-Fund Supplement
Specific matters relating to the offering of Shares of each Sub-Fund are referred to in the relevant
Sub-Fund Supplement. This Section VI (Issue of Shares) is qualified in its entirety by the relevant SubFund Supplement which may derogate from the provisions set out herein.
SharesUnless otherwise provided for in the relevant Sub-Fund Supplement, the Board of Directors shall beauthorized, without limitation, at any time and for any period, to issue an unlimited number of fully
paid-up Shares of any Class at a price and in accordance with the conditions and procedures
provided for in the relevant Sub-Fund Supplement, without granting to existing Investors apreferential right to subscribe for the Shares to be issued. These Classes may be subject to different
terms and conditions, including potentially different fee, dealing, transfer, information disclosure or
liquidity arrangements. Such different terms and conditions may be preferential to the Investors of
the relevant Classes. Such Classes may be made available to any type of Investor, whether or not
such Investor has legal or economic links to the Investment Manager, the AIFM or the Fund. The
Fund shall only issue registered Shares of no par value.
A Sub-Fund may be characterized as being of an open-ended type or a closed-ended type. Althougheither type may share certain features with the other, they have certain principled differences.
Fundamentally, an open-ended Sub-Fund allows Investors to request the redemption of their
Shares. It typically has the inherent ability by its terms to increase or decrease its paid-in sharecapital over its lifetime in response to Investor-requested subscriptions and redemptions,
respectively. A closed-ended Sub-Fund will not grant Investors a right to redeem their Shares.
Shares may be issued in one or more Classes in each Sub-Fund, each Class having features or being
offered to different types of Eligible Investors as more fully described in the relevant Sub-Fund
Supplement.
The Board of Directors may provide in the relevant Sub-Fund Supplement that Shares in a Sub-Fundor one or more Classes will be offered at an initial subscription price during an initial offer period. If,
during the initial offer period, but after the first subscription or Closing Date, the Board of Directors,
in consultation with the AIFM, estimates that such initial subscription price does not reflect the valueof assets and liabilities of the relevant Sub-Fund or Class, Shares will instead be issued at theirrespective Net Asset Value.
In accordance with the 2010 Law, and as provided for in the relevant Sub-Fund Supplement, theissue, subscription and redemption price of Shares of any Class will be publicized through a
dedicated website each time there is an issue, subscription or redemption of Shares, and at least
once a month.
Registered shares are documented by the inscription of a Shareholder’s name by the Central
Administration in the share register kept on behalf of the Fund. Fractions of registered Shares may
be issued to two decimals of a Share. Written confirmation detailing the purchase of Shares will besent to Shareholders. Confirmation of entry into the share register shall be sent to the Shareholders
at the address specified in the share register. Shareholders are not entitled to the delivery of physicalcertificates.
Shares of a Sub-Fund may be listed or traded on an official stock exchange or on other markets, inwhich case the relevant Sub-Fund Supplement will provide details.

19

VII.

SUBSCRIPTIONS PROCESS

Subscription Process
The subscription process applicable in respect of each Class of Shares in each Sub-Fund will be madeby means of paid-in subscription or Capital Calls (as defined herein) as set forth in the relevant SubFund Supplement.
The subscription, transfer or conversion for Shares and any future transactions shall not beprocessed until the applicant has provided:(a) a duly completed and executed subscription agreement and a written share transfer agreement(as applicable); and(b) the information required by the Fund or agents acting on its behalf, including, but not limited,to the required know your customer and anti-money laundering documentation and any otherrequired information, is received.
By the subscription and/or the acquisition of Shares, each Investor fully adheres to and accepts theDocuments which determine the contractual relationship between the Investors, the Fund(including the relevant Sub-Fund), the Board of Directors, the AIFM and any other agents or service
providers of the Fund, as well as among the Investors themselves. All Investors are entitled to thebenefit of, are bound by, and are deemed to have notice of, the provisions of the Articles, copies ofwhich are available as described above. The provisions of the Articles are binding on the Fund, theInvestors and all persons claiming through them. The Documents are governed by Luxembourg law
and the courts of Luxembourg City, Grand Duchy of Luxembourg shall have exclusive jurisdiction in
relation to them.
The Board of Directors (or its delegate) is entitled to refuse at its own discretion subscription
applications and temporarily or permanently suspend or limit the sale of Shares.
The Fund or its agents are entitled to refuse any subscription, transfer or conversion application inwhole or in part for any or no reason, and may in particular prohibit or limit the sale, transfer orconversion of Shares to individuals or corporate bodies in certain countries if such transaction might
be detrimental to the Fund or result in the Shares being held directly or indirectly by a Prohibited
Person or if such subscription, transfer or conversion in the relevant country is in contravention of
the local applicable laws.
In the case of both open-ended and closed-ended Sub-Funds, no subscription in kind will be
accepted unless otherwise stated in a Sub-Fund Supplement.
Retail Investors subscribing directly to an ELTIF Sub-Fund may within two weeks after the later of (i)the date of their initial subscription to such Sub-Fund or (ii) the date of their first Capital Call cancel
their subscription and have their money returned without penalty.
The subscription, transfer or conversion for Shares and any future transactions shall not beprocessed until the information required by the Fund and/or the relevant Sub-Fund(s) or agentsacting on its behalf, included but not limited to know your customer and anti-money laundering
checks, is received.
A. Open-Ended Sub-Funds
In the case of open-ended Sub-Funds, each Investor whose subscription is accepted and that is
admitted as an Investor will be required to make a cash payment up front or, in some cases, one orseveral cash payments from time to time (as described further below), to the relevant Sub-Fund insatisfaction of such Investor's subscription as further described in the relevant Sub-Fund20

Supplement. In the event the relevant Sub-Fund Supplement declares that a Sub-Fund is openended, such Sub-Fund will be established for an unlimited period of time.
Investors will be admitted to such Sub-Fund and may subscribe to and redeem from such Sub-Fundat such times and on such basis as described in the relevant Sub-Fund Supplement. Typically, an
Investor may request subscriptions of Shares at defined intervals (each a "Subscription Date") andby serving at least a defined time of written notice (including by post or e-mail or through otherelectronic means of communication) in advance of the relevant Subscription Date on which theInvestor wishes to subscribe for Shares. Subject to the terms of the relevant Sub-Fund, subscription
requests on the relevant Subscription Date may be accepted, deferred, queued and/or rejected, inwhole or in part. The Board of Directors shall ensure that Investors are treated fairly. In any case,the Board of Directors ensures that Shares are issued on the basis of a previously unknown Net Asset
Value per Share. If, however, an Investor is suspected of engaging in Market Timing, the Board of
Directors may reject the subscription order until the applicant has cleared up any doubts with regard
to their order. Complete subscription orders received by the Central Administration after cut-off
time on a Subscription Date shall be settled at the issue price of the next following Subscription Dateapplicable. If the subscription order is incorrect or incomplete, the subscription order shall be
regarded as having been received by the Central Administration on the date on which thesubscription order is submitted properly.
The relevant Sub-Fund Supplement may require a minimum subscription amount, and may
distinguish between a minimum initial subscription amount and a minimum subsequent
subscription amount, and such subscription amount may also cover the fees described in the SubFund Supplement, if any (including any applicable taxes thereon) and such Investor's pro rata shareof all fees, costs and expenses of the Fund and/or the Sub-Fund, including organizational,
operational and offering expenses, as further described under Section X (Fees and Expenses of theFund) of this Prospectus.
In the event the Board of Directors determines that the total initial subscription amount in relation
to a Sub-Fund is insufficient, the offering of Shares in relation to such Sub-Fund may be terminatedat the sole discretion of the Board of Directors. In such event, the relevant Investors shall be
released from their obligation to pay their subscription amounts and any amounts alreadycontributed to the Sub-Fund shall be returned to the Investors without interest. The Board of
Directors may however decide to reopen the offering and to establish the Sub-Fund at a later date.
B. Closed-Ended Sub-Funds
In the case of closed-ended Sub-Funds, each Investor whose subscription is accepted and that is
admitted as an Investor will typically be required to make one or several cash payments to therelevant Sub-Fund from time to time (as required) in satisfaction of such Investor's commitment or,in some cases, may be required to make a cash payment up front, as further described in therelevant Sub-Fund Supplement.
The relevant Sub-Fund Supplement may require a minimum commitment, and such commitment
may also cover the fees described in the Sub-Fund Supplement, if any (including any applicable taxes
thereon) and such Investor's pro rata share of all fees, costs and expenses of the Fund and/or the
Sub-Fund, including organizational, operational and offering expenses, as further described under
Section X (Fees and Expenses of the Fund) of this Prospectus.
Each closed-ended Sub-Fund may have one or more closings, as described in, and in accordance
with, each Sub-Fund Supplement and as determined by the Board of Directors in its sole andabsolute discretion, at which Investors will be admitted to the Fund in respect of the relevant SubFund.

21

In the event a Sub-Fund has more than one Closing Date and the Board of Directors determines thatthe total commitment in relation to a Sub-Fund is insufficient, the Board of Directors may elect todefer the final Closing Date of such Sub-Fund by a period of time as described in the applicable SubFund Supplement. Alternatively, the offering of Shares in relation to such Sub-Fund may beterminated retroactively at the sole discretion of the Board of Directors. In such event the relevant
Investors shall be released from their obligation to comply with a Capital Call Notice (as defined
herein) and any amounts already contributed to the Sub-Fund shall be returned to the Investors
without interest. The Sub-Fund may however be reopened by a decision of the Board of Directors.
Some open-ended Sub-Funds may operate in a similar manner to typical closed-ended Sub-Funds
by holding multiple closings and/or by requiring Investors to make several cash payments to therelevant Sub-Fund from time to time in satisfaction of such Investor's commitment.

22

VIII.

REDEMPTION AND WITHDRAWAL

Investor Redemption in Open-Ended Sub-Funds
The precise terms and conditions on which an Investor in an open-ended Sub-Fund will be permitted
to redeem its Shares from the Sub-Fund will be specified in the relevant Sub-Fund Supplement.
In each open-ended Sub-Fund, the Investors may be subject to a certain lock-up period starting, foreach Investor respectively, from the date on which the relevant Shares are issued to such Investor.
During this period, Investors may be prohibited from requesting to redeem part or all of their Shares(a "hard" lock-up), or they may be permitted to request such a redemption subject to a penalty (a"soft" lock-up).
Subject to the terms of any lock-up period, an Investor ("Withdrawing Investor") may generally
request redemption of Shares (a "Withdrawal Request") at defined intervals (each a "Withdrawal
Date") and by serving at least a defined time of written notice in advance of the relevant Withdrawal
Date (the "Dealing Cut-Off") on which the Investor wishes its Shares to be redeemed.
Investors must give instructions for the redemption of Shares to the Central Administration either
by post or e-mail or through other electronic means of communication before the Dealing Cut-Off
for the desired Withdrawal Date (except when there is a suspension of redemptions as outlined
below).
The Fund will satisfy Withdrawal Requests on the basis and terms specified in the relevant Sub-Fund
Supplement. These may set limits on, for example, the amount of Withdrawal Requests by anindividual or amongst the aggregate Withdrawing Investors at the relevant Withdrawal Date up to
maximum amount of the relevant Sub-Fund's Net Asset Value at that point in time. Subject to theterms of the relevant Sub-Fund, Withdrawal Requests on the relevant Withdrawal Date may be
accepted, deferred, queued and/or rejected, in whole or in part. The Board of Directors shall ensurethat Investors are treated fairly.
Shares shall be redeemed at the redemption price. If a redemption fee is payable, the maximum
amount for each Sub-Fund is stipulated in the relevant Sub-Fund Supplement.
The corresponding Share is cancelled upon payment of the redemption price. Payment of theredemption price, as well as any other payments to the Shareholders, shall be made via the
Depositary and the local paying agents, if any. The Depositary is only obliged to make payment
insofar as there are no legal provisions, such as exchange control regulations or other circumstances
beyond the Depositary’s control, prohibiting the transfer of the redemption price to the country of
the Withdrawing Investor.
In accordance with the Articles, a redemption of Shares at the discretion of the Board of Directors
may further be possible in case of liquidation and compulsory redemption as further described inthis Prospectus.
Compulsory Withdrawal
If the Board of Directors (or its delegate) discovers at any time that any owner or beneficial ownerof Shares is a Prohibited Person (as defined in the relevant Sub-Fund Supplement), either alone orin conjunction with any other person, whether directly or indirectly, the Board of Directors (or its
delegate) may at its discretion and without liability compulsory redeem those Shares in accordancewith the relevant Sub-Fund Supplement.

23

The Board of Directors (or its delegate) may require any Investor to provide it with any informationthat it may consider necessary for the purpose of determining whether or not such owner of Sharesis or will be a Prohibited Person. Further, Investors shall have the obligation to immediately informthe Board of Directors (or its delegate) and the Central Administration to the extent they, or theultimate beneficial owner(s) of the Shares held by such Investors, becomes or will become a
Prohibited Person.
The Fund will not accept investments by or on behalf of Prohibited Persons. Any Investor represents
and warrants that its proposed subscription, or commitment to subscribe, for Shares, whether madeon the Investor's own behalf or as an agent, trustee, representative, intermediary, financial
intermediary or in a similar capacity on behalf of any other beneficial owner, is not a Prohibited
Person and further represents and warrants that the Investor will promptly notify the Fund of any
change in its status or the status of its beneficial owner(s) with respect to its representations andwarranties regarding Prohibited Persons.
Early Compulsory Redemption or Withdrawal
At the discretion of the Board of Directors, should any Sub-Fund's anticipated on-going fees andexpenses be deemed to amount to a material portion of such Sub-Fund's remaining exposure to its
investments, or continued holding of an interest, directly or indirectly, in the Sub-Fund's
investments, in each case no longer be feasible, then the Board of Directors (or its delegate) may
elect a secondary market broker and seek to dispose of any such investments at the best terms
presented to the Board of Directors (or its delegate) by any such secondary market broker. Should
the Sub-Fund succeed in disposing of all of its investments, the Sub-Fund will effect an earlycompulsory redemption or withdrawal, as the case may be, of all Investors.
Conversion of Shares
Unless otherwise provided for in the relevant Sub-Fund Supplement, Investors are not entitled torequire the conversion of the whole or part of their Shares of any Class of a Sub-Fund into Shares ofthe same Class in another Sub-Fund or into Shares of another existing Class of that or another SubFund.
Prevention of Market Timing and Late Trading Risks
The open-ended Sub-Funds are not intended to be used as an excessive short-term trading vehicle.
Whilst recognizing that Shareholders may have legitimate needs to adjust their investments fromtime to time, the Fund may at its sole discretion take any action to prevent any activities deemed toadversely affect the interests of the Shareholders.
Market timing is generally understood as the technique of arbitrage whereby a Shareholder
systematically subscribes, converts and redeems Shares in a Sub-Fund within a short period byexploiting time differences and/or the imperfections or weaknesses in the valuation system forcalculating the Sub-Fund’s Net Asset Value. The Board of Directors takes the appropriate protection
and/or control measures to avoid such practices. It also reserves the right to compulsorily redeem
in whole or in part or to reject, cancel or suspend an order from a Shareholder for the subscription
or conversion of Shares if the Investor is suspected of engaging in Market Timing.
24

The Board of Directors strictly oppose to the purchase or redemption of Shares after the close of
trading at already established or foreseeable closing prices i.e., late trading. In any case, the Boardof Directors ensures that Shares are issued and redeemed on the basis of a Share value previously
unknown to the Shareholder. If, however, a Shareholder is suspected of engaging in late trading, theBoard of Directors may reject the redemption or subscription order until the Investor has cleared
up any doubts with regard to his order.

25

IX.

CALCULATION OF NET ASSET VALUE

Reference currency and Valuation Day
The reference currency of the Fund ("Reference Currency") is the United States Dollar. Each SubFund (and each Class) may have a different reference currency. The Net Asset Value of each SubFund's Shares is expressed in the reference currency of the relevant Sub-Fund and within each SubFund the Net Asset Value of each Class, if applicable, is expressed in the reference currency of therelevant Class, as further described in the relevant Sub-Fund Supplement.
The Net Asset Value of the Fund shall be calculated at least annually and is at any time equal to thetotal Net Asset Value of all Sub-Funds. The Net Asset Value of a Sub-Fund shall be calculated at such
frequency and on such dates as set out in the relevant Sub-Fund Supplement (each a "Valuation
Date").
Net Asset Value per Share
The Net Asset Value per Share of a Class results from dividing the value of the total net assets of a
Sub-Fund attributable to that Class on any Valuation Date by the aggregate number of Shares of thesame Class then outstanding. The value of the total net assets of a Sub-Fund attributable to a Class
is equal to the difference between the value of the Sub-Fund's assets attributable to a Class and the
portion of liabilities of the Sub-Fund attributable to that Class.
In case of distributing Classes, the value of the net assets attributable to the distributing Shares isreduced by the amount of such distributions.
The NAV is rounded down if required, unless otherwise foreseen for a Sub-Fund in the relevant SubFund Supplement.
Net Asset Value Process
The NAV for each Class of Shares will be calculated by the Central Administration under the oversightof the AIFM. The AIFM is responsible for the proper and independent valuation of the Sub-Fund's
assets in accordance with the valuation rules and adjustments set out in the Articles, the Prospectus,
the AIFM's policy and guidelines, additional information set out in each Sub-Fund Supplement andarticle 17 of the 2013 Law. The calculation of the NAV of each Sub-Fund will be reviewed by the
Auditor (as defined herein) in accordance with procedures agreed upon between the AIFM and the
Auditor.
Each Class of Shares of a Sub-Fund may have a different NAV per Share as a result of Share Class
hedging or because certain fees as set forth in the Sub-Fund Supplement may be charged differently,
or do not apply, with respect to a certain Class. Each Sub-Fund shall disclose the issue, sale andredemption price of the Shares each time it issues, sells and redeems Shares following such timethat the redemption price becomes available.
The NAV per Share will be solely determined based on the information available to the AIFM andthe Central Administration, if applicable, as of the applicable Valuation Day and, as such, may notreflect information subsequently received in connection with the preparation of any financial
statements delivered to the Shareholders.
CSSF Circular 02-77 regarding the protection of investors in case of Net Asset Value calculation error
and correction of the consequences resulting from non-compliance with the investment rules isapplicable.
Valuation Process

26

The value of the assets of the Fund and relevant Sub-Fund(s) shall generally be determined in themanner as described in the relevant Sub-Fund Supplement.

27

X.

FEES AND EXPENSES OF THE FUND

Unless otherwise provided for in the relevant Sub-Fund Supplement, any costs and expenses (which
for the avoidance of doubt includes any taxes) incurred during the launch, operation or liquidationof the Fund and any of its Sub-Funds shall be allocated as follows (it being understood that any costs
and expenses which are referred to below shall also include any VAT payable in relation to thosecosts and expenses):
Expenses borne by the Fund and its Sub-Funds
Unless otherwise stated in the relevant Sub-Fund Supplement, each Sub-Fund will pay or bear all
payments, fees, costs, expenses and other liabilities incurred in connection with the formation andorganization of the Sub-Fund and, as determined by the AIFM and/or the Investment Manager ingood faith, and all payments, fees, costs, expenses and other liabilities incurred in connection withthe offering and sale of Shares in the Sub-Fund to investors including all out-of-pocket legal,
consulting, accounting, valuation, analysis and reports, tax analysis, transfer taxes, filing, capitalraising, printing, mailing, subscription processing and filing fees and expenses, due diligence
expenses of participating broker-dealers and/or distributors supported by detailed and itemized
invoices, the fees, costs and out-of-pocket expenses of any platform advisor and any ESG
consultants, costs in connection with preparing sales materials, design and website expenses, fees
to attend retail seminars sponsored by participating broker-dealers and/or distributions, electronic
databases, accommodation, meal, travel and related and other similar fees, costs and expenses.
Each Sub-Fund will also pay or bear its share of the payments, fees, costs, expenses and otherliabilities incurred in connection with the formation and organization of the Fund allocated to it by
the Board of Directors (or its delegate) in its discretion acting in good faith, including all out-ofpocket legal, consulting, accounting, filing, capital raising, printing, mailing, subscription processing
and filing fees and expenses, due diligence expenses of participating broker-dealers and/or
distributors supported by detailed and itemized invoices, the fees, costs and out-of-pocket expensesof any platform advisor and any ESG consultants, costs in connection with preparing sales materials,
design and website expenses, fees to attend retail seminars sponsored by participating brokerdealers and/or distributions, electronic databases, accommodation, meal, travel and related andother similar fees, costs and expenses.
Collectively, such organizational expenses payable by each Sub-Fund shall be referred to as the"Organizational Expenses".
Operating Expenses
As stated in more detail in the relevant Sub-Fund Supplement, the Sub-Fund, and not the AIFM or
the Investment Manager or any of their respective Affiliates, will pay or otherwise bear all payments,
fees, costs, expenses and other liabilities (for the avoidance of doubt, including any applicable VAT)
or obligations resulting from, related to, associated with, arising from or incurred in connection with
the Sub-Fund's, or, as determined by the Investment Manager in good faith, any additional vehicle's,operations. Collectively, such operating expenses payable by each Sub-Fund shall be referred to as
the "Operating Expenses".
Costs and expenses which cannot be allotted to one specific Sub-Fund (including those incurred in
respect of one or more additional vehicles) will be charged to the different Sub-Funds as determinedby the Board of Directors in good faith (also including any applicable VAT).

28

Management Fee
The AIFM or Investment Manager will be entitled to receive, out of the relevant Sub-Fund's assets,a management fee (the "Management Fee") and/or a performance fee ("Incentive Fee" or"Performance Fee"), the terms and conditions as well as the maximum amount of which shall be set
forth in respect of each Sub-Fund in the relevant Sub-Fund Supplement. The AIFM may be entitledto be reimbursed by the Sub-Fund for any expenses related to the advice of legal counsel and anyother out-of-pocket expenses to the extent agreed by the Fund and/or the Sub-Fund in the AIFM
Agreement and such costs shall (unless otherwise specified in the relevant Sub-Fund Supplement)
fall within scope of the Operating Expenses of the Sub-Fund.
Special Fees
Special fees (such as consulting, monitoring fees, break-up fees, directors’ fees, closing fees andmerger and acquisition transaction advisory services fees related to the negotiation of theacquisition of a portfolio investment and similar fees) may be established by the Board of Directors
for each Sub-Fund in the relevant Sub-Fund Supplement.
Other fees
Other fees may be established by the Board of Directors for each Sub-Fund in the relevant Sub-Fund
Supplement.

29

XI.

DISTRIBUTIONSEach Sub-Fund may offer distributing Shares and non-distributing Shares. Distributing Shares andnon-distributing Shares issued within the same Sub-Fund will be represented by different ShareClasses.
In case of distributing Shares, dividends are intended to be distributed and the Net Asset Value per
Share may subsequently be reduced by the amount of dividends paid out. In the case ofcapitalisation or accumulation Shares, net profits are not intended to be distributed but to becapitalised, thus with no reduction on the Net Asset Value per Share. The distribution policy for each
Sub-Fund and Class of Shares is specified in the relevant Sub-Fund Supplement.
Any distributions of a given Sub-Fund's cash proceeds or the cash proceeds allocable to a given Classin a given Sub-Fund, either during the life of such Sub-Fund or Class, or prior to or upon its
liquidation, will be made at the sole discretion of the Board of Directors (or its delegate) or asotherwise set out in the relevant Sub-Fund Supplement and will be approved and ratified by theannual general meeting of Shareholders.
The Board of Directors (or its delegate) may choose to make distributions or declare dividends withregard to all of the Investors. Notwithstanding the foregoing, the Board of Directors (or its delegate),in its reasonable discretion, may withhold from any distribution of cash or property in kind to any
Investor amounts due from such Investor to the Fund, the Board of Directors, a financial
intermediary, or attributable to such Investor, including, without limitation, such Investor's share of
the Sub-Fund's expenses. Any distribution that has not been claimed within five years of its
declaration shall be forfeited and reverted to the relevant Sub-Fund and/or Class.
Distributions may also be made by way of a redemption of Shares, which must be made pro rata to
all Investors of the respective Sub-Fund or Class of Shares.

30

XII.

INDEPENDENT AUDITOR

Deloitte Audit S.à.r.l., with its registered office at 20, Boulevard de Kockelscheuer, L-1821
Luxembourg, Grand Duchy of Luxembourg, or any successor as appointed or removed by aresolution of the Shareholders upon proposal by the Board of Directors, will act as approved
statutory auditor (réviseur d'entreprises agréé) of the Fund and will audit the Fund's annual reportand perform its functions and responsibilities in accordance with the applicable laws.

31

XIII.

MEETINGS OF SHAREHOLDERS

The annual general meeting of Shareholders of the Fund ("Shareholders' Meeting") will be held
every year at the registered office of the Fund (which shall be in the municipality (commune) of
Luxembourg, Grand Duchy of Luxembourg or such other place as transferred to in accordance with
the Articles) or at such other place in the Grand Duchy of Luxembourg as specified in the relevant
convening notice of such meeting. The annual general meeting shall be held within six (6) months
from the end of each Financial Year.
General meetings of Shareholders of the Fund will be held at the registered office of the Fund (whichshall be in the municipality (commune) of Luxembourg, Grand Duchy of Luxembourg or such otherplace as transferred to in accordance with the Articles) or at such other place in the Grand Duchy of
Luxembourg as specified in the relevant convening notice of such meeting.
The annual general meeting and the general meetings of Shareholders shall be convened inaccordance with the 1915 Law and the Articles. The requirements as to attendance, quorum, boardof meeting composition and majorities at all general meetings are those laid down in the 1915 Law
and in the Articles. Shareholders have, as set out in more detail in the Articles, inter alia the right tovote on amendments of the Articles. Please also see Section XVII (Documentation and Information/ Amendments—Amendments to Fund Documents) of this Prospectus.
Each Share is entitled to one vote.
Resolutions of meetings of Shareholders apply to the Fund as a whole and to all Shareholders of theFund; provided, that any amendment affecting the rights attached to the Shares of any Class and/or
Sub-Fund(s) and the rights of the holders of such Shares may be submitted to a vote of the
Shareholders of the relevant Class and/or Sub-Fund(s) as far as the Shareholders of the Class and/or
Sub-Fund(s) in question are present or represented.
Except as otherwise required by the 1915 Law or as otherwise provided in the Articles, resolutions
at a meeting of Shareholders duly convened are passed by a simple majority of the votes castregardless of the proportion of the capital represented.
The Board of Directors (i) may determine all other conditions that must be fulfilled by Shareholders
for them to take part in any meeting of Shareholders; and (ii) may suspend the voting rights of thoseShareholders who are in default of complying with their obligations as stated in the Articles or its
subscription agreement.

32

XIV.

REPORTS

Reporting
The Fund will prepare, distribute and submit for approval its audited annual report, established inaccordance with IFRS, to the Shareholders within one hundred and twenty (120) days from, and inany case no later than six (6) months after, the end of each Financial Year. The audited annual reportwill contain financial statements audited by a Luxembourg auditor (réviseur d'entreprises agréé).
In addition, and in accordance with the requirements of the 2010 Law, the Fund will prepare anddistribute an unaudited semi-annual report to Shareholders within three (3) months following theperiod to which it refers.
The Board of Directors or its delegate may, in its sole discretion, decide to provide Shareholders withadditional unaudited reports at a higher frequency, and any other form of information orcommunication it deems appropriate, including such periodic reports as may be required inaccordance with the ELTIF Regulation (if applicable).

33

XV.

REGULATORY AND TAX CONSIDERATIONS

Organization
Brookfield Oaktree Wealth Solutions Alternative Funds S.A. SICAV–UCI Part II was incorporated on
14 November 2022 as an investment company with variable capital (société d’investissement àcapital variable), organized as a multi-compartment reserved alternative investment fund (fondsd'investissement alternatif réservé à compartiments multiples), in the form of a public limited
company (société anonyme) and governed by the laws of the Grand Duchy of Luxembourg. As at thedate of this Prospectus and following the Part II Reorganization, the Fund is in particular governedby the 1915 Law, the Part II of the 2010 Law and its Articles.
The Fund has a multi-compartment structure and therefore consists of at least one Sub-Fund. Each
Sub-Fund represents a portfolio containing different assets and liabilities and is considered to be a
separate entity in relation to the Shareholders and third parties. The rights of Shareholders andcreditors concerning a Sub-Fund or which have arisen in relation to the establishment, operation or
liquidation of a Sub-Fund are limited to the assets of that Sub-Fund. No Sub-Fund will be liable with
its assets for the liabilities of another Sub-Fund.
The individual Sub-Funds shall be designated by the names given in the relevant appendix of thisProspectus applicable to each such Sub-Fund. The Reference Currency in which the NAV of thecorresponding Shares of a Sub-Fund is expressed is US Dollars unless specified otherwise in respectof a Sub-Fund in its relevant Sub-Fund Supplement.
Term
The Fund will continue for an indefinite period of time, unless put into liquidation in certain specified
circumstances, including as described below under Section XVI (Dissolution and Liquidation of theFund) of this Prospectus. Each Sub-Fund may have an indefinite duration or a limited duration, as
further described in the relevant Sub-Fund Supplement.
Financial YearThe financial year of the Fund will start on January 1st and end on December 31st of each year. The
first Financial Year of the Fund started on 14 November 2022 and terminated on 31 December 2022.
Accounting Standard
Accounts are prepared in accordance with International Financial Reporting Standards, as adopted
by the EU and amended from time to time ("IFRS").
Temporary Suspension of Calculation of Net Asset Value, Subscriptions and Redemptions
The AIFM and/or the Board of Directors may, but are not obligated to, suspend the determinationof NAV and/or the Fund's and/or one or more Sub-Funds' offering and/or redemptions wherecircumstances so require and provided the suspension is justified having regard to the interests ofShareholders. Any such suspension shall be notified to the concerned Shareholders. No Shares will
be issued nor redeemed during a period when the determination of NAV is suspended. For the
avoidance of doubt, both redemptions and issues of Shares shall only be suspended in exceptional
circumstances and not on a systematic basis.
Certain Regulatory Matters
Alternative Investment Fund Managers' Directive and Certain Luxembourg Regulatory
Considerations

34

The AIFM Directive became effective across the European Union ("EU" or "Eurozone") on July 22,
2013. The AIFM Directive regulates (i) alternative investment fund managers based in the EU; (ii) the
management of any alternative investment fund established in the EU; and (iii) the marketing in the
EU of any alternative investment fund, such as the Fund. The AIFM Directive imposes detailed andprescriptive obligations on alternative investment fund managers established in the EU.
The corpus of rules formed by the AIFM Directive, the Commission Delegated Regulation (EU) No
231/2013 of December 19, 2012 ("AIFM Regulation") and any binding guidelines or other delegatedacts and regulations issued from time to time by the EU relevant authorities pursuant to the AIFM
Directive and/or the AIFM Regulation, as well as by any national laws and regulations that are taken
in relation to (or transposing either of) the foregoing are hereafter referred to as the "AIFM Rules".
The Alternative Investment Fund Manager of the Fund
LFE European Asset Management S.à r.l., a private limited liability company (société à responsabilité
limitée) incorporated under the laws of the Grand Duchy of Luxembourg on June 22, 2015, having ashare capital of EUR 992,000, which is fully paid-in and its registered office at 26a, boulevard Royal,
L-2449, Luxembourg, Grand Duchy of Luxembourg and registered with the RCS under number
B198087, is the Fund's external alternative investment fund manager (the "AIFM").
The AIFM acts as alternative investment fund manager of the Fund, in accordance with the
Luxembourg law of July 12, 2013 on alternative investment fund managers, as amended (the "2013Law"). The AIFM was approved on 22 June 2015 by the CSSF as an AIFM authorized under Article 5of the 2013 Law.
The AIFM has been appointed by the Fund to act as alternative investment fund manager in order toperform the investment management (including both portfolio and risk management), oversight,
valuation and certain other functions in relation to the Fund pursuant to the alternative investment
fund management agreement entered into between the Fund and the AIFM (the "AIFM
Agreement").
The AIFM has been authorized in Luxembourg by the CSSF to act as external alternative investment
fund manager for alternative investment funds. The AIFM is an affiliated company of the Oaktree
Capital Group, LLC. Its main business activity is to fulfil the functions of AIFM for the Fund and otherfunds as required under the AIFM Directive and to provide investment management expertise.
Description of Duties
The AIFM has initially been entrusted with the duties pertaining to the investment management
functions of the Fund, namely (a) the portfolio management function; and (b) the risk management
function but may delegate certain of such investment management duties to affiliates of theInvestment Manager as described in the relevant Sub-Fund Supplement. The AIFM may also provide
certain marketing services to the Fund to the extent not otherwise delegated to Brookfield and its
affiliates. The AIFM will also be responsible for the proper and independent valuation of the assetsof the Fund. Subject to the Sub-Fund Supplement, the Investment Manager will provide valuation
advice and assist the AIFM in the valuation of the assets of the Fund. The individuals valuing theFund's assets have experience in valuing the kinds of assets in which the Fund will invest.
In case of ELTIF Sub-Funds, in accordance with the requirements of the ELTIF Regulation, the AIFM
shall be responsible for providing Retail Investors with the appropriate investment advice before
they subscribe for Shares. Besides the requirements applicable generally to the distribution offinancial instruments such as the Shares, the AIFM is furthermore responsible for ensuring that
potential Investors comply with the eligibility criteria laid down in the ELTIF Regulation and that therespective Sub-Fund is suitable for Retail Investors regarding their experience, financial situationand investment objectives.

35

Professional Liability
The AIFM covers its potential professional risks resulting from its activities as an AIFM by holding
additional own funds in accordance with the articles 101(4) and 102(1)(a) of the Law of 17 December
2010 relating to undertakings for collective investment; the article 8 of the AIFM Regulation; thearticles 12 to 15 of Delegated Regulation (EU) 231/2013; and the Delegated Regulation (EU)241/2014.
Delegation
The AIFM has been permitted by the Fund to appoint delegates in relation to its functions inaccordance with the AIFM Directive and the 2010 Law.
The delegated functions shall remain under the supervision of the AIFM and the delegation shall notprevent the AIFM from acting, or the Fund from being managed, in the best interests of the
Shareholders. The delegation to third parties is subject to the prior approval of the CSSF.
The AIFM will monitor, on a continuing basis, the activities of the third parties to whom it hasdelegated functions. The agreements entered into between the AIFM and such third parties providethat the AIFM may give at any time further instructions to such third parties, and that it may
withdraw their mandate under certain circumstances.
All delegations will be carried out in accordance with the Articles, the AIFM Directive, the 2010 Law
and the specific terms of any delegation to the AIFM by the Board of Directors.
The AIFM, with the approval of the Board of Directors, has delegated its portfolio management
function regarding the Fund to the Investment Manager.
Fees and Expenses
In addition to the fees set in Section X (Fees and Expenses of the Fund) of this Prospectus, in respectof the services provided by it, the AIFM shall be entitled to reimbursement of its out-of-pocket
expenses.
Leverage
For the purposes of the AIFM Rules and the UK Alternative Investment Fund Managers Regulation
2013/1773 (the "UK AIFM Regulation"), the leverage limits in respect of a Sub-Fund shall be
described in the relevant Sub-Fund Supplement.
Shareholders' Rights
Investors will make a contractually binding subscription to a Sub-Fund by the execution and deliveryof their subscription agreements.
The rights and obligations of the Investors are set out in the Articles and the relevant subscription
agreement, as well as the laws of the Grand Duchy of Luxembourg.
Investors will not acquire any direct legal interest in investments made by the relevant Sub-Fund.
The main legal implications of the contractual relationship entered into by an Investor when
acquiring Shares in the Sub-Fund are that by signing the subscription agreement, the Investor isagreeing to be bound by the terms of the Articles and the subscription agreement, including, interalia, the obligation to pay its full subscription amount.
The District Court of Luxembourg-City has exclusive jurisdiction to hear and determine any suit,action or proceedings, and to settle any claim or dispute which may arise out of or in connection
with the Articles and any subscription agreement. As an EU Member State, Luxembourg applies
36

Regulation (EU) No 1215/2012 of the European Parliament and of the Council of 12 December 2012
on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters(recast), as may be amended, supplemented or replaced from time to time. Luxembourg alsoadheres to other treaties and conventions on jurisdiction and the recognition and enforcement of
judgments in civil and commercial matters and, in the absence of an EU Regulation, a treaty or aconvention, Luxembourg courts can, under certain conditions grant exequatur (enforcement) to aforeign judgment in Luxembourg, respectively.
It should be noted that Shareholders will only be able to exercise their rights directly against theSub-Fund and will not have any direct contractual rights against the service providers of the SubFund appointed from time to time. The foregoing is without prejudice to other rights which investors
may have under ordinary rules of law or pursuant to specific legislation (for example, a right ofaccess to and rectification of personal data).
Shareholders' Rights in Case of Nominee
Shareholders' attention is drawn to the fact that they will only be able to fully exercise their rights
directly against the Sub-Fund, notably the right to participate in general meetings of Shareholders,
if they are registered in their own name in the register of Shareholders of the Sub-Fund. In cases
where a Shareholder invests in a Sub-Fund through a nominee as provided for above, it may notalways be possible for the Shareholders to exercise certain rights directly against the Sub-Fund.
Exculpation and Indemnification
In accordance with, and subject to, the Articles, to the maximum extent permitted by applicablelaw, each Indemnitee (as defined below) shall be fully protected and indemnified by the relevant
Sub-Fund out of Fund assets against all liabilities and losses (including amounts paid in respect of
judgments, fines, penalties or settlement of litigation, and legal fees and expenses reasonably
incurred in connection with any pending or threatened litigation or proceeding) suffered by virtue
of its or his serving as an Indemnitee with respect to any action or omission (including, without
limitation, trading errors) suffered or taken that is not in material violation of the Articles and does
not constitute fraud (dol), willful misfeasance (faute intentionnelle), gross negligence (as construedin accordance with the laws of the State of Delaware), or reckless disregard of duties of theIndemnitee in the conduct of such Indemnitee’s office, and, with respect to any criminal action orproceeding, without reasonable cause to believe his or its conduct was unlawful.
The "Indemnitees" for these purposes are the Board of Directors (collectively or each member
individually), service providers or officers of the Sub-Fund or any liquidation representative, andtheir heirs, executors and administrators.
Each service provider appointed by the Fund and/or the Sub-Fund (including the Portfolio Manager)
is also the beneficiary of an indemnity under the relevant agreement entered into which are on
customary terms for agreements of those types.
The AIFM may have a Sub-Fund purchase, at the Sub-Fund's expense, insurance to insure the SubFund and any Indemnitee against liability in connection with the activities of the Sub-Fund.
Applicable Laws and Jurisdiction
The Fund was incorporated on 14 November 2022 and continues for an indefinite period until theFund is put into liquidation in the manner set forth in the Articles and this Prospectus. The Fund isgoverned by the laws of the Grand Duchy of Luxembourg. By entering into a subscription document,
the Shareholder will enter into a contractual relationship governed by the subscription document,
the terms of this Prospectus, the Articles and applicable laws and regulations.

37

Any action or proceeding against the parties relating in any way to the Articles or this Prospectus shallbe brought and enforced in the District Court of the city of Luxembourg. The subscription document
will contain similar terms.

Fair and Preferential Treatment
The AIFM intends that all Shareholders will be treated fairly in accordance with the relevant
requirements of the AIFM Directive, the 2010 Law and applicable laws and regulations.
Notwithstanding the foregoing paragraph, a Shareholder may be granted "preferential treatment"
to the widest extent allowed by this Prospectus and the Articles. To the extent that a Shareholder
obtains a "preferential treatment" or the right to obtain a "preferential treatment," a brief
description of that preferential treatment, the type of Shareholder who obtained such "preferential
treatment" and, where relevant, their legal or economic links with the Fund, the AIFM or theInvestment Manager will be made available on a confidential basis upon request at the registeredoffice of the AIFM to the extent required by applicable law and, in particular, in accordance witharticle 21 of the 2013 Law.
For the avoidance of doubt, no preferential treatment or specific economic benefits shall be granted
to individual Investors or groups of Investors in an ELTIF Sub-Fund marketed to Retail Investors.
Other Information
The AIFM will make available to Shareholders in the annual reports for the Fund, and/or at any
reasonable time during normal business hours (upon request after furnishing reasonable advance
written notice to the AIFM) at the registered office of the AIFM, any information and/or documents
which the AIFM or the Fund is or will be required by virtue of law (and in particular the 2013 Law andarticle 21 thereof) to make available and any amendments or supplements thereto made from time
to time; provided, that such availability will be reasonably related to such Shareholder's interest asa Shareholder. In particular, any material changes to the risk profile of the Fund or the risk
management systems employed by the Fund to manage those risks, together with any changes tothe borrowing provisions of the Fund and the total amount of leverage employed by the Fund will
be disclosed to Investors in the annual report.
The locations of underlying vehicles (if applicable) in which the Fund may invest will be available atthe registered office of the AIFM.
Acquisition of Major Holdings and Control of Non-Listed Companies
If the Fund, directly or indirectly, acquires or disposes of certain holdings in a non-listed company,
the AIFM may be subject to certain reporting obligations set out in articles 24 and following of the2013 Law.
Best Execution
The AIFM acts in the best interest of the Fund when executing investment decisions. For that
purpose, it takes into account price, costs, speed, likelihood of execution and settlement, order size
and nature, or any other consideration relevant to the execution of the investment (best execution),
except in cases where, taking into account the type of asset, the best execution is not relevant. The
AIFM has implemented written policies and procedures on due diligence as well as effective
arrangements for ensuring that investment decisions are carried out in compliance with theinvestment objective and investment strategy of the Fund, taking into consideration and adhering
to applicable risk limits. Where the Investment Manager is permitted to execute transactions, it will38

be committed contractually to apply equivalent best execution principles, if it is not already subject
to equivalent best execution laws and regulations.

Remuneration
The AIFM has a remuneration policy in place which seeks to ensure that the interests of the AIFM
and the Shareholders in the Fund are aligned. Such remuneration policy imposes remuneration rules
on staff and senior management within the AIFM whose activities have an impact on the risk profileof the Fund. The AIFM shall seek to ensure that such remuneration policies and practices will beconsistent with sound and effective risk management and with the AIFM Directive and ESMA’s
remuneration guidelines. The AIFM shall also seek to ensure that such remuneration policies andpractices shall not encourage risk taking which is inconsistent with the risk profile and constitutional
documents of the Fund.
The AIFM shall seek to ensure that the remuneration policy will, at all times, be consistent with thebusiness strategy, objectives, values and interests of the Fund and the Shareholders and that the
remuneration policy will include measures that seek to ensure that all relevant conflicts of interest
can be managed appropriately at all times.
Inducements
Third parties, including affiliates of the AIFM, may be remunerated or compensated in monetary
form for distribution activities performed in relation to the Fund on terms the Fund, the AIFM and/or
the Investment Manager has agreed with such parties. Such remuneration or compensation, if
applicable, is generally expressed as a percentage of the annual management fee levied on the Fund.
With reference to his/her/their transactions, a Shareholder may receive further details of such
remuneration or compensation arrangements or any amount received by or shared with suchparties on request. Third parties involved in portfolio management activities of the Fund, including
affiliate of the AIFM, whether they receive a service from another party or perform a service for the
benefit of another party, may also receive from or grant benefits to these other parties in monetaryor other form (including, but not limited to, soft dollar commissions, rebates or any otheradvantages). Such benefits, in monetary or other form, shall be used in the best interest of the Fund,the relevant Sub-Fund(s) and the Shareholders and shall be disclosed to the AIFM. The Fund, theAIFM and the third parties take reasonable steps to ensure that such benefits are not likely to conflictwith any duty that the Fund, the AIFM and the third parties are subject to under any relevant legal
or regulatory provision.
Risk Management
The AIFM has established and maintains a dedicated risk management function that implements
effective risk management policies and procedures in order to identify, measure, manage andmonitor on an ongoing basis all risks relevant to the Fund's investment objective including inparticular market, credit, liquidity, counterparty, operational and all other relevant risks.
Furthermore, the risk management process ensures an independent review of the valuation policies
and procedures as per article 70(3) of the AIFM Regulation. The risk profile of each Sub-Fund shallcorrespond to the size, portfolio structure and investment objective.
The Fund may use all financial derivative instruments for the purpose of hedging or investment.
The risk management staff within the AIFM will supervise the compliance of these provisions inaccordance with the requirements of applicable circulars or regulation issued by the CSSF or any

39European authority authorized to issue related regulation or technical standards which areapplicable to the Fund.
Liquidity Risk Management
The AIFM maintains a liquidity risk management process to monitor the liquidity risk of the Fund,which includes, among other tools and methods of measurement, the use of stress tests under bothnormal and exceptional liquidity conditions. Further details regarding the liquidity risk management
process of the Fund are available upon request at any reasonable time during normal business hours(after furnishing reasonable advance written notice to the AIFM) at the registered office of the AIFM.
The AIFM will comply with the ESMA Guidelines ESMA34-39897 on liquidity stress testing.
Exclusivity
The functions and duties which the Board of Directors, the AIFM, the Investment Manager and/or
any of their affiliate undertake on behalf of the Fund will not be exclusive and they perform similarfunctions and duties for themselves and for others and, without limitation, act as manager,
investment advisor or general partner (or equivalent) in respect of other funds, accounts or otherproducts.
Depositary
The Fund has appointed J.P. Morgan SE – Luxembourg Branch, a company registered with the local
court of Frankfurt am Main, Germany with HRB 126056 and VAT number DE114103709 and having
its registered office at TaunusTurm, Taunustor 1, Frankfurt am Main, 60310, Germany, acting
through its branch in Luxembourg at 6 route de Trèves, L-2633 Senningerberg, Grand Duchy of
Luxembourg, as depositary bank and paying agent of the Fund (the "Depositary") pursuant to the2010 Law, the 2013 Law, the ELTIF Regulation (if applicable) and the terms of a depositary bank andcustodian agreement entered into between the Fund, the AIFM and the Depositary (the "Depositary
Agreement"), effective as of the incorporation of the Fund.
The duties of the Depositary (as further detailed in the Depositary Agreement) include:1.

the safekeeping of the Fund's financial instruments that can be held in custody and record
keeping and verification of ownership of the other assets of the Fund;2.

oversight duties; and3.

cash flow monitoring.

J.P. Morgan SE – Luxembourg Branch is registered with the RCS under number B255938. The
Depositary is licensed to carry out banking activities under the terms of the Luxembourg law of 5
April 1993 on the financial services sector, as amended, and specializes in custody, fundadministration and related services.
No arrangements are contemplated or have been entered into with the Depositary to contractuallydischarge the Depositary of liability in accordance with article 21(13) of the AIFM Directive. The Fund
will inform Investors of any changes with respect to the liability of the Depositary.
Delegation
The Depositary does not intend to delegate its safekeeping duties to sub-custodians and therefore
has not obtained any such permission from the Fund.

40

The Depositary shall act honestly, fairly, professionally, independently and solely in the interests of
the Fund and the Shareholders in the execution of its duties under the 2010 Law and the Depositary
Agreement.
Under its oversight duties, the Depositary will:•

ensure that the sale, issue, repurchase, withdrawal and cancellation of Shares effected onbehalf of the Fund are carried out in accordance with the Articles and this Prospectus;•

ensure that the value of Shares is calculated in accordance with the 2010 Law, the Articles
and this Prospectus;•

carry out the instructions of the Fund and the AIFM unless they conflict with the 2010 Law,
the Articles and this Prospectus;•

ensure that in transactions involving the Fund's assets, the consideration is remitted to theFund within the usual time limits; and•ensure that the income of the Fund is applied in accordance with the Articles and thisProspectus.

As paying agent of the Fund, the Depositary may receive contributions from Shareholders, deposit
such payments in the cash accounts of the Fund that may be opened with the Depositary and pay
any distributions and/or withdrawal amounts to the Shareholders from time to time; provided, thatsuch services are currently expected to be performed by other financial entities, which may include
Brookfield and its affiliates, in compliance with applicable law.
The Depositary will also ensure that cash flows are properly and effectively monitored in accordancewith the Depositary Agreement.
Prime Broker
The Fund has not yet appointed a prime broker.
Central Administration of the Fund
J.P. Morgan SE – Luxembourg Branch has been appointed as transfer and registrar agent and central
administration agent of the Fund ("Central Administration") pursuant to a fund administrationagreement entered into between the Fund, the AIFM and Central Administration (the"Administration Agreement") and effective as of the Service Commencement Date (as therein
defined).
The duties of Central Administration (as further detailed in the Administration Agreement) include
inter alia keeping the accounts and holding the books and records of the Fund, calculating the Net
Asset Value of the Fund/any Sub-Fund(s) of the Fund, drawing up the annual financial statementsof the Fund, maintaining the register of Shareholders of the Fund and recording any subscription,
withdrawal or transfer of Shares in such register.
A summary of the fees which Central Administration is entitled to receive from the Fund inconsideration for its services as paying agent and Central Administration is available to investors at
the registered office of the AIFM.
Central Administration, a credit institution authorized in Luxembourg, has been appointed to provide
central administration services (including transfer agency services). In order to provide thoseservices, Central Administration must enter into outsourcing arrangements with third party service
providers in or outside its group (the "CA Sub-contractors"). As part of those outsourcing
41

arrangements, Central Administration may be required to disclose and transfer personal andconfidential information and documents about a Shareholder and individuals related to the
Shareholder (the "Related Individuals") (such as identification data – including the Shareholder
and/or the Related Individual's name, address, national identifiers, date and country of birth, etc. –account information, contractual and other documentation and transaction information) (the"Confidential Information") to the CA Sub-contractors. In accordance with Luxembourg law, Central
Administration is required to provide a certain level of information about those outsourcing
arrangements to the Fund, which, in turn, must provide such information to the Shareholders. In thisrespect, information on the Fund's processing of personal data (to the extent containing Confidential
Information) is included in this Section XV (Regulatory and Tax Considerations).
The nature of the outsourced activities includes IT system management, operation, development
and maintenance services, reporting, and investor services activities.
In any event, Central Administration is legally bound to, and has committed to the Fund that it willenter into outsourcing arrangements with CA Sub-contractors which are either subject toprofessional secrecy obligations by application of law or which will be contractually bound to comply
with strict confidentiality rules. Confidential Information will therefore only be accessible to alimited number of persons within the relevant CA Sub-contractor, on "a need to know" basis andfollowing the principle of the "least privilege."
Anti-Money Laundering and Fight Against Terrorism Financing
Pursuant to international rules and Luxembourg laws and regulations comprising, but not limited to,
the Luxembourg law of 12 November 2004 on the fight against money laundering and financing ofterrorism, as amended (the "Lux AML Law"), the Grand Ducal Regulation dated 1 February 2010,
CSSF Regulation 12-02, and relevant CSSF circulars, including but not limited to CSSF Circular 18/698
on the authorization and organization of investment fund managers incorporated under
Luxembourg law, and any respective amendments or replacements, obligations have been imposedon all professionals of the financial sector to prevent the use of undertakings for collective
investment for money laundering and financing of terrorism purposes. As a result of such provisions,
Central Administration must ascertain the identity of each Shareholder (except Shareholders
subscribing through a nominee, in which case the nominee will ascertain the identity in the Fund inaccordance with Luxembourg laws and regulations). Central Administration may require investors toprovide any document it deems necessary to effect such identification.
In case of delay or failure by an investor to provide the documents required, the application forsubscription will not be accepted and in case of withdrawal, payment of withdrawal proceeds
delayed. Neither the AIFM nor the Fund nor any affiliate thereof will have any liability for delays or
failure to process deals as a result of an investor providing no, or only incomplete, documentation.
Shareholders are expected to provide additional or updated identification documents from time totime pursuant to ongoing client due diligence requirements under relevant laws and regulations.
The Fund, or any delegate thereof, may provide the Luxembourg beneficial owner register (the"RBO") created pursuant to the Law of 13 January 2019 establishing a register of beneficial owners
with relevant information about any Shareholder or, as applicable, beneficial owner(s) thereof,
qualifying as a beneficial owner of the Fund within the meaning of Article 1(7) of the Lux AML Law.
To the extent required by and subject to the conditions of Luxembourg anti-money laundering laws
and regulations, such information shall be made available to the general public through access to
the RBO. By executing a subscription document with respect to the Fund, each Shareholder
acknowledges that failure by a Shareholder, or as applicable, beneficial owner(s) thereof, to provide
the Fund, or any delegate thereof, with any relevant information and supporting documentationnecessary for the Fund to comply with its obligation to provide same information anddocumentation to the RBO is subject to criminal fines in Luxembourg.
42

The Fund and the AIFM (by itself and/or through a delegate) shall ensure that due diligence measureson the Fund's Investments are applied on a risk-based approach in accordance with Luxembourg
applicable laws and regulations.
Where Shares of the Fund are subscribed through an intermediary/nominee acting on behalf of its
customers, enhanced customer due diligence measures for this intermediary will be applied inaccordance with the Article 3-2 of the Lux AML Law and Article 3 of the CSSF Regulation 12-02.
Data Protection
Prospective investors should be aware that, in making an investment in the Fund and/or one ormore Sub-Funds, and interacting with the Fund, the Sub-Fund(s), its affiliate and/or delegates by:1.

submitting the subscription documents;

2.

communicating through telephone calls, online investor platforms (including
bxaccess.com), written correspondence, and emails (all of which may be recorded); or

3.

providing personal data within the meaning given to it under data protection laws that
apply to the Fund's processing of personal data, and includes any information that relates
to, describes, identifies or can be used, directly or indirectly, to identify an individual (suchas name, address, date of birth, personal identification numbers, sensitive personal
information, passport information, financial information, and economic information)("Personal Data") concerning individuals connected with the investor (such as directors,
officers, trustees, employees, representatives, Shareholders, investors, clients, beneficial
owners and/or agents),
they will be providing the Fund, its affiliate and/or delegates with Personal Data.

The Fund has prepared a data privacy notice ("DPN") detailing how the Fund will collect Personal
Data, where it collects it from, and the purposes for which the Personal Data is used. This DPN
explains what rights are given to individuals, how long Personal Data will be retained, who it will beshared with, the purposes of the processing, safeguards put in place where Personal Data istransferred internationally, and relevant contacts. A copy of the latest DPN (which is subject toamendment from time to time) is available in the investor data room of the Fund.
If you should wish to exercise any of your data protection rights, have any questions or concerns
regarding the processing of Personal Data, require a further copy of the DPN or wish to contact theFund about your Personal Data, you should submit a written application to Brookfield's Privacy
Officer at PrivacyOfficer@Brookfield.com.
Common Reporting Standard
Capitalized terms used in this section should have the meaning as set forth in CRS-Law, unlessprovided otherwise herein.
The Fund may be subject to the Standard for Automatic Exchange of Financial Account Informationin Tax matters (the "Standard") and its Common Reporting Standard (the "CRS") as set out in the
Luxembourg law dated December 18, 2015 implementing Council Directive 2014/107/EU of
December 9, 2014 as regards mandatory automatic exchange of information in the field of taxation(the "CRS-Law").
Under the terms of the CRS-Law, the Fund is to be treated as a Luxembourg Reporting Financial
Institution (a "Reporting FI"). As such and without prejudice to other applicable data protection
provisions, the Fund will be required to annually report to the Luxembourg tax authority personaland financial information related, inter alia, to the identification of, holdings by and payments made43

to (i) certain Shareholders as per the CRS-Law (the "Reportable Persons"); and (ii) Controlling
Persons of certain non-financial entities ("NFEs") which are themselves Reportable Persons. This
information, as exhaustively set out in Annex I of the CRS-Law (the "Information"), will include
personal data related to the Reportable Persons.
The Fund's ability to satisfy its reporting obligations under the CRS-Law will depend on each
Shareholder providing the Fund with the Information, along with the required supporting
documentary evidence. In this context, the Shareholders are hereby informed that, as data
controller, the Fund will process the Information for the purposes as set out in the CRS-Law. The
Shareholders undertake to inform their Controlling Persons, if applicable, of the processing of their
Information by the Fund.
The term "Controlling Person" means, in the present context, any natural persons who exercise
control over an entity. In the case of a trust, it means the settlor(s), the trustee(s), the protector(s)(if any), the beneficiary(ies) or class(es) of beneficiaries, and any other natural person(s) exercisingultimate effective control over the trust, and in the case of a legal arrangement other than a trust,persons in equivalent or similar positions. The term "Controlling Persons" must be interpreted in amanner consistent with the Financial Action Task Force Recommendations.
The Shareholders are further informed that the Information related to Reportable Persons within
the meaning of the CRS-Law will be disclosed to the Luxembourg tax authority annually for the
purposes set out in the CRS-Law. In particular, Reportable Persons are informed that certain
operations performed by them will be reported to them through the issuance of statements, and thatpart of this information will serve as a basis for the annual disclosure to the Luxembourg tax
authority.
Similarly, the Shareholders undertake to inform the Fund within thirty (30) days of receipt of thesestatements should any included personal data not be accurate. The Shareholders further undertake
to immediately inform the Fund of, and provide the Fund with, all supporting documentary evidenceof any changes related to, the Information after occurrence of such changes.
Although the Fund will attempt to satisfy any obligation imposed on it to avoid any taxes or penalties
imposed by the CRS-Law, no assurance can be given that the Fund will be able to satisfy theseobligations. If the Fund becomes subject to a tax or penalty as result of the CRS-Law, the value ofthe Shares may suffer material losses.
Any Shareholder that fails to comply with the Fund's Information or documentation requests may
be held liable for penalties imposed on the Fund and attributable to such Shareholder's failure toprovide the Information.
Data protection information in the context of CRS processing
In accordance with the CRS-Law, FI are required to report to the Luxembourg Tax Authority
information regarding Reportable Persons such as defined in the CRS-Law.
As a Luxembourg Reporting FI, the Fund is the data controller and processes personal data of
Shareholders and Controlling Persons as Reportable Persons for the purposes set out in the CRSLaw.
In this context, the Fund may be required to report to the Luxembourg Tax Authority the name,residence address, TIN(s), the date and place of birth, the country of tax residence(s), the phone
number, the account number (or functional equivalent), standing instructions to transfer funds toan account maintained in a foreign jurisdiction, the account balance or value, the total gross amountof interest, the total gross amount of dividends, the total gross amount of other income generated
with respect to the assets held in the account, the total gross proceeds from the sale orwithdrawal/repurchase of property paid or credited to the account, the total gross amount of44

interest paid or credited to the account, the total gross amount paid or credited to the Shareholder
with respect to the account, as well as any other information required by applicable laws (i) of each
Reportable Person that is an account holder; and (ii), in the case of a Passive NFE within the meaningof the CRS-Law, of each Controlling Person that is a Reportable Person (the "CRS Personal Data").
CRS Personal Data regarding the Shareholders or the Controlling Persons will be reported by theReporting FI to the Luxembourg Tax Authority. The Luxembourg Tax Authority, under its own
responsibility, will in turn pass on the CRS Personal Data to the competent tax authorities of one ormore CRS reportable jurisdiction(s). The Fund processes the CRS Personal Data regarding theShareholders or the Controlling Persons only for the purpose of complying with the Fund's legal
obligations under the CRS-Law.
In particular, Shareholders and Controlling Persons are informed that certain operations performedby them will be reported to them through the issuance of statements, and that part of thisinformation will serve as a basis for the annual disclosure to the Luxembourg Tax Authority.
CRS Personal Data may also be processed by the Fund's data processors, which, in the context of
CRS processing, may include the AIFM and the Central Administration.
The Fund's ability to satisfy its reporting obligations under the CRS-Law will depend on each
Shareholder or Controlling Person providing the Fund with the CRS Personal Data, including
information regarding direct or indirect owners of each Shareholder, along with the required
supporting documentary evidence. Upon request of the Fund, each Shareholder or Controlling
Person must provide the Fund with such information. Failure to do so within the prescribed
timeframe may trigger a notification of the account to the Luxembourg Tax Authority.
Tax Information and Tax Liability
Each Shareholder shall provide in a timely manner any information, form, disclosure, certificationor documentation ("Tax Information") that the Fund and/or the AIFM may reasonably request in
writing in order to maintain appropriate records, report such information as may be required to bereported to the Luxembourg tax authorities or any other tax or competent authority (the "Tax
Reporting Regimes"), satisfy tax filing obligations and provide for withholding amounts, if any, ineach case relating to each Shareholder's interest in or payments from the Fund including, without
limitation, any information requested in order to comply with:
1.

European Union Council Directive 2014/107/EU, as amended, on the mandatory
automatic exchange of information between tax administrations (the "Exchange ofInformation Directive"); or2.

European Union Council Directive 2011/16/EU (the "DAC"), as amended; or

3.

The Multilateral Competent Authority Agreement on the Automatic Exchange of Financial
Account Information signed by the Government of the Grand Duchy of Luxembourg on 29
October 2014 in relation to agreements with the participating jurisdictions listed in thetable in Schedule A to said agreement to improve international tax compliance based on
the standard for automatic exchange of financial account information developed by the
OECD; or4.

Council directive (EU) 2017/952 of 29 May 2017 amending Council directive (EU)2016/1164 as regards hybrid mismatches with third countries pursuant to which each
Shareholder should be able to confirm whether its investment gives rise to a hybrid
mismatch; or

45

5.

Any law, rule or regulation pursuant to or implementing any of the Exchange ofInformation Directive, the DAC, the CRS or any other regime requiring the exchange of Tax
Information; or6.

General tax rules whereby information on the Shareholder would be required for the Fund
and/or the AIFM to conduct the Fund's affairs.

The Shareholder shall use all reasonable endeavors to promptly supply to the Fund and/or the AIFM
such information, affidavits, certificates, representations and forms that may reasonably berequested by the Fund and/or the AIFM in order for the Fund to comply with any applicable or future
legal, or regulatory or tax requirements pursuant to this section.
Each Shareholder further agrees to update or replace any such Tax Information promptly to theextent such Shareholder is aware of any changes to any of the Tax Information it has provided, orthat such Tax Information has become obsolete. In addition, each Shareholder shall take such actions
as the Fund and/or the AIFM may request in order to enable any relevant entity to comply with any
Tax Information requirements or mitigate any taxation and hereby authorizes each relevant entity
to take such actions as it determines are needed in order to enable any relevant entity to comply
with any Tax Information requirements, or mitigate any taxation (including but not limited to thedisclosure of personal data, and the allocation of penalties or tax leakage to the Shareholder causing
such penalties or tax leakage to arise).
A Shareholder shall indemnify the Fund and the other Shareholders for all loss, costs, expenses,
damages, claims and/ or requests (including, but not limited to, any withholding tax, penalties orinterest borne by the Fund and/or the Shareholders or any non-deductibility of a payment made by
the Fund or its affiliate) arising as a result of such Shareholder's failure to comply with any of therequirements set out in this section or any requests of the Fund and/or the AIFM under this section
in a timely manner.
If requested by the Fund and/or the AIFM, the Shareholders shall promptly execute any and all
documents or take such other actions as the Fund and/or the AIFM may require pursuant to thissection. The Fund and/or the AIFM may exercise the power of attorney granted to them pursuant
to the last paragraph of this section to execute any such documents or take such actions on behalfof any Shareholder in connection with the above if the Shareholder fails to do so.
In the event that any Shareholder fails to establish that payments and allocations to it are exempt
from withholding or fails to comply with any of the requirements and fails to rectify any such failure,in each case in a timely manner (without regard as to whether such information was not provided
due to the fact that it was not reasonably practicable for the Shareholder to obtain such information)and the Fund and/or the AIFM reasonably consider that any of the following is necessary oradvisable, with respect to the Tax Reporting Regimes compliance matters, having regard to theinterests of the Fund and Shareholders generally, the Fund and/or the AIFM shall have full authority(but shall not be obliged) to take any and all of the following actions:1.

withhold any withholding tax required to be withheld pursuant to any applicablelegislation, regulations, rules or agreements;

2.

allocate to a Shareholder any taxation and/or other costs which are attributable to that
Shareholder, including any additional tax resulting from the application to an affiliate of
the Fund of Council directive (EU) 2017/952 of 29 May 2017 amending directive (EU)2016/1164 as regards hybrid mismatches with third countries);3.

request such Shareholder to withdraw from the Fund;

46

4.

transfer such Shareholder's Shares to a third party (including, but not limited to, any
existing Shareholder) in exchange for the consideration negotiated by the Investment
Manager or the Fund in good faith for such interests; and/or

5.

take any other action that the Fund and/or the AIFM deem, in good faith, to be reasonable
in order to mitigate any adverse effect of such failure on the Fund or any other
Shareholder.

Each Shareholder hereby irrevocably appoints the Fund and/or the AIFM (and its duly appointed
attorney) as its true and lawful attorney to do all things and to execute any documents as may berequired in connection with this section and each such Shareholder undertakes to ratify and confirm
whatever the Fund and/or the AIFM (and/or its duly appointed attorneys) shall lawfully do pursuant
to such power of attorney.
Irrespective of the application of the "Tax Information and Tax Liability" section above, in the eventthat the Fund and/or the AIFM or any of their associates incurs a liability (for example, in case ofdenial of the tax deductibility) for any tax whether directly or indirectly, as a result of theparticipation of a particular Shareholder (or particular Shareholders) in the Fund, the Fund and/or
the AIFM may, in its absolute discretion, determine that an amount equal to such tax liability shallbe treated as an amount that has been allocated and distributed to such Shareholder (in which casesuch deemed allocation and distribution will be made between the relevant Shareholders on suchappropriate pro rata basis as the Fund and/or the AIFM may determine in their absolute discretion)or give rise to indemnification by this investor. The Fund and/or the AIFM will give notice of suchdeemed allocation and distribution to the particular Shareholder (or particular Shareholders)concerned.
The following discussion of the tax reporting in the jurisdictions stated is intended as a general guide
only and should not be construed as tax advice. Some Shareholders may be subject to special rules
which are not covered by the section and, therefore, potential investors should seek their own
professional advice regarding the tax consequences of acquiring, holding and disposing of Shares,
based on their own individual circumstances.
Taxation – Luxembourg
This section is a short summary of certain important Luxembourg tax principles in relation to theFund. The summary is based on the laws and practice currently in force and applied in Luxembourg
at the date of this Prospectus. Provisions may change at short-term notice, possibly with retroactive
effect.
This section does not purport to be a complete summary of tax law and practice currently applicable
in Luxembourg and does not contain any statement with respect to the tax treatment of aninvestment in the Fund in any other jurisdiction. Furthermore, this section does not address thetaxation of the Fund in any other jurisdiction or the taxation of any subsidiaries or intermediarycompanies of the Fund or of any investment structure in which the Fund holds an interest in any
jurisdiction.
Please be aware that the residency concept used below applies for Luxembourg income tax
assessment purposes only. Any reference in the present section to a tax, duty, levy, impost or othercharge or withholding of a similar nature refers to Luxembourg tax law and/or concepts only. Also,a reference to Luxembourg income tax generally encompasses corporate income tax (impôt sur lerevenu des collectivités), municipal business tax (impôt commercial communal), a solidarity
surcharge (contribution au fonds pour l’emploi) computed on corporate income tax, as well as
personal income tax (impôt sur le revenu). Investors may further be subject to net wealth tax (impôt
sur la fortune) as well as other duties, levies or taxes. Corporate income tax, municipal business tax
as well as the solidarity surcharge invariably apply to most corporate taxpayers who are residents47

of Luxembourg for tax purposes. Individual taxpayers are generally subject to personal income tax
and the solidarity surcharge. Under certain circumstances, where an individual taxpayer acts in thecourse of the management of a professional or business undertaking, municipal business tax may
apply as well.
Prospective investors should note that the implementation of the Base Erosion and Profit Shifting(“BEPS”) initiative of the Organization for Economic Co-operation and Development (“OECD”) and
the G20 and of Council directive (EU) 2017/952 of 29 May 2017 amending directive (EU) 2016/1164
as regards hybrid mismatches with third countries (“ATAD I & II”) in Luxembourg and other EU
member states may lead to changes to the tax considerations described herein. New rules under
BEPS and ATAD I & II have already started being introduced and deal amongst others with theoperation of double tax treaties, the definition of permanent establishments, interest deductibility
and preventing potential tax benefits from using hybrid instruments and hybrid entities.
Luxembourg has implemented ATAD I & II; most rules apply since 1 January 2019 or 1 January 2020,
as applicable, in line with the ATAD I & II timeline. ATAD I & II may, notably, require an entity that istax transparent in Luxembourg to be treated as from tax year 2022 as a resident for Luxembourg
tax purposes and taxed on its income to the extent that that income is not otherwise taxed under
the laws of Luxembourg or any other jurisdiction, where one or more associated non-resident
investors hold in aggregate a direct or indirect interest of 50% or more of the voting rights, capitalinterests or rights to a share of profit in the Fund and regard it as an opaque entity from a tax
perspective. These rules may have a material impact on how returns to investors are taxed, and they
may also give rise to additional reporting and disclosure obligations for or concerning the Fund
and/or its investors.
Furthermore, as part of the BEPS project, Luxembourg has signed (together with more than 100
jurisdictions) the so-called multilateral instrument (“MLI”) that will transpose anti-BEPS measures
into the treaties Luxembourg has concluded. The MLI notably introduces a “principal purpose test”
denying tax treaty benefits to companies when obtaining such benefits is “one of the principal
purposes of any arrangement or transaction that resulted directly or indirectly in” these benefits,
unless granting these benefits under the given circumstances would be “in accordance with theobject and purpose of the relevant provisions” of the tax treaty. Whether a Luxembourg entity
relying on tax treaty benefits can be construed as being part of such type of arrangement will
predominantly depend on source state views.
Council Directive (EU) 2018/822 (“DAC 6”) imposes mandatory disclosure requirements on
intermediaries and taxpayers in respect of reportable cross-border tax planning arrangements thathave been implemented as from June 25, 2018. Luxembourg has implemented DAC 6 in Luxembourg
law. The Fund, investors, the AIFM or any person that has advised or assisted could be legally obliged
to file information on the present transaction with the competent authorities with a view to an
automatic exchange of such information with other EU member states.
Also, on 22 December 2021, the European Commission issued a proposal for a Council Directive
laying down rules to prevent the misuse of shell entities for tax purposes within the EU (the “Unshell
Proposal”). There is considerable uncertainty surrounding the development of the proposal and its
implementation. The Unshell Proposal does not target the Fund, being an alternative investment
fund managed by an AIFM as defined in article 4(1), point (b), of Directive 2011/61/EU. Dependingon the investments to be made, the Fund could (indirectly) be exposed to additional reporting anddisclosure obligations (which may require the Fund or its subsidiaries to share information
concerning investors with applicable taxing or other governmental authorities) as well as
information on substance indicators. Moreover, the entitlement to double tax relief and related
benefits under international tax agreements could be denied as a result of the Unshell Proposal.
This could (indirectly) affect the performance of the Fund. In addition, while the Unshell Proposalof December 2021 addresses the situation inside the EU, the European Commission indicated its

48intention to present a new initiative to respond to the challenges linked to non-EU shell entities.
Such initiative may also (indirectly) impact the Fund.
Further to the BEPS initiative, and in particular the report on BEPS Action 1 (‘Addressing the Tax
Challenges of the Digital Economy)’, the OECD published a report on 31 May 2019 entitled‘Programme of Work to Develop a Consensus Solution to the Tax Challenges Arising from theDigitalisation of the Economy’ (as updated on several occasions and most recently on 8 October
2021 by the ‘Statement on a Two-Pillar Solution to Address the Tax Challenges Arising from theDigitalisation of the Economy’), which proposes fundamental changes to the international tax
system. The proposals (commonly now also referred to as “BEPS 2.0”) are based on two “pillars”,
involving the reallocation of taxing rights (“Pillar One”), and a new global minimum corporate tax
rate (“Pillar Two”).
Under Pillar One, “multinational enterprises” (“MNEs”) with an annual global turnover of (initially)at least EUR 20 billion would become subject to rules allocating 25% of profits in excess of a 10%
profit margin to the jurisdictions within which they carry on business (subject to threshold rules).
MNEs carrying on specific low-risk activities are excluded, including “regulated financial services”(yet to be defined). Pillar Two imposes a minimum effective tax rate of 15% on MNEs that haveconsolidated revenues of at least EUR 750 million in at least two out of the last four years (i.e.,broadly those MNEs which are required to undertake country by country reporting). Pillar Two
introduces two related tax measures (the “GloBE rules”): the income inclusion rule (“IIR”) imposes
a top up tax on a parent entity where a constituent entity of the MNE group has low taxed income
while the undertaxed profits rule (“UTPR”) applies as a backstop rule to allow group members to
get a share of top-up tax on the profits of low-taxed constituent entities of the MNE group if the
low-taxed constituent entity’s income is not taxed under a qualifying IIR. Additionally, a subject totax rule will permit source jurisdictions to impose limited withholding taxes on low taxed related
party payments, which will be creditable against the GloBE rules tax liability. Specified classes ofentities which are typically exempt from tax are outside the scope of Pillar Two, including investment
funds and real estate investment vehicles (as respectively defined) when they are the ultimate
parent entity of the MNE group (and certain intermediary investment vehicles held by such entities).
Because of the absence of total carve-out for investment funds, Pillar Two may nonetheless affectinvestment funds and/or intermediary investment vehicles in certain fact patterns if theabovementioned EUR 750 million threshold of consolidated revenues is met.
The implementation of Pillar Two is currently scheduled for 2024 in several large jurisdictions, with
the UTPR coming into effect possibly in 2025 (the exact timeline depends on the jurisdictions
implementing the proposed rules); the schedule for Pillar One has become more uncertain. On 20
December 2021, the OECD released Pillar Two model rules providing a template for jurisdictions totranslate the GloBE rules into domestic law and an initial commentary in March 2022. Further
guidance has been and will continue being published by the OECD on specific items, and a template
multilateral convention to implement the subject-to-tax rule is also due to be released in 2023. In
the EU, member states have adopted a directive on the GloBE Rules in December 2022, which islargely inspired from the OECD model rules albeit deviates from them on certain aspects. The
directive must be implemented in national law in the course of 2023, so that the IIR applies in tax
years starting on or after 31 December 2023. The UTPR is due to start applying one year later. There
are specific situations in which a further delay may apply in certain member states. Countries may
also decide to implement domestic minimum top-up taxes in reaction to Pillar Two. Subject to or,as the case may be, as part of the development and implementation of both Pillar One and Pillar
Two (including the related EU directive and the details of any domestic legislation, double taxation
treaty amendments and multilateral agreements which are necessary to implement them), effective
tax rates could increase within the fund structure or on its investments, including by way of higher
levels of tax being imposed than is currently the case, possible denial of deductions or increased
withholding taxes and/or profits being allocated differently and/or penalties could be due. This
could adversely affect investor returns.

49

Prospective Investors should inform themselves of, and where appropriate take advice on, the laws
and regulations (such as those relating to taxation, foreign exchange controls and being a noneligible investor) applicable to the subscription, purchase, holding, and withdrawal/repurchase of
Shares in the country of their citizenship, residence or domicile, and of the current tax status of theFund in Luxembourg.

Taxation of the Fund
The Fund is not liable for corporate income tax, municipal business tax and net wealth tax. Instead,
it is subject to subscription tax (taxe d’abonnement) at an annual rate of 0.05%. Subscription tax ispayable on a quarterly basis at a quarter of the annual rate on the quarter-end NAV. Specificreductions and exemptions may apply subject to meeting certain conditions; an exemption notably
applies to the portion of net assets invested in another undertaking of collective investment subject
to subscription tax.
The Fund may not be entitled to benefit from certain tax treaties concluded by Luxembourg withforeign jurisdictions.
Withholding tax (if any) levied on payments made to the Fund would constitute a final cost, as theFund is not able to credit such withholding tax against a corporate income tax liability. Investors will
generally also not be able to credit such withholding tax.
Withholding tax on distributions by the Fund
Income distributed by the Fund to its Shareholders should not be subject to Luxembourg
withholding tax.
Taxation of resident Shareholders
Luxembourg resident Shareholders may be subject to Luxembourg (corporate) income tax,
municipal business tax and/or net wealth tax in relation to their Shares in the Fund under the tax
provisions applicable to their individual tax status.
Taxation of non-resident Shareholders
Non-resident Shareholders in the Fund should not be liable to any taxation in Luxembourg by wayof assessment or deduction at source in relation to obtaining, holding, redeeming, converting or
alienating their Shares in the Fund unless they hold their Shares through a Luxembourg permanentestablishment or permanent representative.
VAT
For the purposes of the below paragraph, “VAT” means within the European Union, the Value Added
Tax that may be levied in accordance with Directive 2006/112/EC, notably (but not limited to)
Luxembourg Value Added Tax levied in accordance with the Luxembourg law of February 12, 1979
on value added tax (as amended), and, outside the European Union, any taxation levied by reference
to added value or sales value-added tax. The Fund should qualify as a VAT taxable person in
Luxembourg. The management services supplied to (and for) the Fund should fall under the scopeof a VAT exemption in Luxembourg, and such services should therefore not trigger the applicationof Luxembourg VAT. Other services generally may be subject to Luxembourg VAT. It is not expectedthat the Fund will be in a position to recover input VAT, which should therefore constitute a final
cost.

50

Sanctions
Certain countries or designated persons or entities may, from time to time, be subject to sanctions
and other restrictive measures imposed by states or supranational authorities (for example, but notlimited to, the EU or the United Nations), or their agencies (collectively, "Sanctions").
Sanctions may be imposed among others on foreign governments, state-owned enterprises,
sovereign wealth funds, specified companies or economic sectors, as well as non-state actors ordesignated persons associated with any of the foregoing. Sanctions may take different forms,
including but not limited to trade embargoes, prohibitions or restrictions to conduct trade or provide
services to targeted countries or entities, as well as seizures, asset freezes and/or the prohibition toprovide or receive funds, goods or services to or from designated persons.
Sanctions may adversely affect companies or economic sectors in which the Fund, or any of its SubFunds, may from time to time invest. The Fund could experience, among others, a decrease in valueof securities of any issuer due to the imposition of Sanctions, whether directed towards such issuer,an economic sector in which such issuer is active, other companies or entities with which such issuer
conducts business, or towards the financial system of a certain country. Because of Sanctions, theFund may be forced to sell certain securities at unattractive prices, at inopportune moments and/orin unfavorable circumstances where it may not have done so in the absence of Sanctions. Even
though the Fund will make reasonable efforts, acting in the best interest of the investors, to sell suchsecurities under optimal conditions, such forced sales could potentially result in losses to the Fund.
Depending on the circumstances, such losses could be considerable. The Fund may also experience
adverse consequences due to an asset freeze or other restrictive measures directed at othercompanies, including but not limited to any entity that serves as a counterparty to derivatives, or asa sub-custodian, paying agent or other service provider to the Fund or any of its Sub-Funds. The
imposition of Sanctions may require the Fund to sell securities, terminate ongoing agreements, lose
access to certain markets or essential market infrastructure, cause some or all of a Sub-Fund's assets
to become unavailable, freeze cash or other assets belonging to the Fund and/or adversely affectthe cash flows associated with any investment or transaction.
The Fund, the AIFM (and its delegates under one or more Sub-Funds), the Depositary and any
members from Brookfield (collectively, the "Fund Parties") are required to comply with allapplicable sanctions laws and regulations in the countries in which Fund Parties conduct business(recognizing that certain of the sanctions regimes have implications for cross-border or foreign
activities) and will implement the necessary policies and procedures to this effect (collectively,"Sanctions Policies"). These Sanctions Policies will be developed by Fund Parties in their discretionand best judgment and may involve protective or preventive measures that go beyond the strict
requirements of applicable laws and regulations imposing any Sanctions. Under no circumstances
will Fund Parties be liable for any losses suffered by the Fund or any of its Sub-Funds because of theimposition of Sanctions, or from their compliance with any Sanctions Policies.
Management of Conflicts of Interest
In the conduct of its business the AIFM's policy is to identify, manage and where necessary prohibit
any action or transaction that may pose a conflict between the interests of the AIFM and the Fundor its Shareholders and between the interests of one or more Shareholders and the interests of one
or more other Shareholders. The AIFM has implemented procedures designed to ensure thatbusiness activities involving a conflict which may harm the interests of the Fund or its Shareholders
are carried out with an appropriate level of independence and that conflicts are resolved fairly.
Notwithstanding its due care and best effort, there is a risk that the organizational or administrative
arrangements made by the AIFM for the management of conflicts of interest are not sufficient toensure that risks of damage to the interests of the Fund or its Shareholders will be prevented. In

51such case, these non-neutralized conflicts of interest as well as the decisions taken will be reported
to Shareholders.
Please also refer to Section XIX (Conflicts of Interest) of this Prospectus.
Exercise of Voting Rights
The AIFM has put in place a voting rights policy (the "Voting Rights Policy") within the meaning of
the European Directive (EU) 2017/828 as regards the encouragement of long-term shareholder
engagement (the "Shareholder Rights Directive 2") and relevant national implementing legislation.
If mandated by the Fund, the decision to exercise voting rights attached to the instruments held inrespect of the Fund is in the sole discretion of the AIFM.
Details in relation to the regulatory and tax considerations applicable to the Sub-Funds aredescribed in the relevant Sub-Fund Supplement.

52

XVI.

DISSOLUTION AND LIQUIDATION OF THE FUND

The Fund has been established for an indefinite period of time.
The Fund may at any time be dissolved by a resolution taken by the general meeting of Shareholders,subject to the quorum and majority requirements as defined in the Articles.
In addition to the general authority to dissolve the Fund afforded to the Shareholders pursuant to
the paragraph above:(a) Whenever the share capital of the Fund falls below one-quarter (1/4) of the minimum
capital as required by the 2010 Law, the Board must submit the question of dissolution of
the Fund to a Shareholders' Meeting. In such case, the Shareholders' Meeting, for which noquorum shall be required, shall decide by the votes of Shareholders holding one-quarter(1/4) of the Shares represented at such Shareholders’ Meeting.
(b) Whenever the share capital of the Fund falls below two-thirds (2/3) of the minimum capitalas required by the 2010 Law, the Board must submit the question of dissolution of the Fundto a Shareholders' Meeting. In such case, the Shareholders' Meeting, for which no quorum
shall be required, shall decide by simple majority of the votes of the Shares present andrepresented at the meeting.
Such Shareholders' Meeting as contemplated in paragraphs (a) and (b) above must be convened sothat it is held within a period of forty (40) calendar days from when it is ascertained that the Share
Capital has fallen below one-quarter (1/4) or two-thirds (2/3) of the minimum capital as required by
the 2010 Law, as the case may be.
The issue of new Shares and redemptions by the Fund shall cease on the date of publication of thenotice of the general meeting of Shareholders, to which the dissolution and liquidation of the Fundshall be proposed.
One or more liquidators (who may be physical persons or legal entities and who need not be
Shareholders) shall be appointed by the general meeting of Shareholders to realize the assets of theFund, subject to the supervision of the relevant supervisory authority in the best interests of the
Shareholders. The proceeds of the liquidation of each Sub-Fund, net of all liabilities and liquidation
expenses, shall be distributed by the liquidators among the Shareholders in each Class in accordancewith their respective rights. The amounts not claimed by Shareholders at the end of the liquidation
process shall be deposited, in accordance with Luxembourg law, with the Caisse de Consignations in
Luxembourg until the statutory limitation period has lapsed.
Any decision to put the Fund into liquidation will take into account the best interests of the Investors
and will be subject to the prior non-objection of the CSSF.
Notwithstanding the above, the dissolution and liquidation process of the Fund shall be asprescribed in the Articles.
A Sub-Fund may be separately dissolved:(a) on the expiration of the term of the relevant Sub-Fund (if any) provided for in the relevant SubFund Supplement of such Sub-Fund; or(b) by a decision of the Board of Directors.
Any such decision to put a Sub-Fund into liquidation will take into account the best interests of the
Sub-Fund's Investors and will be subject to the prior non-objection of the CSSF. In the event a
decision to liquidate a Sub-Fund is taken, all Investors will be notified by the Board of Directors of53

such decision prior to the effective date of the liquidation and the notice will indicate the reasons
for, and the procedures of, the liquidation operations.
Amalgamation / Merger
Unless otherwise provided for in the relevant Sub-Fund Supplement, the Board of Directors may
decide to terminate one Sub-Fund by contributing its assets and liabilities into another existing or
new Sub-Fund or into another existing or new collective investment scheme or an assimilated entity.
The Board of Directors may also organize the amalgamation of: (i) 2 (two) or more Sub-Funds into
an existing or a new Sub-Fund; or (ii) 2 (two) or more Classes within a Sub-Fund.
Investors will be notified of any such decision as well as the relevant information in relation to the
new Sub-Fund, the new collective investment scheme or assimilated entity or the new Class of
Shares. Notice will be provided at least 1 (one) month before the amalgamation in order to enable
Investors who hold redeemable Shares to request that their Shares be redeemed in accordance withthe terms contained in the relevant Sub-Fund Supplement before the amalgamation is completed.
Consolidation / Splitting of Shares
The Board of Directors may decide to consolidate Shares of different Classes within a Sub-Fund or
to split the Shares within a given Class of a Sub-Fund.

54

XVII.

DOCUMENTATION AND INFORMATION / AMENDMENTS

Fund Documents
The Prospectus, the Articles, audited annual reports and semi-annual reports issued by the Fund will
be available to Shareholders for inspection on request.
KID
The Fund will issue a key information document for packaged retail and insurance-based investment
products (a “KID”) in compliance with the relevant provisions of the PRIIPS Regulation, for eachshare class available to Retail Investors. Such KIDs will be available to Retail Investors prior to theirsubscription in the relevant Sub-Fund and will be provided (i) in paper form, (ii) by way of a durable
medium other than paper, (iii) electronically, such as in a data room for Shareholders or on a website
for the Fund or (iv) in another format upon request to the Fund and/or the AIFM.
Historical Performance Information
If any historical performance information is produced for the Fund, it will be made available on
request.
Amendments to Fund Documents
The Articles may be amended from time to time in accordance with the quorum and majority
requirements laid down by the 1915 Law and/or the Articles.
The Fund, in close cooperation with the AIFM, may from time to time amend the general part or a
Sub-Fund Supplement of this Prospectus to reflect various changes it deems necessary and in thebest interest of the Fund, such as implementing changes to laws and regulations, changes to the
Fund's objective and policy or changes to fees and costs charged to a Share Class. Any amendments
to the Prospectus, in particular changes relating to the investment objective and investment
strategy of the Fund, will require prior approval of the CSSF.
In accordance with applicable laws and regulations, Shareholders in the relevant affected Sub-Fundor Share Class (as applicable) will be informed about the changes and, where required by the CSSF,
will be given at least one month's prior notice of any proposed material changes in order for themto request the redemption of their Shares should they disagree.

55

XVIII.

RISK FACTORS AND OTHER CONSIDERATIONS

Overview
An investment in any Sub-Fund involves a significant degree of risk, relating both to the types ofPortfolio Investments contemplated by the Sub-Fund(s) as well as the Sub-Fund's ability to achieve
its investment objectives and therefore should be undertaken only by those investors capable ofevaluating the risks of the Sub-Fund and bearing the risks it represents. Before purchasing Shares in
the Sub-Fund, prospective investors should carefully consider, among other factors, the following
risk factors, as well as other information provided in this Prospectus, the Sub-Fund Supplement andthe Articles.
Details in relation to risks applicable to any of the Sub-Fund(s) are provided in the relevant SubFund Supplement.

56

XIX.

CONFLICTS OF INTEREST

Overview
Brookfield is a global alternative asset manager with significant assets under management and along history of owning, managing and operating assets, businesses and investment vehicles acrossvarious sectors (and underlying industries), geographies and strategies. As noted in this Prospectus,
a key element of the Fund's and the Sub-Funds' strategy is to leverage Brookfield's experience andexpertise and its broad reach, relationships and position in the market for investment opportunities
and deal flow, financial resources, access to capital markets and operating needs. Brookfield
believes this is in the Fund's, the Sub-Funds' and its Portfolio Investments' best interests. However,being part of this broader platform, as well as activities of and other considerations relating to
Brookfield and Brookfield Accounts, give rise to actual or potential conflicts of interest which may
not be resolved in favor of the Fund's, the Sub-Funds' or its Portfolio Investments' interests.
Details in relation to the conflicts of interest applicable to any of the Sub-Fund(s) are provided in
the relevant Sub-Fund Supplement.

57

XX.

DEFINITIONS"€", "EUR" or "euros"Euro;"£", "GBP" or "pounds"

British pound sterling;"$", "USD" or "dollars"

United States dollars;"2010 Law"

The Luxembourg law of 17 December 2010
relating to undertakings for collective
investment, as amended;"2013 Law"

The Luxembourg law of 12 July 2013 onalternative investment fund managers, as
amended;"Administration Agreement"

Has the meaning as given in Section XV(Regulatory and Tax Considerations – Central
Administration of the Fund);"AIF"

Alternative investment fund(s);"AIFM"LFE European Asset Management S.à r.l.;"AIFM Agreement"

The alternative investment fund managementagreement entered into between the AIFM andthe Fund (as amended, restated or
supplemented from time to time);"AIFM Directive"

Directive 2011/61/EC of the European
Parliament and of the Council, as amended
from time to time;"AIFM Regulation"

The Commission Delegated Regulation (EU) No
231/2013 of December 19,2012;"AIFM Rules"

The AIFM Directive and the AIFM Regulation
together;"Anti-money Laundering Laws"

The anti-money laundering rules andregulations in the jurisdictions in which theFund conducts its activities and any related orsimilar rules, regulations or guidelines, issued,
administered or enforced by any competent
governmental agency in such jurisdictions;"Articles"

The articles of association of the Fund (asamended, restated or otherwise modified fromtime to time);"ATAD I & II"

Council Directive (EU) 2016/1164 of 12 July
2016 laying down rules against tax avoidance
practices that directly affect the functioning of
the internal market, as amended from time totime, and Council Directive (EU) 2017/952 of 29
May 2017 amending Directive (EU) 2016/116458

as regards hybrid mismatches with third
countries;"AUM"

Assets under management;"Auditor"

Deloitte Audit S.à r.l.

"BAM"

Brookfield Asset Management Inc.;"BAMR"

Brookfield Asset Management Reinsurance
Partners Ltd;"BBU"

Brookfield Business Partners L.P.;"Beneficial Owners"

The natural persons who ultimately control anentity;"BEP"

Brookfield Renewable Partners L.P.;"BIP"

Brookfield Infrastructure Partners L.P.;“Board of Directors”

The board of directors of the Fund;"BOWS"

References throughout this Prospectus to"BOWS" shall mean Brookfield and Oaktree
collectively, together constituting the business
known as Brookfield Oaktree Wealth Solutions.

"BOWS Accounts"

Together, the Brookfield Accounts and the
Oaktree Accounts.

"Brookfield"

References throughout this Prospectus to"Brookfield" represent references to BAM and
its affiliates, including the Investment
Manager;"Brookfield Accounts"

References throughout this Prospectus to"Brookfield Accounts" describe, as the context
requires, individually and collectively, any of
the following: investment funds, real estate
investment trusts, vehicles, accounts, products
and/or other similar arrangements sponsored,
advised, and/or managed by Brookfield or its
affiliate, whether currently in existence or
subsequently established (in each case,including any related successor funds,
alternative vehicles, supplemental capitalvehicles, surge funds, over-flow funds, coinvestment vehicles and other entities formedin connection with Brookfield or its affiliate
side-by-side or additional general partner
investments with respect thereto);"Capital Call"any request by the Board of Directors for cash
payments from an Investor;

59

"Capital Call Notice"

the notice in which is specified the amount ofCapital Call.

"CA Sub-contractors"

Third party service providers in or outside
Central Administration's group;"Central Administration"

J.P. Morgan SE – Luxembourg Branch;"Class"A class of the Sub-Fund as described in therelevant Sub-Fund Supplement;"Closing Date"the closing date(s) which the relevant SubFund(s) may have, if provided for in therelevant Sub-Fund Supplement, once the such
Sub-Fund has been established;"Confidential Information"

Has the meaning as given in "Important
Information" at the top of this Prospectus (saveas specified for the purposes of Section XV(Regulatory and Tax Considerations);"Counsel"

Travers Smith LLP and Loyens & Loeff
Luxembourg S.à r.l., together;"CSSF"

Commission de Surveillance du Secteur
Financier, the Luxembourg supervisory
authority of the financial sector, or its successor
authority;"CSSF Circular 18/698"

CSSF Circular 18/698 on the authorization andorganization of investment fund managers
incorporated under Luxembourg law;

"CSSF Regulation 12-02"

CSSF Regulation N°12-02 of December 14, 2012
on the fight against money laundering andterrorist financing, as amended by the CSSF
Regulation 20-05;"DAC" and "Exchange of Information
Directive"

Have the meanings as given in Section XVIII (Risk
Factors and Other Considerations);"Data Protection Law"

The EU Regulation 2016/679 of the European
Parliament and of the Council of 27 April 2016
on the protection of natural persons withregard to the processing of personal data andon the free movement of such data andrepealing Directive 95/46/EC and with any
implementing legislation applicable to them;"Dealing Cut-Off"Has the meaning as given in Section VIII
(Redemption and Withdrawal);"Depositary"

J.P. Morgan SE – Luxembourg Branch;

60

"Depositary Agreement"

A depositary and custodian agreement enteredinto between the Fund, the AIFM and the
Depositary;"DIA"

Institutional Limited Partners
Diversity in Action initiative;"Director"

A director of the Fund;"Documents"

The Articles together with any relevant
subscription agreement(s) and related
documentation thereto (per Section V(Summary of Principal Terms (preamble));"EEA"European Economic Area;"EEA Company" and "EEA Companies"

EEA-based companies that are not "small andmedium enterprises" or "SMEs";"Eligible Investor"

An investor who/which satisfies all additional
eligibility requirements for a specific ShareClass, as specified for the Share Class in therelevant Sub-Fund Supplement or in thegeneral part of this Prospectus and/or in thesubscription agreement provided by therelevant Sub-Fund from time to time;"ELTIF"a European Long-Term Investment Fund within
the meaning of the ELTIF Regulation;"ELTIF Sub-Fund(s)"One or more Sub-Fund(s) that qualify and havebeen approved as an ELTIF under the ELTIF
Regulation;"ELTIF Regulation"

Regulation (EU) 2015/760 of the European
Parliament and of the Council of 29 April 2015
on European long-term investment funds, as
may be amended (including, where relevant,the preceding as it forms part of UK domestic
law by virtue of the European Union(Withdrawal) Act 2018 (as amended));"ePrivacy Regulation"

E.U. Commission's Regulation on Privacy andElectronic Communications (replacing thecurrent ePrivacy Directive 2002/58/EC);"ESG"

Health, safety, environmental, social andcorporate governance;"ESG Guideline"

The Brookfield ESG Due Diligence Guideline;"EU" or "Eurozone"

European Union;

61

Association

"EU GDPR"

Has the meaning as given in Section XVIII (Risk
Factors and Other Considerations – General
Data Protection Regulation);"E.U. Member States"

Member states of the EU;"Financial Year"Has the meaning as given in Section XV(Regulatory and Tax Considerations – Financial
Year);"FI"

A Luxembourg Financial Institution;"Fund"

BrookfieldOaktree
WealthSolutions
Alternative Funds S.A. SICAV–UCI Part II (and,as the context otherwise requires, its subfunds), an investment company with variable
capital (société d’investissement à capitalvariable) in the form of a public limited
company (société anonyme) governed inter alia
by the Part II of the 2010 Law and the relevant
provisions of the 1915 Law;

"Fund Parties"

The Fund, the AIFM (and its delegates under
one or more Sub-Funds), the Depositary andany members from Brookfield;"GHG"

Greenhouse gas;

"IFRS"

International Financial Reporting Standards, as
adopted by the EU and amended from time totime;"Incentive Fee" or "Performance Fee"

Has the meaning as given in Section V(Summary of Principal Terms);"Indemnitee"

Has the meaning as given in Section XV(Regulatory and Tax Considerations) andSection V (Summary of Principal Terms –Indemnification);"Investment Committee"

Has the meaning as given in Section III(Management Team and Investment Process
Overview);"Investments"

Has the meaning as given in Section V(Summary of Principal Terms);"KID"

Has the meaning as(Documentation
andAmendments – KID);"Lux AML Law"

Has the meaning as given in Section XV(Regulatory and Tax Considerations);

62

given in XVIIInformation/

"Luxembourg Tax Authority"

The Luxembourg tax authority (i.e.,
Administration des Contributions Directes);"Management Fee"

Has the meaning as given in Section X (Fees andExpenses of the Fund);“Market Timing”

Any market timing practice within the meaningof CSSF Circular 04/146 as amended from time
to time or as that term may be amended orrevised by the CSSF in any subsequent circular,
i.e. an arbitrage method through which aninvestor systematically subscribes and redeems
or converts shares of the same Luxembourg
fund within a short time period, by taking
advantage of time differences and/or
imperfections or deficiencies in the methods ofdetermination of the Net Asset Value of therelevant Sub-Fund;"Member State" or "EEA Member State"

Member state of the EEA;

“MiFID II”(i) the Directive 2014/65/EU of the European
Parliament and of the Council of 15 May 2014
on markets in financial instruments, as
amended from time to time, (ii) Regulation (EU)No 600/2014 of the European Parliament andof the Council of 15 May 2014 on markets infinancial instruments as amended from time totime and (iii) all European and Luxembourg
rules and regulations implementing those
texts;"NAV" or "Net Asset Value"

Net asset value;"Net Asset Value per Share" or “NAV per
Share”

NAV divided by the total number of Shares
outstanding at the time the determination ismade;"Oaktree"Oaktree Capital Group, LLC (together with its
affiliates);"Oaktree Accounts"

Oaktree-managed funds and accounts;"OECD"

Organization for Economic Co-operation andDevelopment;"Operating Expenses"

Has the meaning as given in Section X (Fees andExpenses of the Fund);"Operating Partners"

Regional operating partners of the Firm;"Organizational Expenses"

Has the meaning as given in Section X (Fees andExpenses of the Fund);63

"Part II Reorganization"

The conversion of the Fund from an SA SICAVRAIF into an SA SICAV governed by Part II of the2010 Law;"Personal Data" and "DPN"

Have the meanings as given in Section XV(Regulatory and Tax Considerations);"Portfolio Investment" or "Investment"

An investment of the Fund and/or the relevant
Sub-Fund;"Prohibited Person"

Has the meaning as given in Section VII(Subscriptions, Redemptions and Other
Transactions – Compulsory Redemption of
Shares);"Prospectus"

this Prospectus, including all Sub-Fund
Supplements, as may be amended from time to
time;

"PRI"

United Nations-supported
Responsible Investment;"PRIIPs Regulation"

Regulation (EU) No 1286/2014 of the European
Parliament and of the Council of 26 November
2014 on key information documents for
packagedretailandinsurance-based
investment products;"RAIF"A multi-compartment reserved alternative
investment fund (fonds d'investissement
alternatif réservé à compartiments multiples)
subject to the Luxembourg law of 23 July 2016
on reserved alternative investment funds, as
amended;"Retail Investor"(a) a retail client within the meaning of article 4
1.(11) of MiFID II; or (b) a client within themeaning of Directive 2016/97/EU of theEuropean Parliament and of the Council of 20
January 2016 on insurance distribution, as
amended, where such client cannot be
considered a professional client within themeaning of article 4.1 (10) of MiFID II;"RBO"Luxembourg central register of beneficial
owners created pursuant to the Law of 13
January 2019;"RCS"

Registre de Commerce et des Sociétés;"Reference Currency"

US Dollars (USD or $), the currency in which theFund is denominated;"Related Individuals"

Individuals related to a Shareholder;64

Principles

for"Reporting FI"

A Reporting Financial Institution under theterms of CRS-Law;“SA”

A Luxembourg public limited company (société
anonyme);"Sanctions Policies"

Has the meaning as given in Section XV(Regulatory and Tax Considerations –Sanctions);"SASB"

Sustainability Accounting Standards Board;"SFDR"The European Union Sustainable Finance
Disclosure Regulation and any other applicablelegislation or regulations related to theEuropean Commission's Action Plan on
Financing Sustainable Growth;"SFTR"The EU Securities Financing Transaction
Regulation (Regulation (EU) No. 2015/2365);"Shareholder Rights Directive 2"

The European Directive (EU) 2017/828 asregards the encouragement of long-term
shareholder engagement;"Shareholders" or "Investors"

Shareholders of the Fund;"Shareholders' Meeting"

Has the meaning as given in Section XIII
(Meetings of Shareholders);"Shares"

Shares of the Fund;“SICAV”

A Luxembourg investment company withvariable capital (société d’investissement àcapital variable);"Sponsor"

References throughout this Prospectus to theterm "Sponsor" describe, as the context orapplicable law requires, individually andcollectively, the Fund, the AIFM (and itsdelegates under one or more Sub-Funds);"Standard", "CRS", "CRS-Law"," Reportable
Persons", "NFEs", "Information", "Controlling
Person", and "CRS Personal Data"

Have the meanings as given in Section XV(Regulatory and Tax Considerations);"Sub-Fund"any sub-fund(s) of the Fund as the Board of
Directors may, at its discretion, establish fromtime to time;"Tax Information", "Tax Reporting Regimes","Exchange of Information Directive" and"DAC"

Have the meanings as given in Section VII(Subscriptions, Redemptions and Other
Transactions – Exchange of Information
Directive);"Taxonomy" or "Taxonomy Regulation"

The Taxonomy Regulation (EU) 2020/852;

65

"UCIs"Undertakings for collective investments;"UK"The United Kingdom;"UK AIFM Regulation"

The UK Alternative Investment Fund Managers
Regulation 2013/1773;"United States" or "U.S."The United States of America, its territories andpossessions, any state thereof and the Districtof Columbia;"Valuation Date"

Has the meaning as given in Section IX(Calculation of Net Asset Value);"Valuation Policy"

The valuation policy adopted for the Fund;"VAT"

Value added tax;

"Voting Rights Policy"

The voting rights policy within the meaning of
the Shareholder Rights Directive 2, as
implemented by the AIFM;"Withdrawal Date"

Has the meaning as given in Section VIII
(Redemption and Withdrawal);"Withdrawing Investor"

Has the meaning as given in Section VIII
(Redemption and Withdrawal); and"Withdrawal Request"

Has the meaning as given in Section VIII
(Redemption and Withdrawal).

66

XXI.

DIRECTORYTHE FUND

Brookfield Oaktree Wealth Solutions Alternative Funds S.A. SICAV–UCI Part II
26a, boulevard Royal, L-2449, Luxembourg,
Grand Duchy of Luxembourg
RCS Luxembourg: B273287
BOARD OF DIRECTORS
Carolina Parisi (Chairperson)
Lydie Bini
Jean-Charles Guillou
AIFM

INVESTMENT MANAGER

LFE EUROPEAN ASSET MANAGEMENT
S.À R.L.
26a, boulevard Royal, L-2449,
Luxembourg, Grand Duchy of
Luxembourg
RCS Luxembourg: B198087

As indicated in the relevant Sub-Fund
Supplement

DEPOSITARYCENTRAL ADMINISTRATION

J.P. MORGAN SE – LUXEMBOURG
BRANCH
6 route de Trèves, L-2633
Senningerberg, Grand Duchy of
Luxembourg

J.P. MORGAN SE – LUXEMBOURG BRANCH
6 route de Trèves, L-2633 Senningerberg, Grand
Duchy of Luxembourg

AUDITORLEGAL ADVISOR (COUNSEL)DELOITTE AUDIT S.À R.L.
RCS Luxembourg: B67895
20, Boulevard de Kockelscheuer, L-1821
Luxembourg, Grand Duchy of
Luxembourg

TRAVERS SMITH LLP
10 Snow Hill
London, United Kingdom
EC1A 2AL
LOYENS & LOEFF LUXEMBOURG S.À R.L.
18-20 rue Edward Steichen, L-2540 Luxembourg67SUB-FUND SUPPLEMENT

TO THE PROSPECTUS OF BROOKFIELD OAKTREE WEALTH SOLUTIONS ALTERNATIVE FUNDS S.A.
SICAV–UCI PART II
RELATING TO THE SUB-FUND BROOKFIELD INFRASTRUCTURE INCOME FUND
(HEREINAFTER THE "SUB-FUND")
Important NoticeThis Sub-Fund Supplement summarizes the features of the Sub-Fund. Investors are strongly
recommended to carefully read this Sub-Fund Supplement in conjunction with the general part of
the Prospectus and the Articles and to seek professional advice before making any decision to
subscribe for shares in the Sub-Fund. Terms not otherwise defined in this Sub-Fund Supplement
shall have the meaning given to them in the Prospectus.
Investment in the Sub-Fund is only intended for investors who: (i) understand the Sub-Fund's
strategy, characteristics and risks in order to make an informed investment decision; and (ii) haveknowledge of, and investment experience in, alternative strategies, including (in particular) thosethat may use borrowing to leverage investment (such as this Sub-Fund) and financial markets
generally.
Participation in the Sub-Fund will be offered primarily through financial intermediaries, which
generally have client net worth thresholds and other requirements. Accordingly, the Sub-Fund isprimarily intended for investors who have established relationships with such financial
intermediaries. Investors should consult with their financial intermediary to discuss potential
eligibility and suitability requirements for investment in the Sub-Fund.
Investors are specifically referred to the risk factors and conflicts of interest in Section XVIII (Risk
Factors and Other Considerations) and Section XIX (Conflicts of Interest) of the Prospectus and in
this Sub-Fund Supplement, under Appendix 1Part XV (Conflicts of Interest) and Appendix 1Part
XIV (Risk Factors and Other Considerations).
Potential Investors should also note that although redemptions are expected to be offered on aquarterly basis, the Sub-Fund offers limited redemption rights. Additionally, whilst monthly
distributions are anticipated in relation to certain Share Classes, the Sub-Fund cannot guaranteethat it will make such distributions, and any distributions will be made at the discretion of theBoard of Directors or its delegates and subject to certain restrictions imposed by applicable laws
and regulation. In accordance with the provisions of Appendix 1Part IX (Subscriptions,
Redemptions and Other Transactions), redemptions are subject to gates in case of Withdrawal
Requests exceeding certain thresholds, and redemption fees.
In the subscription agreement for Shares in the Sub-Fund, each Investor confirms that it has readand understood the Documents and that it has sought professional advice in respect to such
documentation. By signing the subscription agreement, each Investor confirms its agreement withthe content of the Prospectus (including all appendices, annexes and exhibits thereto), this SubFund Supplement and the Articles.

68Participation in the Sub-Fund involves intricate tax and regulatory matters that may differ from
Investor to Investor. Each Investor is advised to clarify the actual tax and regulatory effects thatparticipation in the Sub-Fund may have in its particular case with its personal tax and legal adviser.
References to the "Sub-Fund" in this Sub-Fund Supplement shall include, unless the context
otherwise requires, the Fund (or any agent thereof) acting in respect of the Sub-Fund.
The AIFM, with the consent of the Board of Directors, has delegated portfolio management of the
Sub-Fund to Brookfield Asset Management PIC Canada, LP (the "Investment Manager" or,alternatively, the "Portfolio Manager"), an indirect subsidiary of Brookfield Asset Management Inc.
("BAM", and together with its affiliates, "Brookfield" or the "Firm"). Any reference herein to rights,
powers or duties exercised or performed by the Investment Manager will be exercised by theInvestment Manager either pursuant to a portfolio management agreement entered into between
the Fund acting in respect of the Sub-Fund, the AIFM and the Investment Manager (as amended,
restated or supplemented from time to time, the "Portfolio Management Agreement"), or pursuant
to a specific delegation of powers granted to the Investment Manager by the Board of Directors or
the AIFM.
Relationship between the Sub-Fund, the Master Fund and the Underlying FundBII FCP - I, a sub-fund of Brookfield Infrastructure Income Fund FCP-RAIF, a Luxembourg mutual
investment fund (fonds commun de placement) organized as a multi-compartment reserved
alternative investment fund (fonds d'investissement alternatif réservé) (the "Master Fund") is themaster fund for the Sub-Fund.
This Sub-Fund Supplement together with the general part of the Prospectus offers an investment in
the Sub-Fund only.
The Master Fund has invested a majority of its assets (and subject always to the Master Fund's
investment restrictions and applicable law and regulation) into BII Evergreen FCP-RAIF ("BII
Evergreen"), which has in turn invested all of its assets in Brookfield Infrastructure Income Fund Inc.,a Maryland corporation registered under the Investment Company Act (the "Underlying Fund").
Unless expressly stated to the contrary, references to the Sub-Fund's investments or investment
activity shall include investments by or investment activity of both the Master Fund, BII Evergreen,
and the Underlying Fund. The Master Fund may invest in different underlying funds (and/or nolonger invest in the Underlying Fund or make some or all of its investments directly) managed oradvised by Brookfield from time to time as contemplated in this Sub-Fund Supplement, and suchsuccessor, replacement or supplementary funds shall also constitute an "Underlying Fund" for the
purposes of this Sub-Fund Supplement.
The investment objective and strategies, related risk factors and potential conflicts of interest,
subscription and withdrawal/repurchase terms, calculation of net asset value, fees and expenses,
tax and regulatory considerations, and other aspects of the activities of the Master Fund, BII
Evergreen, and the Underlying Fund are substantially identical to those of the Sub-Fund except as
specifically identified in this Sub-Fund Supplement.

69

Part I : SUB-FUND OVERVIEW
Brookfield Oaktree Wealth Solutions Alternative Funds S.A. SICAV–UCI Part II – Brookfield
Infrastructure Income Fund (the "Sub-Fund") is managed by Brookfield's global infrastructure,
renewable power and transition business (collectively, "Brookfield Infrastructure"), one of theworld's largest specialized investors in infrastructure with $161 billion of assets under management("AUM"). The group comprises more than 240 professionals and 51,000 operating employees acrossfive continents who actively originate, execute and manage investments. The Sub-Fund leverages
Brookfield's broad investment and operating expertise developed over Brookfield's more than 100year history of owning and operating long-life infrastructure assets.10, 11
Investment Strategy
The Sub-Fund provides investors access to Brookfield's leading private infrastructure capabilities ina structure which seeks to offer periodic liquidity to investors.
The Sub-Fund has been designed to deliver strong risk-adjusted returns with a focus on yield. The
Sub-Fund provides investors with exposure to private infrastructure assets by investing in both theequity and debt of high-quality infrastructure businesses. These assets generally provide essential
services with inelastic demand, have high barriers to entry, and sustainable, long-term cash flows,
often linked to inflation among other attractive investment characteristics.
The Sub-Fund invests across Brookfield's areas of focus within private infrastructure, as illustrated
in the graphic below:

The Sub-Fund is managed by a dedicated team that is responsible for executing the Sub-Fund's
investment strategy. The team is fully integrated within Brookfield's Infrastructure Group and willleverage the group's substantial functional expertise.
The Private Portfolio (as defined below) invests in opportunities sourced by Brookfield's
infrastructure platform that meet the Sub-Fund's target investment objectives. The Sub-Fund seeks
to be diversified by sector and geography and target regions and sectors in which Brookfield has
10 As of 30 June 2023. Totals may not add due to rounding. "AUM" is calculated as total assets presented on a fair value basis, and at

100%, for investments that Brookfield consolidates for accounting purposes or actively manages, including investments of which
Brookfield or a controlled investment vehicle is the largest shareholder or the primary operator or manager. For all other investments,
AUM is presented at Brookfield's or its controlled investment vehicles', as applicable, proportionate share of the investment's total assets
on a fair value basis. AUM on this slide excludes $2 billion in Oaktree infrastructure and $4 billion in AUM from public securities managed
by Brookfield Public Securities Group LLC ("PSG"). Oaktree AUM is calculated differently from the methodology described above. Details
regarding calculation of Oaktree's AUM are available at https://www.oaktreecapital.com/about. Both Oaktree and PSG are separated
from the rest of Brookfield by an information barrier pursuant to which Oaktree and PSG manage their investment activities
independently of Brookfield's property, infrastructure, private equity, renewable energy and reinsurance businesses.
11 Total Managed AUM includes Corporate AUM of approximately $5 billion.
70

established operations and significant expertise. The Sub-Fund primarily focuses on investment
opportunities within Organisation for Economic Co-operation and Development ("OECD") countries
and where Brookfield Infrastructure has a local operating presence. Additionally, the Sub-Fundtargets sectors in which Brookfield has established operations and significant expertise – primarily
the transport, renewable power, utilities, midstream and data sectors.
The Sub-Fund's portfolio seeks to provide investors with an attractive risk-adjusted total return
along with a strong and stable yield. The majority of the Sub-Fund's private infrastructure equity
investments are expected to be operational, while the Sub-Fund's private infrastructure debt
investments are expected to be performing loans. Development and greenfield projects will not be
a key area of focus for the Sub-Fund; however, the Sub-Fund may selectively participate in projects
where the Investment Manager believes there are appropriate risk mitigation features in place toreduce construction risk and provide a high degree of revenue certainty. The Sub-Fund does nothave set target allocations by investment type and geography, but each potential investment is
considered within the context of broader construction to ensure diversification across sectors andgeographies.
To allow the Sub-Fund to offer monthly subscriptions and quarterly redemptions, the Sub-Fund has
a Liquid Portfolio (as defined below), which will consist of public infrastructure securities – primarily
the publicly traded debt of infrastructure companies.
Portfolio Benefits of the Sub-Fund
Brookfield believes that the Sub-Fund provides investors with long-term portfolio benefits typicallyfound in infrastructure investments, that can make a strategy resilient in any economic
environment:•

Income: Cash-flowing assets may provide a consistent yield.

•

Potential Downside Protection: Regulated and highly contracted businesses provide longterm visibility into cash flows with reduced exposure to merchant pricing and volume risk.

•

Potential Inflation Protection: Revenues may be linked to inflationary increases throughcontractual indexing or natural links to inflation that exist due to the essential nature of theunderlying business.

•

Low Correlation to Other Asset Classes: Unique return drivers that historically are lesscorrelated to traditional asset classes.

Investment Opportunity
In today’s market environment, Brookfield believes that the attributes of private infrastructure may
offer a compelling investment opportunity, and that the current macroeconomic environment,
coupled with certain global investment themes, may provide significant capital deployment
opportunities for the Fund. Brookfield believes that the opportunity set for private capital
investment in infrastructure is growing as government and corporate borrowing continues to rise.
Given this environment, increased reliance on private capital to provide funding solutions forinfrastructure investment seems likely. Brookfield believes that there are three main themes thatwill continue to provide potentially significant investment opportunities: (i) Digitalization – potential
investment opportunities derived from exponential increases in data consumption, (ii)
Decarbonization – potential investment opportunities to reduce or eliminate carbon emissions, and(iii) Deglobalization – potential investment opportunities that support the reshoring of essential andstrategic manufacturing processes and supply chains.

71Part II : SUB-FUND MANAGEMENT TEAM
A.

Investment Manager or Portfolio Manager

The AIFM, with the approval of the Board of Directors, has delegated its portfolio management
function regarding the Sub-Fund to Brookfield Asset Management PIC Canada, LP (the "Investment
Manager" or, alternatively, the "Portfolio Manager"), an indirect subsidiary of Brookfield AssetManagement Inc. ("BAM", and together with its affiliates, "Brookfield"). The Investment Manager
has discretion to make Investments on behalf of the Sub-Fund.
The Investment Manager is responsible for initiating, structuring, and negotiating the Sub-Fund's
Investments. In addition, the Investment Manager actively manages each Investment to seek tomaximize cash flow and, ultimately, the value of each Investment.
The Investment Manager is registered with the U.S. Securities and Exchange Commission as aninvestment adviser under the U.S. Investment Advisers Act of 1940, as amended (the "Advisers
Act"). Registration under the Advisers Act does not imply any level of skill or training.
The details of the Investment Manager of the Sub-Fund are as follows:
Brookfield Asset Management PIC Canada, LP
Brookfield Place, Suite 100, 181 Bay St.,
Toronto, ON M5J 2T3
Company Number: 5910684

72

Part III : BROOKFIELD INFRASTRUCTURE GROUP
Overview of Brookfield's Infrastructure Business
Brookfield is one of the world's largest infrastructure investors, with approximately $240 billion ofbusiness AUM across the transport, renewable power and transition, utilities, midstream and data
sectors. 12, 13 Consistent with the Firm's history as an owner and operator of long-life assets,
Brookfield has an extensive track record of investing in infrastructure assets with high barriers toentry that provide essential services, and leveraging its operational expertise to enhance cash flows
and increase value. Brookfield has deployed over $80 billion of equity capital in more than 180
infrastructure investments. 14
Approximately 350 infrastructure professionals and 47,000 operating employees across fivecontinents enable the Firm to readily invest at scale wherever it believes the most promising
opportunities emerge. 15 The map below illustrates the breadth of Brookfield's infrastructure
investments worldwide:

12 As of June 30, 2022."AUM" is calculated as total assets presented on a fair value basis, and at 100%, for investments that Brookfield

consolidates for accounting purposes or actively manages, including investments of which Brookfield or a controlled investment vehicle
is the largest shareholder or the primary operator or manager. For all other investments, AUM is presented at Brookfield's or its
controlled investment vehicles', as applicable, proportionate share of the investment's total assets on a fair value basis. AUM includes$2 billion in Oaktree infrastructure and $4 billion in AUM from public securities managed by PSG. Oaktree AUM is calculated differently
from the methodology described above. Details regarding calculation of Oaktree's AUM are available athttps://www.oaktreecapital.com/about. Both Oaktree and PSG are separated from the rest of Brookfield by an information barrier
pursuant to which Oaktree and PSG manage their investment activities independently of Brookfield's property, infrastructure, private
equity, renewable energy and reinsurance businesses.
13 Total Managed AUM includes Corporate AUM of approximately $5 billion and Sustainable Resource AUM of approximately $1 billion.
14 Includes equity invested and committed by BIF, BID & BSIP funds as of March 31, 2022. There can be no assurance that Brookfield will
successfully execute on deals which have not yet closed. There can be no guarantee that Brookfield will continue to deploy capital ata similar rate.
15 As of December 31, 2021. Covers infrastructure business professionals and operating employees of Brookfield, its publicly tradedaffiliates, BIP and BEP, and related operating businesses and portfolio companies, and exclude sustainable resources employees.
Infrastructure business professionals includes investment professionals, asset management professionals, and employees in corporate
functions including finance, tax, legal, and investor relations. Operating employees include personnel working at Brookfield's related
operating businesses and portfolio companies. Management fees earned by Brookfield are not used to compensate such operating
employees, but rather operating employee compensation is a company or fund expense.
73

Figure 1: Brookfield's Global Infrastructure Presence16, 17

Brookfield believes that its extensive experience owning and operating assets across the major
infrastructure sectors will provide a differentiated depth of knowledge to the Sub-Fund as the team
identifies and evaluates opportunities.

16 As of December 31, 2021. Covers infrastructure business professionals and operating employees of Brookfield, its publicly tradedaffiliates, BIP and BEP, and related operating businesses and portfolio companies, and exclude sustainable resources employees.
Infrastructure business professionals includes investment professionals, asset management professionals, and employees in corporate
functions including finance, tax, legal, and investor relations. Operating employees include personnel working at Brookfield’s related
operating businesses and portfolio companies. Management fees earned by Brookfield are not generally used to compensate suchoperating employees, but rather operating employee compensation is typically a company or fund expense.
17 As of September 30, 2022. Totals may not add due to rounding. "AUM" refers to the total fair value of assets managed by Brookfield,

calculated as follows: investments that Brookfield either: consolidates for accounting purposes (generally, investments in respect ofwhich Brookfield has a significant economic interest and unilaterally directs day-to-day operating, investing and financial activities of),or does not consolidate for accounting purposes but over which Brookfield has significant influence by virtue of one or more attributes(e.g., Brookfield being the largest investor in the investment, Brookfield having the largest representation on the investment’s
governance body, Brookfield being the primary manager and/or operator of the investment, and/or Brookfield having other significant
influence attributes), are calculated at 100% of the total fair value of the investment taking into account its full capital structure –equity and debt – on a gross asset value basis, even if Brookfield does not own 100% of the investment, with the exception of
investments held through Brookfield’s perpetual funds, which are calculated at Brookfield’s proportionate economic share of theinvestment’s net asset value; and all other Brookfield investments are calculated at Brookfield’s proportionate economic share of thetotal fair value of the investment taking into account its full capital structure – equity and debt – on a gross asset value basis, with the
exception of investments held through Brookfield’s perpetual funds, which are calculated at Brookfield’s proportionate economic
share of the investment’s net asset value. Brookfield’s Private Equity group AUM as presented here does not include AUM attributable
to Oaktree Capital Management or Brookfield Public Securities Group, each of which are included when Brookfield’s overall AUM ispresented. Brookfield’s methodology for determining AUM differs (and in some cases such difference could be significant) from themethodology that is employed by other alternative asset managers as well as the methodology for calculating regulatory AUM that isprescribed for certain regulatory filings (e.g., Form ADV and Form PF).

74

Part IV : ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) MANAGEMENT
A. Guiding Principles
At Brookfield Infrastructure, the ESG strategy is centred on supporting business resilience andcreating value for investors and stakeholders - now and in the future. Brookfield Infrastructure
manages its investments with integrity, combining economic goals with responsible citizenship. Thisis consistent with its longstanding philosophy of conducting business with a long-term perspective ina sustainable and ethical manner. It also requires operating with robust ESG principles and practices,and maintaining a disciplined focus on integrating these into everything Brookfield Infrastructure
does.
Mitigate the impact of the Firm's operations on the environment•

Strive to minimize the environmental impact of Brookfield Infrastructure's operations andimprove its efficient use of resources over time.

•

Support the goal of net-zero greenhouse gas ("GHG") emissions by 2050 or sooner.

Ensure the well-being and safety of employees•

Operate with leading health and safety practices to support the goal of zero serious safetyincidents.

•

Foster a positive work environment based on meritocracy, valuing diversity, and having zerotolerance for workplace discrimination, violence or harassment.

Uphold strong governance practices•

Operate to the highest ethical standards by conducting business activities in accordance with
Brookfield Infrastructure's Code of Business Conduct and Ethics.

•

Maintain strong stakeholder relationships through transparency and active engagement.

Be good corporate citizens•

Ensure the interests, safety and well-being of the communities in which Brookfield
Infrastructure operates are integrated into its business decisions.

•Support philanthropy and volunteerism by Brookfield's employees.

B. ESG Affiliations
Through Brookfield Infrastructure's engagement with ESG frameworks and sustainability
organizations, it continues to be actively involved in discussions to advance ESG awareness acrossprivate and public markets and is enhancing its sustainability reporting and protocols in line withevolving best practices. The following are some of the frameworks and organizations with which
Brookfield and Brookfield Infrastructure are affiliated.
Brookfield has been a signatory to the Net Zero Asset Managers (NZAM) initiative since 2021, and iscommitted to supporting the goal of net-zero GHG emissions by 2050 or sooner, emphasizing itsalignment with the Paris Agreement. In 2021, Brookfield Infrastructure became supporters of the
Task Force on Climate-related Financial Disclosures (TCFD). The TCFD aims to guide companies inincorporating considerations relating to the effects of climate change into business and financial
decisions to help facilitate the transition to a more sustainable, lower-carbon economy.

75

Brookfield has been a signatory to the Principles for Responsible Investment (PRI) since 2020, which
reinforces its longstanding commitment to responsible investment and ESG best practices. The PRI
is one of the world’s leading proponents of responsible investing, with an emphasis onunderstanding the investment implications of ESG factors and supporting an international networkof investor signatories incorporating these factors into their investment and ownership decisions.
Brookfield’s first formal reporting submission to the PRI for the 2022 fiscal year is underway and its
score is expected to be published in Q4 2023. The transparency report from the submission will beavailable to signatories via the PRI website.
Brookfield is a member of the IFRS Sustainability Alliance (IFRS), previously known as theSustainability Accounting Standards Board (SASB). IFRS is a global membership program establishedto develop globally accepted accounting and sustainability disclosures, and whose industry-specificstandards are designed to be evidence-based and market-informed. Where appropriate, Brookfield
may utilize the SASB Engagement Guide as part of its investment due diligence protocols, to help
identify sector specific considerations in identifying material climate risks and opportunities.
Brookfield Infrastructure encourages its portfolio companies to adopt business-relevant ESG
standards and certifications to further contribute to the development of industry best practices in
the recognition, assessment and management of ESG considerations.
C. Integration of ESG Considerations into the Private Infrastructure Investment Management
Process
Brookfield Infrastructure integrates ESG into all aspects of investment decision-making and ongoing
portfolio management. ESG considerations are embedded throughout the investment decisionmaking and ongoing portfolio management processes. This includes initial due diligence, financial
model and business trends, investment valuations, performance monitoring and engaging withmanagement teams. Brookfield Infrastructure’s investment processes align with the PRI’s six
principles.
Due Diligence
During the initial due diligence phase, Brookfield Infrastructure’s investment teams are guided by
the Brookfield-wide ESG Due Diligence Protocol to ensure a thorough assessment of material ESG
risks and opportunities relevant to the target business. In doing so, Brookfield Infrastructure
leverages and combines its investment and operating expertise with industry-specific guidelinesthat incorporate SASB guidance. This approach incorporates, but is not limited to, climate-related
physical and transition risk, anti-bribery and corruption, health and safety, and human rights andmodern slavery assessments. Brookfield Infrastructure continuously monitors its Protocol to update
for relevant considerations as ESG continues to evolve. Where appropriate, Brookfield
Infrastructure engage internal experts and third-party consultants.
Investment Committee Approval
All investments made by Brookfield Infrastructure must be approved by the Investment Committee,
which makes its decisions based on a set of predetermined criteria. To seek approval, investment
teams outline for the Committee the merits of each transaction and material risks, mitigants andopportunities for growth. These risks and opportunities include those related to ESG, such as bribery
and corruption risks or potential physical and transition climate risks or opportunities.

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Ongoing Management
Upon acquisition, Brookfield Infrastructure’s asset management team creates a tailored integration
plan that includes any material ESG-related matters identified during due diligence, or that arise
during ownership. Within the first 100 days of ownership, Brookfield Infrastructure onboard newacquisitions to each of its programs with subject matter specific onboarding approaches. Thisapproach is informed by the goal to advance ESG performance to drive long-term value creation,
while managing any associated risks.
Brookfield Infrastructure maintain a hands-on approach with all portfolio companies, often througha visible presence on portfolio company boards and through broader Brookfield Infrastructure
engagement that could include executive and employee placements or secondments. It is ultimately
the management teams within each portfolio company who are responsible for managing ESG risks
and opportunities. This combination of local accountability and expertise, combined with thesupport of Brookfield Infrastructure’s investment team, operating partners, dedicated ESG
personnel and operating capabilities is what lays the foundation for success.
Brookfield Infrastructure seeks to support the implementation of best practices and developmentof internal capabilities at its portfolio companies by encouraging training, providing technicalexpertise on certain ESG-related matters, facilitating connections to experts in relevant sectors, andleveraging cross-portfolio collaboration. Through this disciplined approach to both diligence andoversight for its investments, Brookfield Infrastructure can deliver both on value for stakeholders atexit, and on its commitment to improve the communities and sectors in which it invests.
To support its ongoing goals, a number of Brookfield Infrastructure’s portfolio companies’ executive
leadership teams have a portion of their compensation tied to certain ESG performance metrics,
which has historically been primarily focused on health and safety, but continues to evolve withadditional metrics, creating accountability for performance and an alignment of interests.
Exit
When preparing an asset for divestiture, Brookfield Infrastructure creates robust business plansoutlining value creation, including relevant ESG considerations. Where applicable, Brookfield
Infrastructure also consolidate both qualitative and quantitative data that summarizes the ESG
performance of an investment and provides a holistic understanding of how Brookfield
Infrastructure has created value and managed the investment during the holding period.
D. ESG Governance & Oversight
The governance of ESG matters is integrated into Brookfield Infrastructure’s overall governanceframework and is aligned with its governance approach. Brookfield Infrastructure have
implemented strong governance practices at all levels of the organization to monitor and oversee
its business, including its ESG strategy.
Board of Directors
Brookfield Infrastructure’s Board of Directors (the “Board”) is focused on maintaining strong
corporate governance and prioritizing the interests of shareholders and other stakeholders. The
Board has oversight of the business and affairs and reviews progress on major strategic initiatives.
The Board oversees Brookfield Infrastructure’s ESG strategy and leverages management’s
monitoring processes. The Board and its committees review and approve significant policies relating
to ESG and monitor progress towards ESG goals.

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Executive Oversight
Brookfield Infrastructure’s ESG initiatives are overseen by senior executives who provide regular
updates to the Board. Functional leads are responsible for developing, implementing, andmonitoring relevant ESG factors within their respective functional areas. For example, themanagement of bribery and corruption, climate, and health and safety risks are coordinated by therisk management team, which is overseen by the Chief Risk Officer & Head of ESG. Similarly, theChief Financial Officer ensures that regulatory reporting requirements related to ESG areincorporated into the reporting processes.
Program Leads, Management Committees, and Working Groups
Across Brookfield, Brookfield Infrastructure is a significant contributor to several management
committees and working groups that bring together the required expertise to manage key ESG
areas, ensuring appropriate application and coordination of approaches across all business andfunctional groups. These committees are overseen by senior executives at Brookfield, including its
Chief Administrative Officer (“CAO”), Head of Transition Investing, Chief Financial Officer (“CFO”),
and Head of ESG Management. Examples of the committees and groups include:
•

•

•

•

ESG Working Group: ESG is overseen by senior executives from Brookfield, and each of its
business group’s CEO, COO and ESG leads. This executive leadership team sets the overall
strategic direction of Brookfield’s climate-related commitments and ensures coordination
across its various climate initiatives. They are supported by the ESG Working Group, which
is managed by the ESG Management team, who have the responsibility of ensuring a holistic
approach to ESG and ensuring coordination of efforts across all aspects of the business. This
group comprises representatives from across the affiliated business groups and functional
areas to develop, oversee and coordinate ESG initiatives. The diverse nature of this group,with varying areas of expertise and backgrounds, ensures there is a wide range ofrepresentation when thinking about ESG risks and opportunities. This group meets, atminimum, monthly and reports on the progress of its initiatives to the executive team on aregular basis.
Risk Management Team: The Risk Management Team of Brookfield, supports the overall
corporate risk management program, and coordinates risk assessment and mitigation on acompany-wide basis across all business groups. This includes ESG initiatives, with aparticular focus on climate risk during due diligence and ongoing asset management.
Net Zero Steering Committee: The Net Zero Steering Committee, which is comprised of
Brookfield’s CAO, Head of Transition Investing, and the COO of each affiliated businessgroup, oversees Brookfield’s decarbonization strategy and initiatives. Each affiliatedbusiness group COO is responsible for decarbonization initiatives within their business,
including setting decarbonization strategies and evaluating performance. This committee is
supported by the Net Zero Operational Committee, which comprises a multi-disciplinary
team of subject matter experts from each affiliated business group, including sector andfunctional experts. This group, led by Brookfield Infrastructure’s Chief Risk Officer & Headof ESG, provides a monthly forum to discuss and share best practices related to net zero andrelated value enhancement initiatives.
Safety Leadership Committee: The Safety Leadership Committee comprises senior
operating executives from across the affiliated businesses and drives the strategic healthand safety framework. The committee promotes a strong safety culture, monitors safety
trends, and sponsors strategic initiatives related to health, safety, security, andenvironmental matters, as well as ensures that lessons learned, and best practices areshared across business groups and portfolio companies. This group is led by Brookfield
Infrastructure’s Chief Risk Officer & Head of ESG.

78

•

Finance ESG Reporting Working Group: Comprises senior finance professionals from
Brookfield, and its businesses groups, with a mandate to develop and implement a
coordinated approach to climate-related financial disclosures.

ESG efforts are also governed by Brookfield Infrastructure’s Investment Committee process, andHuman Resources team.
Portfolio Management TeamTo best support portfolio companies, senior management (“operating partners”) within theportfolio management functions are responsible for driving ESG initiatives at the portfolio
companies they oversee based on business imperatives, industry developments and best practices.
They also ensure that portfolio company ESG initiatives and practices are aligned with Brookfield
Infrastructure’s ESG principles. This approach leverages Brookfield Infrastructure’s extensive
industry and operational expertise to achieve its ESG priorities.
Additionally, Brookfield Infrastructure has a dedicated team of asset management professionals, led
by its operating partners, who work to support, guide, and ultimately contribute to the success of
its assets. Part of the mandate of the team includes the ongoing monitoring and reporting of key
ESG metrics, which are collected annually with trends and material findings reported to the Board.
The following asset management professionals contribute to the global oversight of ESG:
• Global dedicated ESG personnel• Global subject matter experts (including, but not limited to, legal, governance,
cybersecurity, technical engineers, and human resources)• Regional investment and operational asset managers• Regional risk management and governance asset managers, where applicable• Regional technical engineers, covering climate risk and health & safety related programs
Portfolio Companies
Portfolio company management, specifically each company's CEO and their team, are responsible
for the development and execution of an ESG strategy for their business and are accountable forthe portfolio company's performance. Portfolio companies are supported by the portfolio
management team, who are ultimately responsible for driving ESG initiatives within the portfolio
companies they oversee based on business imperatives, industry developments and best practices.
They also provide strategic oversight and ensure that portfolio company ESG initiatives and practices
are aligned with Brookfield Infrastructure’s ESG principles. This approach leverages Brookfield
Infrastructure's extensive industry and operational expertise to achieve its ESG priorities.

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Part V : INVESTMENT PROCESS OVERVIEW
A. Sub-Fund Leadership and Investment Committee
The Sub-Fund is managed by a dedicated team that is responsible for executing the Sub-Fund's
investment strategy. As a natural extension of Brookfield Infrastructure, the Sub-Fund invests inbusinesses sourced by Brookfield's infrastructure platform that meet the Sub-Fund's target
investment objectives. As a result, sourcing and execution of investment opportunities will be
conducted in the same manner as Brookfield's well-defined and established investment process thathas been successfully employed for the Firm's previous private infrastructure investments, as
described below. In addition, the team will work with Brookfield's Public Securities Group who will
manage the Liquid Portfolio within the Sub-Fund. The Sub-Fund's team will be a fully integrated partof Brookfield's Infrastructure Group and will leverage the group's substantial functional expertise,
as well as the resources of Brookfield's Public Securities Group. As the Sub-Fund grows, Brookfield
will continue to ensure sufficient resources are dedicated to support the Sub-Fund's investment
activities and operations.
In addition, the Sub-Fund also has access to the substantial functional expertise within Brookfield's
Infrastructure Group, which can be leveraged during the investment process and throughout theoperation and management of the Sub-Fund's assets:•

Corporate Operations: Professionals with deep experience in managing legal, tax, risk
management, environmental, social and governance ("ESG"), human resources, investor
relations, information technology, accounting and financing matters, all of whom are
responsible for the day-to-day needs and operations of the Sub-Fund.

•

Market Research Group: Professionals with significant internal expertise in fundamental
market research and analysis with capability across infrastructure sectors. The groupperforms comprehensive research and analysis to develop proprietary views on conditions
and trends in countries, commodities, markets and assets in Brookfield's target investmentareas.

Finally, all infrastructure investment activities are overseen by the investment committee("Investment Committee"), whose members will provide further experienced guidance throughout
the investment and asset management process and provide ultimate transaction approval. Certain
Investment Committee members perform the same role across multiple Brookfield-managed funds
and will bring their broad-based investment experience to bear for the benefit of the Sub-Fund.
The following graphic provides an overview of Brookfield Infrastructure's organizational structure:
Figure 1: Brookfield Infrastructure's Organizational Structure 18

18 Real Asset Debt professionals are not included in the 350 professionals and is managed by Brookfield’s Public Securities Group. As of

December 31, 2021. Covers infrastructure business professionals and operating employees of Brookfield, its publicly traded affiliates,
BIP and BEP.

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Deal Origination
The Sub-Fund leverages Brookfield's existing infrastructure business and the platform's extensive
relationships to pursue investment opportunities. The scale and breadth of Brookfield's
Infrastructure team will allow the Sub-Fund to access a significant volume of investment
opportunities and focus on those that fit its investment criteria. Brookfield believes that its
reputation, scale, operational expertise and global reach provide a distinct advantage in securing
substantial proprietary investment opportunities.
Brookfield Infrastructure's investment team takes a proactive approach to sourcing newinvestments for its investment strategies through longstanding relationships with financial
institutions, advisors, and major infrastructure asset owners and developers. Brookfield believes
that its reputation, scale, operational expertise and global reach provide a distinct advantage insecuring substantial proprietary investment opportunities.
•

Scale: Brookfield has access to capital through its public and private investment vehicles,
relationships with large institutional partners and its strong balance sheet. As the Sub-Fundinvests alongside these affiliates, these factors should augment the Sub-Fund's ability totransact at a level that sets it apart from many other market participants, especially insituations requiring a high degree of transaction certainty and speed of execution.

•

Operational Expertise: Brookfield has a distinct perspective stemming from its over 100-year
history as an owner and operator of infrastructure assets, which the Firm believes sets it apartfrom many of its competitors. Its considerable experience in the day-to-day management of
infrastructure assets allows it to incorporate a heightened level of technical insight into due
diligence. The Firm's operations acumen is expected to facilitate informed assessments andpricing of risks to achieve both prudent and competitive valuations of investments.

•

Global Reach: Brookfield's on-the-ground presence in more than 30 countries means that it
maintains active operations in virtually every relevant market and can quickly scale up to put
its investment ideas into action. The Firm believes that its access to proprietary deal flow,knowledge of local market conditions and trends, and substantial, dedicated resources
enables it to allocate capital where it is otherwise scarce, invest in assets below replacement
cost and enhance the value of its investments. Having professionals based in every region thatit invests is an advantage when dealing with assets that provide essential services as
understanding local customs is extremely important and having relationships with regulators,
governments and customers is crucial for success.

•Preferred Partner: Brookfield is an experienced manager of essential assets, which the Firm
believes gives the Sub-Fund an advantage to secure or be awarded opportunities. It is the81Firm's experience that is especially relevant in processes where asset owners or regulators
are looking for stewards and partners with established operational track records to ensure
the continued provision of essential services. The Firm is viewed as a trusted operating
partner due to its extensive experience as an owner-operator.
Transaction Due Diligence & Execution
Brookfield has frequent regional and group-wide calls to discuss nascent opportunities and ensure
effective allocation of business development resources. During these calls, the infrastructure group
discusses potential opportunities, considering factors such as adherence to investment theses,
transaction timelines, staffing requirements and progress updates. These calls also serve as aframework for prioritizing transactions by region.
As a transaction progresses beyond the origination stage, a deal team is formed. Prior tocommencing a detailed review of the opportunity and due diligence, the deal team is responsible
for assessing the transaction environment and committing the appropriate resources to the pursuitof the transaction. These arrangements will vary based on the nature of the transaction
environment and may be implemented at various stages of the transaction process, ranging frombasic confidentiality arrangements (in the case of competitive processes) to exclusivity periods andcost-sharing mechanisms.
Importantly, Brookfield does not typically rely on financial advisors or investment banks to assessand execute acquisitions. The depth and broad expertise of Brookfield's investment professionals
allow for these functions to generally be conducted in-house. Investment banks are generally hired
when specific capital markets expertise and execution is required.
As the deal team embarks upon its assessment of the opportunity, team members meet withmanagement of the target business or the financial sponsor and perform economic due diligence,
including industry analysis and a high-level valuation. During this phase of the process, the deal teamfrequently solicits input from personnel within Brookfield's operations, such as senior operating
executives and the market research group, to develop a view of value. In order to summarize its
work and facilitate the vetting of the opportunity internally, the deal team reviews its initialassessment with the CEO of the group and seeks input from members of the Investment Committee,
where appropriate. Submission of non-binding proposals requires approval of the relevant regional
head and Regional CIO, the group CEO and notification to the Investment Committee.
Transactions that progress beyond the submission of a non-binding proposal are subject to acomprehensive due diligence process. The deal team engages appropriate third-party advisors, suchas engineering firms, environmental and market consultants, legal advisors and accountants. In
many instances, personnel from Brookfield's business groups will be responsible for reviewing andcommenting upon the output provided by outside consultants. As an example, Brookfield's market
research group is responsible for reviewing and commenting upon each market consultant's report,
and senior operators will frequently review and comment on engineering reports.
The due diligence process typically includes meetings with management and site visits of a target
business or a financial sponsor. The deal team, working together with personnel from Brookfield's
business groups, synthesizes all information collected from the due diligence process into a detailed
financial model that forms both a cornerstone of Brookfield's investment decision and the basis of
the business plan for the target business. The financial model may incorporate revenue
enhancements, cost reductions or growth opportunities as deemed appropriate by the deal teamand in accordance with in-house operational expertise. Additionally, the financial model will reflectmaterial business or operating risks, including contingent risks, to the extent deemed reasonable.
Throughout the due diligence process, the deal team engages in ongoing discussion with membersof the Investment Committee and senior infrastructure professionals representing various functions
within Brookfield Infrastructure. Brookfield believes that this "real-time" feedback strengthens the82investment theses and provides the deal team with a competitive advantage in underwriting. Prior
to the submission of any binding proposal, the deal team first presents the opportunity to the group
CEO and other senior members of Brookfield Infrastructure, where appropriate.
If Brookfield makes a non-control equity investment, Brookfield will also review the governanceattached to the minority interest to ensure that appropriate governance rights are in place toprotect an investment and to effectuate Brookfield's business plan, similar to how it would for acontrol or co-control investment. In addition to board representation or access to management andboard members, Brookfield also seeks to acquire a significant interest in the classes of securities inwhich it invests, which is expected to provide meaningful voting power over matters relating to therights or obligations attached to those classes of securities. Brookfield also typically requests certain
other rights customary for major investors, including anti-dilution, conversion and informationrights, consent/veto rights over certain material decisions, and liquidation preferences.
For private debt investments, during underwriting and due diligence, Brookfield’s dedicatedinfrastructure debt investment team is integrated with the broader Brookfield Infrastructure teamand works with the group to ensure that assets are valued in a manner that is consistent with thatof equity investments. Areas of due diligence covered in connection with the underwriting are
similar to that of an equity investment and may include: financial and legal review, financial analysis,
analysis of terms and conditions of all other indebtedness associated with the asset, project orbusiness, site inspections, evaluation of any remaining construction risk, and jurisdictional review ofcreditor rights. During legal documentation and closing. Brookfield will seek adequate structuralprotections, such as limitations on the incurrence of additional debt and liens, asset sales andinvestments, and changes of control. Brookfield will also look to build in covenants with the aim ofproviding early detection of credit weakness, such as maximum leverage covenants and restrictions
on distributions. Additionally, Brookfield will generally seek to include step-in rights that would
provide the ability to take ownership of an asset with a view to maximizing recovery proceeds in theevent of any distress.
As part of each private investment's due diligence process, the deal team evaluates, and theInvestment Committee reviews, transaction considerations, which in addition to asset-specificconsiderations includes climate risks, anti-bribery and corruption, health and safety, and other ESG
assessments.
Brookfield's private infrastructure investment teams utilize the Brookfield ESG Due Diligence
Guideline (the "ESG Guideline") to assist with the identification of material ESG factors when
conducting due diligence. While ESG considerations will vary depending on the type of business,
geographic location and sector of the target investment, the ESG Guideline offers consideration forenvironmental, social and governance matters and assists teams in completing mandatory ESG
disclosures included in all Investment Committee memos.
Thereafter, the opportunity is formally presented to the Investment Committee. The Investment
Committee's approval will include a review of the terms and conditions of the transaction, including
potential conflicts of interest and relevant investment requirements related to the Sub-Fund, andan authorized price or, where appropriate, price range. Material due diligence findings, including
technical and ESG matters, amongst others, are also presented to the Investment Committee forconsideration. The members of the Investment Committee bring broad-based expertise from
Brookfield's various investment businesses and will share similar responsibilities across multiple
Brookfield-managed funds. This multidisciplinary investment acumen is expected to enhance the
Sub-Fund's ability to assess and price risks appropriately as it evaluates investment opportunities.
Unanimous approval by the Investment Committee is required for all investments.
Asset Management

83

Control or Co-Control Equity Investments: Following an acquisition, responsibility for theinvestment is transitioned to the portfolio management group, with oversight from the Operating
Partners. The infrastructure investment professionals remain directly involved and are responsible
for creating tailored business plans encompassing all considerations relevant in the underwriting
process, including ESG-related matters, while closing any gaps identified during diligence. Brookfield
has an integrated and hands-on asset management philosophy. With a global business, Brookfield
believes that the regional teams are best placed to execute this strategy, as a key part of Brookfield's
asset management approach is close and frequent interaction with, and strong ongoing support of,
the senior management of its portfolio companies. This transition can be conducted seamlessly, as
Operating Partners and members of the regional asset management teams are integrally involvedin the due diligence, negotiation and execution of the original investment.
As the key overseers of the investment, Operating Partners, who are supported by members of theregional asset management teams, are responsible for executing the business plans that formed thebasis of the underwriting. These professionals collaborate with senior management of the portfolio
companies to develop annual operating budgets and execute financing plans. The Operating
Partners and asset management teams also draw upon the experience and expertise of personnel
from Brookfield's corporate and business groups as it seeks to optimize asset performance andpreserve capital post-acquisition. These corporate professionals include experts in areas such as
ESG, capital markets, capital projects, maintenance capital, section specialists, tax and legal.
To deploy its hands-on asset management philosophy, Brookfield generally seeks a high degree ofcontrol or influence over the businesses in which it invests. Brookfield may also invest in co-control
and non-control situations, with partners that also have deep expertise in the relevant sector, as
well as a common investment philosophy and skills that complement those of Brookfield.
Non-Control Equity Investments: For non-control situations, Brookfield looks for partners that also
have deep expertise in the relevant sector, as well as a common investment philosophy and skills
that complement those of Brookfield. Before a transaction closes and funds, the investment teamwill work with the controlling shareholder to create an asset management plan that identifies
potential areas of value enhancement and operational enhancements for the target investment.
After a transaction closes, the investment team will actively partner with the controlling shareholder
to seek to enhance the value of the business and will also serve as an ongoing resource formanagement teams. In addition to regularly scheduled board meetings, the investment team willclosely monitor the investment to remain current on significant activities that could materially
impact value.
Debt Investments: Debt investments will be regularly monitored for compliance with covenants inthe loan agreements, its performance relative to initial expectations and changes in collateral value.
Brookfield believes that this asset management process allows for timely and informed decisions to
be made during the term of an investment.
From inception until realization, each investment is closely monitored so that Brookfield can seek
to remain current on significant activities that could materially impact the collateral. This could
include litigation, partial collateral releases and related debt pay-downs, as well as cash flow sweep
events related to debt service coverage ratio, debt to EBITDA ratios and other triggers.
On a regular basis, and as required, a comprehensive review will be prepared on the status andperformance of the underlying business and/or assets against which loans have been advanced in
the portfolio. This review will generally involve, but will not be limited to, a detailed analysis ofrecent operating and financial statements, as well as any project status reports obtained fromborrowers. In addition, the investment team will typically communicate with internal and external
contacts with local market knowledge to gather the latest information on current market trends.
Brookfield believes that reviewing relevant market factors enhances the assessment of the expected84

future performance of the underlying business and improves the caliber of conclusions reachedabout credit quality and levels of risk associated with investments in the portfolio.
Exit
Equity Investments: For control or co-control core plus/value-add investments, Brookfield generally
begins exploring exits seven to ten years into the lifespan of an investment, or earlier as theopportunity arises. From an operational standpoint, Brookfield will look to sell a company once all
anticipated asset management initiatives have been implemented and the investment has been
sufficiently de-risked. From a market perspective, Brookfield positions itself to exit an investment in
optimal market conditions in order to maximize proceeds. In addition to timing, another aspect thatis critical to maximizing value is how an exit is structured. Brookfield will explore a variety of exit
strategies—including, but not limited to, trade sales, partial monetization, and public offerings.
For non-control investments, Brookfield typically will have a non-control position with robust
governance protections. Exit strategies will vary by investment but may include (i) exit at the sametime as the majority sponsor or via sale of the security; (ii) refinancing of the capital structure toprovide liquidity to the security; or (iii) mergers with or sales of the portfolio company or asset tofinancial institutions or strategic partners, such as private equity funds or large enterprise firms or
initial public offerings and sales of securities into liquid markets.
For core equity investments, these investments generally are structured with perpetual ownershipor long-term concession agreements at the time of investment. While operating the asset andmonitoring its relative performance, Brookfield may elect to pursue an asset divestment if thefundamental long-term risk profile of the investment changes from Brookfield’s underwriting or if
in Brookfield’s view the capital could be better deployed elsewhere.
Debt Investments: Brookfield expects to hold its debt investments to their respective maturity dates
or until prepayment by the borrower, although Brookfield may engage in the sale of certain
investments if value would be maximized. Each investment will be monitored in relation to
Brookfield's assessment of the likelihood of such an investment being paid in full at maturity, as wellas in relation to whether a more beneficial exit or sale of the investment is available.
While Brookfield does not make investments with the intention of a "loan-to-own" operation, if aborrower fails to meet its obligations under the terms of a loan, Brookfield is prepared to leverage
its global operating capabilities to step in and pursue foreclosure to protect the capital in potential
default situations. In cases where there is an acceleration of debt, this ability to step in could provecritical to maximizing value.
D. Investment Process – Liquid Portfolio
The Liquid Portfolio is expected to primarily invest in infrastructure debt securities, with theflexibility to invest in infrastructure equities. This allocation will be managed by the Real Asset Credit
team within the Brookfield Public Securities Group LLC.
The Liquid Portfolio may invest in, among others, common, convertible and preferred stock,
restricted or private securities, asset-backed securities (ABS) including ABS that are backed byinterest in real estate or land, mortgage-backed securities ("MBS") of any kind, interests in loans
and/or whole loan pools of mortgages, mortgage real estate investment trusts (mortgage REITs),
investment grade fixed income securities, high yield fixed income securities (junk bonds),
collateralized loan obligations (CLOs), bank loans (including participations, assignments, seniorloans, delayed funding loans and revolving credit facilities), open-end and closed-end investmentcompanies, including exchange-traded funds (ETFs), exchange-traded notes (ETNs), and securities
issued and/or guaranteed by the United States Government, its agencies or instrumentalities or85

sponsored corporations. The Sub-Fund may invest in fixed income securities of any maturity. The
Sub-Fund's investments in MBS may include residential MBS (RMBS) or commercial MBS (CMBS).
The Liquid Portfolio will not invest in Brookfield’s publicly traded affiliates or other publicly traded
Brookfield entities.
Team Overview – Private Infrastructure Investments
Brookfield's private infrastructure activities are led by the CEO of Brookfield's Infrastructure Groupand the CEO of Brookfield's Renewable Power Group. The Firm's private infrastructure investment
activities are led by a regional head who is supported by regional chief investment officers("Regional CIOs") and regional operating partners ("Operating Partners"). Regional CIOs aresupported by regional sector specialists and Operating Partners are supported by regional asset
management teams. The regional heads oversee the broader infrastructure group's investment
sourcing, underwriting, and asset management activities for their respective regions, and theirknowledge will be leveraged for the benefit of the Sub-Fund. Similarly, the Sub-Fund is expected tobenefit from the local market knowledge and contacts of the Regional CIOs as well as the operating
expertise of the Operating Partners.
The Firm's private infrastructure debt, core, and non-control equity investment strategies aremanaged by dedicated investment teams. These investment teams lead all aspects of transaction
sourcing, execution and portfolio management for investment activities that fit the investment
criteria of these strategies. These teams are fully integrated into Brookfield's Infrastructure Group,
as described above and in the general part of the Prospectus and this Part V (Investment Process
Overview).
C. Investment Process – Private Infrastructure Investments
As a natural extension of Brookfield's global infrastructure business, Brookfield will execute the SubFund's investment strategy through a well-defined and established investment process that the Firm
has successfully employed in its previous infrastructure investments.
The principal elements of Brookfield's approach to private infrastructure investments arehighlighted below.
Figure 5: Brookfield's Approach to Private Infrastructure Investments

86Part VI : SUMMARY OF PRINCIPAL TERMS
Brookfield Oaktree Wealth Solutions Alternative Funds S.A. SICAV–UCI Part II – Brookfield
Infrastructure Income FundThe following information is presented as a summary of principal terms and is qualified in its
entirety by reference to the articles of association of Brookfield Oaktree Wealth Solutions
Alternative Funds S.A. SICAV-UCI Part II (as amended, restated or otherwise modified from time
to time, the "Articles"), the subscription document and related documentation with respect
thereto (collectively, with the Articles the "Documents"), copies of which will be provided toeach prospective investor upon request. The forms of such Documents should be reviewed
carefully. In the event of a conflict between the terms of this summary and the Documents, theDocuments will prevail.
Capitalized terms not otherwise defined herein have the meaning set forth in Section XX(Definitions) of the Prospectus and if not defined in the Prospectus, in Part XVI (Definitions) of
this Sub-Fund Supplement. In the event of a conflict between the definitions provided in the
Prospectus and the Sub-Fund Supplement, the definitions in the Sub-Fund Supplement shallprevail.
Fund:

Brookfield Oaktree Wealth Solutions Alternative Funds S.A. SICAV–UCI
Part II, a Luxembourg investment company with variable capital(société d’investissement à capital variable) was incorporated on 14
November 2022 in the form of a public limited company (société
anonyme) and is governed by the laws of the Grand Duchy of
Luxembourg. As at the date of this Prospectus, the Fund is in particulargoverned by the 1915 Law, the Part II of the 2010 Law, and the Articles.
The Fund qualifies as an AIF within the definition of the 2013 Law andis authorized and supervised by the CSSF.
The Fund has an umbrella structure consisting of the Fund and one ormore sub-funds which the Board of Directors may, at its discretion,
establish from time to time.

Sub-Fund:Brookfield Oaktree Wealth Solutions Alternative Funds S.A. SICAV-UCI
Part II – Brookfield Infrastructure Income Fund (the "Sub-Fund") is an
open-ended and comingled Sub-Fund of the Fund.
The Sub-Fund operates within a master-feeder structure in which the
Master Fund (as defined below) is the master fund of the Sub-Fund.
For the purpose of this Sub-Fund Supplement, and unless the context
otherwise requires, references to "the Sub-Fund" shall be references
to Brookfield Infrastructure Income Fund FCP-RAIF - BII FCP – I, as
master fund, and Brookfield Oaktree Wealth Solutions Alternative
Funds S.A. SICAV-UCI Part II – Brookfield Infrastructure Income Fund,as feeder fund, together.

Master Fund:This Sub-Fund Supplement offers an investment in the Sub-Fund only.

87

As above, the Sub-Fund will invest, as a feeder fund, all or substantiallyall of its assets into BII FCP – I, a sub-fund of Brookfield Infrastructure
Income Fund FCP-RAIF, as master fund.
The indirect investments of the Master Fund are described in Part VII(Investment Information – Investment Strategy and Restrictions of the
Master Fund) of this Sub-Fund Supplement.
The Master Fund may convert from an FCP-RAIF into an FCP governed
by Part II of the 2010 Law in a manner similar to the Part II
Reorganization. Subject to any requirements of applicable law, theMaster Fund may, without the approval of its unitholders (or the
Shareholders), complete such reorganization.
Underlying FundAs described below, the Master Fund will initially invest a majority of its
assets (subject always to the Master Fund's investment restrictions andapplicable law and regulations) in BII Evergreen FCP-RAIF ("BII
Evergreen"), which has in turn invested all of its assets in Brookfield
Infrastructure Income Fund Inc. (the "Underlying Fund"), a newly
organized Maryland corporation registered under the Investment
Company Act as a non-diversified, closed-end management investmentcompany. The "closed-ended" designation of the Underlying Fund isfor US legal and regulatory purposes and, for the avoidance of doubt,
the Underlying Fund offers and shall continue to offer corresponding
redemption rights as offered by the Fund and Master Fund.
The Master Fund may invest, directly or indirectly, in different
underlying funds (and/or no longer invest in the Underlying Fund or
make some or all of its investments directly) managed or advised by
Brookfield from time to time as contemplated in this Sub-Fund
Supplement, and such successor, replacement or supplementary funds
shall also constitute an "Underlying Fund" for the purposes of this SubFund Supplement.
Subject to any requirements of applicable law, the Underlying Fundmay, without the approval of the Underlying Fund Shareholders (asdefined below), the Shareholders, or the unitholders of the Master
Fund, complete:•

an initial public offering;•a merger or reorganization with another entity, including anaffiliated company, subject to any limitations;•the sale, exchange or disposition of all or a portion of the assetsof the Underlying Fund; or•a conversion of the Underlying Fund into a corporation or
another entity incorporated or otherwise formed in a state
determined by the Underlying Fund,either through a conversion in accordance with applicable law, amerger with or into an existing corporation or other entity, including a
registered investment company or otherwise, in which all units or88

interests will be converted into or exchanged for shares of commonshares of or other units or interests in the resulting corporation orentity.
Investment
Objective:

The Sub-Fund's investment objective is to maximize total returns
through growth of capital and income.
Through a mix of private and public investments, the Sub-Fund expects
to be able to provide investments with lower valuation volatility thanwould be experienced through investing in the traditional public equity
markets, as well as greater liquidity than is typical for private investing.
The Sub-Fund will be actively managed, with allocations within andamong the Portfolio Investments (as defined in the Sub-Fund
Supplement) being adjusted as new market opportunities arise.
See Part XIV (Risk Factors and Other Considerations) of the Sub-Fund
Supplement.
The Sub-Fund cannot assure you that it will achieve its investment
objectives or any particular level of return. An Investor may lose allof its money by investing in the Sub-Fund.

Investment
Strategy, Guidelines
and Restrictions:

The investment strategy, guidelines and restrictions applicable to the
Sub-Fund (the Master Fund and Underlying Fund) are described in Part
VII (Investment Information) of this Sub-Fund Supplement.

AIFM:

LFE European Asset Management S.à r.l., a private limited liability
company (société à responsabilité limitée) incorporated under the lawsof the Grand Duchy of Luxembourg (the "AIFM") has been appointed
as the alternative investment fund manager of the Fund. The AIFM isin charge inter alia of the risk management function of the Sub-Fund.
The AIFM will delegate full discretionary portfolio management of the
Sub-Fund to the Investment Manager.

Investment
Manager:

Brookfield Asset Management PIC Canada, LP (the "Investment
Manager" or, alternatively, the "Portfolio Manager") has been
appointed by the AIFM to serve as the investment manager of the SubFund. Brookfield personnel will be responsible for the operations of
the Investment Manager, although they may retain other parties forcertain functions, such as compliance and administrative support.
The Investment Manager is authorized to delegate all, or any such partas it deems appropriate, of its discretionary management andinvestment advisory authority and responsibility to any of its members
or their respective affiliate.

Minimum Initial
Subscription:

For Class A, B, C and D, EUR 25,000 (or its equivalent at the time ofsubscription in any other permitted currency), save for any Sterlingshare classes where the minimum investment shall be GBP 50,000, ineach case subject to such higher initial subscription amounts as89

required for a Shareholder’s eligibility under applicable law, as
provided in the subscription documents. Subject to compliance withapplicable law and regulation, the Sub-Fund may accept subscriptionsof a lesser amount in its sole and absolute discretion.
A Shareholder may make additional subscriptions to the Sub-Fund with
the Sub-Fund's consent provided, that the amount of any additional
subscription is at least €10,000 or its equivalent in any other currency,
if applicable. Certain sub-distributors, countries and/or Share Classes
may have higher minimums. Notwithstanding anything else herein, the
Sub-Fund may accept, delay acceptance or reject subscriptions in its
sole discretion.
Subscriptions;Shares in the Sub-Fund will be offered or sold only to, and can be
Offering Price; Value acquired only by, Eligible Investors (as defined in the Prospectus).
of Shares:
Each Shareholder will receive, in exchange for its initial capital
contribution and any subsequent capital contribution (each, a "Capital
Contribution"), Shares representing a proportionate share of the net
assets of the Sub-Fund as of the relevant Subscription Date (defined
below). Subject to the Sub-Fund's right to decline any subscription, or
suspend the acceptance of any subscriptions, the Shares will beoffered on a monthly basis at the Net Asset Value per Share as
described herein.
The Sub-Fund will be offering multiple classes or series of Shares,
which may be denominated in various currencies, subject to varying
fees, or subject to other conditions as described in Part VIII (Share Class
Information) of this Sub-Fund Supplement.
Shares generally are available for subscription on the first calendar dayof each calendar month, or at such other time(s) as the Sub-Fund, in
its sole and absolute discretion, may permit (each, a "Subscription
Date").
The purchase price per Share of each Class is equal to the Net Asset
Value per Share for such Class at close of business on the last calendar
day of the immediately preceding month.
Details of the subscription process are set out in Part IX (Subscriptions,
Redemptions and Other Transactions) of this Sub-Fund Supplement.
The Sub-Fund will not be marketed to U.S. persons and no U.S. person
is eligible to subscribe for Shares.
In relation to each member state of the EEA (each a "Member State")
which has implemented the AIFM Directive (and for which transitionalarrangements are not available), this Sub-Fund Supplement may only
be distributed and Shares in the Sub-Fund may only be offered orplaced in a Member State to the extent that: (i) the Sub-Fund ispermitted to be marketed to professional investors in the relevant
Member State in accordance with the AIFM Directive (as implemented
into the local law/regulation of the relevant Member State); or (ii) this90Sub-Fund Supplement may otherwise be lawfully distributed and theShares may otherwise be lawfully offered or placed in that Member
State (including at the exclusive initiative of the investor).
As above, the Board of Directors reserves the right not to accept any
subscription for Shares in whole or in part, for any reason or no reason.
Redemptions ofShares:

Details of the redemptions process for Shares in the Sub-Fund are set
out in Part IX (Subscriptions, Redemptions and Other Transactions) of
the Sub-Fund Supplement.

Share Classes

The following Classes of Shares are open to Shareholders of the SubFund:Management Fee
and Other Fund
Fees:

Class

Currency

Typeof Type of Share
Shareholder/
Eligible Investor

A

USD

Institutional

Accumulating

B

USD

Advisory

Accumulating

C

USD

Institutional

Distributing

D

USD

Advisory

Distributing

Currently no management fees, fixed or variable, shall be payable tothe Investment Manager by the Sub-Fund.
However, a management fee is payable to the Investment Manager at
the Master Fund and Underlying Fund levels (the "Management Fee").
At the Sub-Fund level, Class B and Class D Shares will be subject to anannual Trail Fee of 0.85% of NAV, calculated monthly. The Trail Fee will
be calculated each month by multiplying the accrued monthly Trail Fee
rate (1/12th of 0.85%) by the aggregate NAV of such Class of Shares forthat month.
The "Trail Fee" referenced above with respect to Class B and Class D
Shares will be paid to parties that introduce investors in that Class to
the Sub-Fund.
See Part XI (Fees and Expenses of the Sub-Fund —Management Fee –Master Fund and Underlying Fund Levels) of the Sub-Fund
Supplement for further details regarding the calculation of theManagement Fee (as payable at the Master Fund and/or Underlying
Fund level) and Part XI (Fees and Expenses of the Sub-Fund —TrailFee) of the Sub-Fund Supplement for further details regarding the
calculation of the Trail Fee (payable at the Sub-Fund level).

91

Organizational and The Board of Directors and the Investment Manager are authorized toOperating Expenses: incur and pay in the name and on behalf of the Sub-Fund all expenses
which they deem necessary or advisable, as described in further detailin the Documents. This shall include both Organizational Expenses andOperating Expenses – further details are contained at Part XI (Fees andExpenses of the Sub-Fund) of this Sub-Fund Supplement.
Subscription Fees:

Certain financial intermediaries (as the case may be) through which a
Shareholder was placed in the Sub-Fund may charge such Shareholder
upfront selling commissions, placement fees, subscription fees orsimilar fees ("Subscription Fees") on Shares sold in the offering. No
Subscription Fees will be paid with respect to reinvestments of
distributions for Accumulation Class Shares.

Term:

Indefinite.

BenchmarkRegulation:

The Sub-Fund is actively managed and will not make use of abenchmark within the meaning of Regulation (EU) No 2016/1011 of
the European Parliament and of the Council of 8 June 2016 on indicesused as benchmarks in financial instruments and financial contracts or
to measure the performance of investment funds and amending
Directives 2004/48/EC and 2014/17/EU and Regulation (EU) No
596/2014.

Net Asset
Calculation

Value The Sub-Fund will calculate its net asset value ("Net Asset Value" or"NAV") as of the close of business on the last calendar day of eachcalendar month and at such other times as the AIFM shall determine(each, a "Valuation Date").
Details are found in Part X (Calculation of Net Asset Value) of this SubFund Supplement.

Transfer of Shares

A Shareholder may not sell, assign or transfer its Shares without theprior written consent of the Board of Directors or its delegate, which
the Board of Directors or its delegate may grant or withhold in its soleand absolute discretion. Any such transfer is also subject to otherconditions set forth in the Prospectus, this Sub-Fund Supplement andthe Articles.
A lack of consent to transfer within thirty (30) Business Days of
notification to the Sub-Fund shall be deemed no consent.
For the purposes of this Sub-Fund Supplement, a "Business Day" shallmean any day other than a Saturday, Sunday or a day on which banking
institutions are authorized or obligated by law or executive order toclose in New York City, Toronto or Luxembourg.

Placement AgentsThe Sub-Fund may appoint one or more placement agents that will becompensated for introducing investors to the Sub-Fund. The terms ofany compensation paid to any such placement agent will be disclosed
to any investor that would bear such compensation. If the Sub-Fund,
92Master Fund or Underlying Fund bear any such compensation to aplacement agent, the Management Fee will be offset by the amount ofplacement fees borne by the Master Fund or Underlying Fund.

93Part VII : INVESTMENT INFORMATION
Structure of Investments: Sub-Fund, Master Fund and Underlying FundThe Sub-Fund will invest, as a feeder fund, all or substantially all of its assets into BII FCP – I, a subfund of Brookfield Infrastructure Income Fund FCP-RAIF, as master fund (the “Master Fund”), whichinvests a majority of its assets into BII Evergreen FCP-RAIF ("BII Evergreen"), which in turn invests allof its assets in Brookfield Infrastructure Income Fund Inc. (the “Underlying Fund’”). As aconsequence, the investment information set out below describes the investments of the Master
Fund, BII Evergreen and the Underlying Fund.
Owing to the master-feeder structure, the defined terms in the section below (Investment
Information – Investment Strategy and Restrictions of the Master Fund) apply to the Sub-Fund as to
the Master Fund, save as the context otherwise requires.
Investment Strategy and Restrictions of the Master Fund
The Master Fund seeks to achieve its investment objective by investing (including indirectly throughan Underlying Fund) primarily in infrastructure assets and companies as well as related securities ofcompanies that own infrastructure assets (collectively, "Infrastructure Investments"), including asa co-investor with other Brookfield funds, clients and accounts.
Initially, the Master Fund will indirectly invest a majority of its assets in the Underlying Fund which
has an equivalent investment objective to the Sub-Fund provided that the aggregate value of suchinvestment shall be less than 85% of the Master Fund's net asset value following a ramp-up periodof up to two (2) years and six (6) months following the establishment of the Master Fund. The MasterFund shall not be required to invest through an Underlying Fund and may invest all or any greater
percentage than 15% of its net asset value in Investments directly. The Master Fund will make its
Investments in a manner that does not result in it being a "feeder fund" of a non-EU Underlying
Fund for the purposes of the AIFM Directive. In making Infrastructure Investments, the Master Fund
may also invest in special purpose vehicles, operating companies or platforms (including private or
public equity positions in companies whose primary business relates to infrastructure or investing
in infrastructure), equity derivatives, options, joint ventures, and/or other vehicles, minority
investments or shares in listed companies (each, together with the underlying investments made by
the Underlying Fund, an "Investment" or "Portfolio Investment").
The Master Fund will apply an equivalent investment strategy and investment restrictions to thosedescribed in respect of the Underlying Fund below, provided that such diversification requirements
and investment restrictions will be assessed in respect of the Master Fund's net asset value as awhole and on a look-through basis (subject to applicable law and regulation) in respect of its
investment in the Underlying Fund or other investment holding vehicles. Unless otherwise requiredby applicable law, no remedial action will be required if such restriction is exceeded for any reason
other than the acquisition of a new Infrastructure Investment. Where the maximum percentages
fixed by law and/or a CSSF Circular are exceeded as a result of the exercise of rights attaching toassets in the portfolio or otherwise than by the purchase of assets, the Master Fund must adopt asa priority objective for their sales transactions, the remedying of that situation, taking due accountof the interests of the Shareholders.
In accordance with the diversification requirements of Circular IML 91/75 (as amended by CSSF
Circulars 05/177 and 18/697), the Master Fund will not directly or indirectly invest more than 20%
of its net asset value at the time of acquisition in any single Infrastructure Investment subject to theproviso above. This 20% diversification requirement will not apply during the six months following
the date of the Part II Reorganization and other circumstances where the Master Fund has enteredinto a winding up or liquidation process. For the purpose of the foregoing limitation, the amountinvested in any Investment will be net of indebtedness and take into account the allocated or94expected indebtedness that the investment manager of the Master Fund (the "Master FundManager") deems to be related to the Infrastructure Investment being acquired, whether incurred
specifically at the Investment level or allocated from other vehicle indebtedness.
The Master Fund will not enter into derivative transactions for speculative non-investment purposes(but may do so for hedging purposes or to gain exposure to target assets, including without
limitation, in the form of options and warrants).
To the extent that an investment restriction of the Master Fund has been breached due tocircumstances beyond the Master Fund's reasonable control, the Master Fund's alternative
investment fund manager shall use reasonable endeavours to take such measures necessary toensure that the Master Fund is no longer in breach of any investment restriction, except where themanagement company (société de gestion) of the Master Fund (the "Management Company")reasonably believes that this would be prejudicial to the interests of the Master Fund's unitholders.
The restrictions set out above are not applicable in a period where the Master Fund has enteredinto a winding up or liquidation process.
Details of the Underlying Fund
Investment Strategy
Under normal market conditions, the Underlying Fund attempts to achieve its investment objective
by investing, as a principal strategy, at least 80% of its net assets (including any amounts borrowed
for investment purposes) (the "80% Policy") in Infrastructure Investments, throughout the world,
including the United States, or "U.S.". The Underlying Fund may invest up to 20% of its net assets(plus the amount of any borrowing for investment purposes) in other investments other thanInfrastructure Investments.
The Underlying Fund defines infrastructure as the assets, networks, systems or operations thatprovide essential or irreplaceable inputs or services, underpin supply chains, economies andcommunities, facilitate trade or commerce, and/or support energy transition. These assets typicallyexhibit similar characteristics such as: provision of essential service, high barriers to entry, stable
and long-term cash flows, inflation-linked revenues and high operating margins and predictable
maintenance capital requirements. Infrastructure assets may fall under several sectors, including,but not limited to, transport (e.g., rail, ports, container and bulk terminals, toll roads, and airports),
renewable power and transition (e.g., hydro, wind, solar, distributed generation and storage),utilities (e.g., electricity, natural gas connections and transmission, residential infrastructure, smart
meters, water and wastewater, and district energy), midstream (e.g., transmission pipelines, natural
gas storage or processing plants), data (e.g., communication towers, fiber networks, and data
centres), and social infrastructure (e.g., healthcare and education).
An Infrastructure Investment comprises any investment that, at the time of investment, derives atleast 50% of its revenue or profits from the ownership, operation, installation, financing, or servicing
of infrastructure or for which infrastructure represents at least 50% of the investment’s property,
plant and equipment (“Infrastructure Investment Threshold”). An Infrastructure Investment may
also include any investment that, at the time of investment, does not meet the Infrastructure
Investment Threshold but which, under normal market conditions or upon reaching scale, could
reasonably be expected to meet the Infrastructure Investment Threshold (each, a "Developing
Infrastructure Investment"). The Underlying Fund Manager (as defined below) will continuously
monitor the progress of each Developing Infrastructure Investment and will no longer count suchan investment towards the 80% Policy if it fails to satisfy the Infrastructure Investment Threshold by
the fifth anniversary of the Underlying Fund’s investment. During the five-year period following an
investment, the Underlying Fund Manager will take into account and report to the Board of
Directors of the Underlying Fund (the "Underlying Fund Board") quarterly the considerations that95

the Underlying Fund Manager has evaluated in determining that an investment continues to qualify
as a Developing Infrastructure Investment. Such considerations will include whether the Developing
Infrastructure Investment has made progress towards the Infrastructure Investment Threshold;whether the Underlying Fund Manager believes the Developing Infrastructure Investment has or is
expected to make a contractual commitment to sell a portion of its non-infrastructure business or
buy infrastructure assets that will positively impact the investment relative to the Infrastructure
Investment Threshold; or other factors deemed relevant by the Underlying Fund Manager withrespect to the Developing Infrastructure Investment meeting the Infrastructure Investment
Threshold by the fifth anniversary of the Underlying Fund's investment. Each quarter, the Underlying
Fund Board must agree to continuing to treat an investment as a Developing Infrastructure
Investment following the recommendation by the Underlying Fund Manager until the fifth
anniversary of the investment when the Infrastructure Investment Threshold must be met.
The Underlying Fund primarily invests in equity and debt securities of private Infrastructure
Investments (the "Private Portfolio"), as well as publicly traded equity and debt securities ofinfrastructure companies (the "Liquid Portfolio"). The Underlying Fund seeks to invest
approximately 80% to 90% of its net assets (plus the amount of any borrowings for investment
purposes) in the Private Portfolio and approximately 10% to 20% of its net assets (plus the amountof any borrowings for investment purposes) in the Liquid Portfolio (the "Private/Liquid Target
Allocations").
The Underlying Fund will seek to build the Liquid Portfolio through investments that include both
equity securities and fixed income securities. The Underlying Fund will primarily seek to generate
returns through strategic allocations to several subsectors of the infrastructure industry, while
having the ability to adjust allocations on a short-term, tactical basis in order to take advantage ofinvestment opportunities.
The Liquid Portfolio may include: (i) infrastructure preferred equity; (ii) infrastructure equities,
including utilities, energy, infrastructure, transportation and renewables; (iii) infrastructure highyield; (iv) infrastructure investment grade; and (v) potentially opportunistic infrastructure.
The Private Portfolio will consist of mostly investments in less liquid, longer-term Infrastructure
Investments. The Private Portfolio will be constructed primarily using various investment strategies
across the Brookfield infrastructure platform, including equity and debt strategies.
Although the Underlying Fund endeavors to maintain these Private/Liquid Target Allocations, thePrivate/Liquid Target Allocations may not be achieved in all instances, and actual allocations may beaffected by factors including, but not limited to: (i) the pace of deployment of capital into the Private
Portfolio; (ii) the investment performance and market value of the Liquid Portfolio; (iii) theinvestment performance and market value of the Private Portfolio; (iv) Underlying Fundsubscriptions and redemptions; and (v) availability of capital in other vehicles or accounts that coinvest with the Underlying Fund. See Part XV (Conflicts of Interest) paragraph titled 'Advice to Other
Brookfield Accounts May Conflict with the Sub-Fund's Interests'.
While the Underlying Fund may invest globally, it is expected that investments in non-OECD
countries generally will not constitute more than 20% of the Underlying Fund’s total assets at thetime the applicable investment is consummated (however, the Underlying Fund Manager, as
defined below, may elect to exceed this limit from time to time). An investment is consideredlocated in a particular jurisdiction if the revenues or cash flows received by the Fund are made in
the currency of the country.
The foregoing investment guidelines are not strict limitations and serve only as an indication of
the Underlying Fund's investment manager's (the "Underlying Fund Manager") current intent.
Future market conditions and investment opportunities may cause the Sub-Fund and the96Underlying Fund Manager to consummate portfolio investments for the Underlying Fund thatdeviate from these guidelines.
Investment Restrictions
The Underlying Fund Manager will make investments for the Underlying Fund in accordance withthe following restrictions:
1.

The Underlying Fund may not borrow money, except to the extent permitted under theInvestment Company Act, as such may be interpreted or modified by regulatory
authorities having jurisdiction, from time to time.

2.

The Underlying Fund may not make loans of money or property to any person, except (a)to the extent that securities or interests in which the Underlying Fund may invest areconsidered to be loans, (b) through the loan of Portfolio Investments in an amount up to
331/3 of the Underlying Fund’s total assets, (c) by engaging in repurchase agreements or (d)as may otherwise be permitted by the Investment Company Act, as amended from time
to time, the rules and regulation promulgated by the United States Securities andExchange Commission under the Investment Company Act, as amended from time to time,or an exemption or other relief applicable to the Underlying Fund from the provisions of
the Investment Company Act, as amended from time to time.

3.

The Underlying Fund may not invest 25% or more of its total assets, calculated at the timeof purchase, in any one industry, except that the Underlying Fund concentrates (that is,invest 25% or more of its total assets) in the infrastructure industry.

4.

The Underlying Fund may not underwrite any issue of securities, except to the extent thatthe sale of portfolio securities in accordance with the Underlying Fund's investment
objective, policies and limitations may be deemed to be an underwriting, and except that
the Underlying Fund may acquire securities under circumstances in which, if the securities
were sold, the Underlying Fund might be deemed to be an underwriter for purposes of the
Securities Act.

5.

The Underlying Fund may not issue senior securities, except to the extent permitted by
the Investment Company Act or any rules, exemptions or interpretations thereunder that
may be adopted, granted or issued by the U.S. Securities and Exchange Commission.

6.

The Underlying Fund does not directly or indirectly invest more than 20% of its net asset
value at the time of acquisition in any single investment; provided that such diversification
will be assessed on a look-through basis and, unless otherwise required by applicable law,
no remedial action will be required if such restriction is exceeded for any reason otherthan the acquisition of a new investments (including the exercise of rights attached to an
investment).

7.

In relation to the Liquid Portfolio, the Underlying Fund will not:(a)invest more than 10% of its total assets (for this purpose, inclusive of the assets
invested in the Private Portfolio) in securities which are not listed on a stock
exchange and not traded on another regulated market which operates regularly
and is recognized and open to the public;(b)

invest more than 10% of its total net assets (for this purpose, inclusive of the assets
invested in the Private Portfolio) in securities issued by the same issuer; and(c)acquire more than 10% of the same type of securities issued by the same entity.

97

8.

The Underlying Fund will not enter into derivative transactions for speculative noninvestment purposes (but may do so for hedging purposes or to gain exposure to target
assets, including without limitation in the form of options and warrants).

Leverage
The Sub-Fund may utilize leverage, incur indebtedness and provide other credit support for any
purpose, including to fund all or a portion of the capital necessary for an Investment. In accordancewith the Articles, but subject to any restrictions contained in the Prospectus, this Sub-Fund
Supplement (including, in particular, Sub-Fund Supplement (Sub-Fund Terms)), the Sub-Fund may
borrow in any form (including on a joint and/or several basis, cross collateralized basis or otherwise,with the Master Fund or any entity through which an Investment is made, as provided in the
Prospectus (including, in particular, this Sub-Fund Supplement). It may issue notes, bonds and any
kind of debt and equity securities. In relation to such indebtedness, the Sub-Fund may give
guarantees, security interests, indemnities, covenants and undertakings in favor of third parties onbehalf of the Sub-Fund. It may lend funds, including, without limitation, the proceeds of any
borrowings, to its subsidiaries, affiliated companies and any other companies. It may also give
guarantees and pledge, transfer, encumber or otherwise create and grant security over some or allof its assets to guarantee its own obligations and those of any other company, and, generally, for its
own benefit and that of any other company or person. For the avoidance of doubt, the Sub-Fund
may not carry out any regulated financial sector activities without having obtained the requisite
authorization.
The Sub-Fund will target borrowing of 33.33% of the Sub-Fund's gross assets from time to time (notincluding Portfolio Investment debt) provided that it shall be permitted to borrow in excess of thisamount subject to a cap of 50% of the Sub-Fund's gross assets from time to time.
Borrowing by the Master Fund and Underlying Fund will be included in the calculation of the SubFund's amount of borrowing, pro rata to the Sub-Fund's investment in the Master Fund andUnderlying Fund.
Compliance with the maximum level of leverage will be determined on a quarterly basis (or a more
frequent basis as may be required in the sole determination of the Sub-Fund). If this limit were everexceeded after leverage has been incurred by the Sub-Fund, the Investment Manager will makecommercially reasonable efforts to bring the Sub-Fund's exposure back into compliance with the
maximum level of leverage, but such event will not constitute a breach of an investment restriction
adopted by the Sub-Fund or a "trade error" for any purpose. The AIFM may increase the Sub-Fund's
maximum leverage exposure from time to time, subject to prior CSSF approval. If the AIFM increases
such maximum level of exposure, it will provide notice in writing to Shareholders in the next
regularly scheduled notice to Shareholders.
Borrowings may be utilized for investment purposes as well as bridge financing and to fund expense
disbursements, withdrawals and for general working capital purposes when liquid funds are notreadily available. The assets of the Sub-Fund may be charged as security for any such borrowings.
Reference Currency
The Sub-Fund is denominated in US Dollars (USD or $) (the "Reference Currency").
NAV is reported to Shareholders and returns are calculated and reported in USD. All subscription
payments and distributions are made in the relevant share class currency. Gains or losses regarding
non-USD Investments may include currency fluctuations relative to the USD.

98

Part VIII : SHARE CLASS INFORMATION
Share Classes of the Sub-Fund
The Sub-Fund offers the following classes A,of shares (“Classes”). Additional Classes
may be created in the Sub-Fund in the
future with notification to the CSSF:

B

Accumulating

Yes

Yes

Distributing
Institutional

Yes

Advisory

C

D

Yes

Yes

Yes
Yes

Yes

Currencies Offered

USD/EUR/JPY/GBP/AUD/SGD/CHF/SEK 19

Hedged ClassYes (for any Share Class other than those offered in
USD)Class A and Class B Shares are "Accumulation Class" Shares and Class C and Class D Shares are"Distribution Class" Shares. Shareholders that subscribe for Distribution Class Shares will receive incash any distributions that the Sub-Fund pays in respect of such Shares. In contrast, Shareholders
that subscribe for Accumulation Class Shares will, in lieu of receiving cash distributions, have any
such amounts reinvested in such Class. In each case, distributions (whether in cash to theDistribution Class Shareholders or reflected in the NAV of the Shares held by the Accumulation Class
Shareholders) are made in the discretion of the Board of Directors or its delegate and are subject toreasonable reserves for the payment of a pro rata portion of fund expenses and other obligationsof the Sub-Fund attributable to such Shares, and subject to allocating any required tax withholdings.
If a Shareholder does not indicate on its subscription document whether it is subscribing for
19 Please note that, as at the date of publication of this Sub-Fund Supplement, Shares in the Sub-Fund will only be offered in USD.

However, it is anticipated that Hedged Share Classes (as defined herein) will be offered at an undefined date in the future
following notification to the CSSF.

99

Accumulation Class or Distribution Class Shares, the Shareholder's subscription will be for the
Accumulation Class of the relevant Class.
Class A and Class C Shares are "Institutional Class" Shares and Class B and Class D Shares are"Advisory Class" Shares. Institutional Class Shares are reserved for financial intermediaries that (i)make investments for their own account, and/or (ii) receive no distribution fees in accordance withregulatory requirements, and/or (iii) can only offer their clients classes with no or reduced
retrocessions, where these are available in the investment fund in question, in accordance withwritten agreements or agreements on fund savings plans concluded with their clients. Investmentsthat no longer meet the above conditions may be forcibly redeemed or transferred into theappropriate Share class by the AIFM in its sole discretion. Institutional Class Shares may also be
available to employees of Brookfield and their family members that invest in the Sub-Fund directly
and other categories of investors that do not fall within the above criteria as determined by the SubFund and its AIFM in their sole discretion.
It may also be the case that certain other Share Classes may have their Shares listed on a recognised
stock exchange.
Except as otherwise described herein, the terms of each Class of Shares are identical. Shares areissued in respect of a particular Class in the Sub-Fund. The Board of Directors or its delegate has theauthority to, at any time, establish new Sub-Funds with Shares having similar characteristics to the
Shares in the existing Sub-Funds and create and issue new Classes or types of Shares within any SubFund at its discretion, with Shares having different rights, benefits, powers or duties and terms,
including with respect to fees, distributions and liquidity.
Please also refer to Part XI (Fees and Expenses of the Sub-Fund—Subscription Fees) of the Sub-Fund
Supplement.
Hedging
Hedged Share Classes will be hedged from the relevant currency against the U.S. dollar. Any costs
associated with such hedging shall be allocated to the relevant Class.
Sub-Funds or individual Classes may be denominated in other currencies. The Sub-Fund may hedge
Classes of Shares which are denominated in any other currency than the Reference Currency of the
Sub-Fund, however, depending on the prevailing circumstances, and unless stated otherwise in thisProspectus, the Sub-Fund may or may not hedge certain Classes, and has no obligation to hedge any
Class at all. In relation to currency hedging undertaken, if any, in the interest of a hedged Class, notethat various Classes of Shares do not constitute separate portfolios of assets and liabilities.
Accordingly, while gains and losses on the hedging transactions and the expenses of the hedging
program will be allocated to the hedged Classes only, the Sub-Fund, as a whole (including the nonhedged Classes), may be liable for obligations in connection with currency hedges in favor of a
specific Class of Shares and the Sub-Fund may also be liable for similar obligations in connection
with currency hedges with respect to the Sub-Fund. Additionally, any financing facilities orguarantees utilized in connection with the hedging program may be entered into by the Sub-Fund(in respect of a Sub-Fund), the Master Fund or the Underlying Fund and not any specific Class.
Minimum Investment
USD
A,B,C,DEUR

GBP

EUR 25,000 (USD N/Aequivalent) with the
exception
of
any

N/A

100

Sterlingcurrencyclasses where it will be
GBP 50,000

Minimum Subsequent Subscription
A,B,C,D

EUR 10,000
equivalent)(USD N/A

N/A

Part IX : SUBSCRIPTIONS, REDEMPTIONS AND OTHER TRANSACTIONS
Subscriptions in the Sub-Fund
Each potential Investor desiring to subscribe for Shares is required to execute a subscription
document and make certain representations and warranties to the Sub-Fund. Each potential
Investor must also qualify as an Eligible Investor in that they must be an investor who/which satisfies
all additional eligibility requirements for a specific Share Class, as specified for the Share Class in thisSub-Fund Supplement, in the general part of this Prospectus and/or in the subscription document
provided by the Sub-Fund from time to time, which are relevant for the jurisdiction in which theInvestor is based, including – for example – the local law requirements set forth for Retail Investors
to subscribe units or shares of AIFs marketed under Article 32 of the AIFM Directive.
Shares in the Sub-Fund may be offered through financial intermediaries, which generally have client
net worth thresholds and other requirements. Accordingly, the Sub-Fund can accommodate
Investors with such financial intermediary relationships. Such Investors should consult with theirfinancial intermediary to discuss potential eligibility and suitability to invest in the Sub-Fund.
Subscriptions may be accepted from time to time in the Sub-Fund's sole discretion.
The minimum initial subscription amount by each Shareholder will be EUR 25,000 (or its equivalentat the time of subscription in any other permitted currency), with the exception of any Sterlingcurrency classes where it will be GBP 50,000, subject to such higher initial subscription amounts as
required for a Shareholder’s eligibility under applicable law, as provided in the subscription
documents. Subject to compliance with applicable law and regulation, the Sub-Fund may accept
subscriptions of a lesser amount in its sole and absolute discretion. Certain sub-distributors,
countries and/or Share Classes may have higher minimums. Notwithstanding anything else herein,
the Sub-Fund may accept, delay acceptance or reject subscriptions in its sole discretion.
Investors may subscribe to the Sub-Fund via nominee or omnibus account. The investments madeby the nominee will not be aggregated in order to determine the investor's eligibility for a specificClass or its minimum initial subscription or holding.

101

Issuance of Shares
Subscriptions to purchase Shares of any Class in the Sub-Fund may be made on an ongoing basis,but Shareholders may only purchase Shares pursuant to accepted subscription orders as of the firstcalendar day of each calendar month (a "Subscription Date"). A prospective Shareholder generally
must notify the Sub-Fund of its desire to subscribe for Shares (whether an initial or subsequent
subscription) by 5 p.m. Central European Time at least six (6) Business Days prior to the proposed
Subscription Date (unless waived by the Sub-Fund in its sole and absolute discretion) (the “Dealing
Cut-Off”). To be accepted, a subscription request must be made to Central Administration with acompleted and executed subscription document (together with all other materials anddocumentation required therein) in good order, including (a) satisfying any additional requirements
imposed by the subscriber's broker-dealer (if any); (b) satisfying the know your client (KYC), terrorist
financing and anti- money laundering checks carried out by the Sub-Fund or its agent; and (c)payment of the full purchase price of the Shares being subscribed into the bank account specified
by the Sub-Fund in the subscription agreement at least five (5) Business Days prior to the
Subscription Date.
The purchase price per Share of each Class is equal to the Net Asset Value per Share for such Class
as of the NAV at close of business on the last calendar day of the immediately preceding month. The
Net Asset Value per Share is determined by dividing the Sub-Fund's Net Asset Value by the numberof outstanding Shares, as described in Part X (Calculation of Net Asset Value) of this Sub-Fund
Supplement. In connection with a purchase of Shares, Shareholders may also be required to pay
Subscription Fees (defined below) to their financial intermediary (if any). For example, if aprospective Shareholder wishes to make an initial subscription for Shares of the Sub-Fund in
November, the initial subscription request must be received in good order at least six (6) Business
Days before October 31st. The offering price will equal the NAV per Share of the applicable Class asof the last calendar day of October, plus any applicable Subscription Fees. If accepted, thesubscription will be effective on the first calendar day of November (based on the October 31st NAV).
Late subscription orders will be automatically resubmitted for the next available Subscription Date,unless such subscription order is withdrawn or revoked before 5 p.m. Central European Time on thelast Business Day before such Subscription Date (subject to the Board's discretion to accept after
such time).
The Sub-Fund's monthly NAV as of close of business on the last calendar day of each calendar month(a "Valuation Date") will be made available as promptly as practicable thereafter. See Part X(Calculation of Net Asset Value) of this Sub-Fund Supplement. Prospective Shareholders will
therefore not know the NAV per Share of their investment until after the investment has been
accepted. Prospective Shareholders are required to subscribe for a USD (or such other currency
where the relevant Class is not denominated in USD) amount and the number of Shares that suchinvestor receives will subsequently be determined based on the NAV per Share as of the time suchinvestment was accepted by the Sub-Fund (for example a Shareholder admitted as of the third
Business Day of November in a calendar year, whose investment is based on the Sub-Fund's NAV asof October 31st of such year, will learn of such NAV and the corresponding number of Shares
represented by their subscription after (albeit as promptly as practicable after) the third Business
Day of November).
Fractions of Shares may be issued. Applications for Shares will be rounded down at the relevant
subscription price.
The timing of Subscription Dates, Valuation Dates and Dealing Cut-Offs may be modified from time
to time by the Board of Directors in its sole discretion and notified from time to time to prospective
Investors.
Registered Shares are documented by the inscription of a Shareholder's name by the Central
Administration in the share register kept on behalf of the Fund. Fractions of registered Shares may
102be issued. Written confirmation detailing the purchase of the Shares will be sent to Shareholders.
Confirmation of entry into the share register shall be sent to the Shareholders at the address
specified in the share register. Shareholders are not entitled to the delivery of physical certificates.
Shares of Sub-Fund may be listed or traded on an official stock exchange or on other markets, inwhich case the relevant Sub-Fund Supplement will provide details.
Voluntary Redemption of Shares
Subject to the terms set out below, a Shareholder may request to have some or all of its Shares
withdrawn by the Sub-Fund (a "Withdrawal Request") quarterly as of the closing of the last calendar
day of that calendar quarter (each a "Withdrawal Date") by submitting a notice to Central
Administration that the Shareholder requests a certain number of its Shares be redeemed by the
Sub-Fund in the form made available by the Sub-Fund (the "Withdrawal Notice") by 5 p.m. Central
European Time at least thirty (30) calendar days prior to the applicable quarterly Withdrawal Date(for example, a Shareholder requesting a December 31st redemption must submit their Withdrawal
Request by December 1st); provided, that late notices may be accepted in the Sub-Fund's sole
discretion. Neither the Sub-Fund nor Central Administration or its affiliates shall be responsible forany mis-delivery or non-receipt of any email or original Withdrawal Request. Emails or original
requests sent to Central Administration shall only be effective when actually acknowledged by the
Sub-Fund or Central Administration. Shareholders are advised to contact Central Administration toconfirm that Central Administration has received the Withdrawal Request. Central Administration
will notify Shareholders in writing if their redemption has been accepted. Unconfirmed Withdrawal
Requests shall be considered null and void. Withdrawal Requests are irrevocable unless the SubFund agrees to cancel such Withdrawal Request.
The aggregate NAV of total redemptions (on an aggregate basis across the Sub-Fund) is generally
limited to 5% of the aggregate Net Asset Value of outstanding Shares (the "Quarterly Withdrawal
Amount") as at the applicable Withdrawal Date in the sole discretion of the Sub-Fund. An equivalentquarterly withdrawal limit on redemptions is also applicable to investors in each of the Master Fundand Underlying Fund. To the extent that the Quarterly Withdrawal Amount is less than the amountthat the Sub-Fund, through its investment in the Master Fund, is able to redeem in respect of its
holding in Master Fund units and indirect holding of Underlying Fund interests on the relevant
Withdrawal Date (including in situations where it is able to redeem in excess of its pro rata
entitlements to the extent other investors do not take up their redemption rights), the Quarterly
Withdrawal Amount shall be increased to such amount as is equal to the Sub-Fund's direct andindirect investments in the Master Fund and Underlying Fund, respectively, that can be redeemedin accordance with the terms of those funds on that Withdrawal Date.
Redemptions prior to the one-year anniversary of the issuance of a Share or Shares will, save as
provided for below, be subject to a redemption fee of 2% of the proceeds due to each applicable
Shareholder in connection with the applicable Withdrawal Date (the "Redemption Fee"). The SubFund may, in the sole discretion of the Board of Directors or its delegate, waive or reduce theRedemption Fee, including in circumstances, among others, where the Board of Directors or its
delegate determined that the redemption is offset by a corresponding purchase or if, for otherreasons, the Sub-Fund will not incur transaction costs or will incur reduced transaction costs or thatthe assessment of such Redemption Fee(s) is impracticable because of administrative or systems
limitations. Shares held by affiliates of the Investment Manager will not be subject to any
Redemption Fee.
The corresponding Share is cancelled upon payment of the redemption price. Payment of theredemption price, as well as any other payments to the Shareholders, shall be made via the
Depositary and the local paying agents, if any. The Depositary is only obliged to make payment
insofar as there are no legal provisions, such as exchange control regulations or other circumstances103

beyond the Depositary’s control, prohibiting the transfer of the redemption price to the country of
the Withdrawing Investor.
A partial redemption will not be permitted if such redemption would cause the Net Asset Value ofthe Shareholder's remaining Shares to fall below the minimum subscription amount as applicableto that Class of Shares (or its equivalent in any other permitted currency), subject to the AIFM's rightto waive such minimum investment in its discretion.
In any case, no redemption of Shares may be made as a result of which the subscribed capital of the
Sub-Fund would fall below the minimum capital required by the 2010 Law.
The Sub-Fund expects that settlements of Share redemptions will generally be made as promptly aspracticable following the Withdrawal Date. Shareholders whose Withdrawal Requests are accepted
will cease to be Shareholders as of such Withdrawal Date and will therefore cease to be entitled to
the rights of a Shareholder as of such date, including the right to receive distributions, and will not
be entitled to interest on the withdrawal proceeds between the Withdrawal Date and the date
withdrawal proceeds are distributed.
It should be noted that where a contingent debt, obligation or liability of the Sub-Fund exists withrespect to the period of time in which the withdrawing Shareholder was a Shareholder, the SubFund may, in its sole discretion, establish a reserve, not to exceed five percent (5%) of thewithdrawal proceeds, to satisfy such contingent debt, obligation or liability, which reserve shall be
distributed only upon the termination of such contingency as determined by the Sub-Fund in its sole
discretion.
Although the Sub-Fund expects to pay redemptions in cash to the extent reasonably practicable,
redemptions may be paid in cash, securities, or a combination of cash and securities, in thediscretion of the Sub-Fund and to the extent permitted under applicable law. The Sub-Fund shalluse commercially reasonable efforts to pay all redemptions in cash; provided, however, that if assets
must be distributed in kind, then such distribution shall be made, to the extent feasible, pro rata to
all withdrawing Shareholders based on each Shareholder's withdrawal amount as of such date andshall be valued, at the time of such distribution in kind, in accordance with the AIFM's valuation
policies that are used to value the assets of the Sub-Fund.
The Sub-Fund shall not be held liable for any failure to pay the redemption price for reasons resulting
from circumstances that are outside its control which would restrict the transfer of the redemption
price or make it impossible, including but not limited to applicable anti-money laundering and knowyour-client laws and regulations.
In addition, under special circumstances, including but not limited to, the inability to sell
investments at acceptable price levels as determined by the Board of Directors or its authorised
agent as of a redemption date or default or delay in payments due to the Sub-Fund from brokers,
banks or other persons or entities, the Sub-Fund in turn may delay payments to redeeming
Shareholders of that part of the redemption price represented by the sums which are the subject ofsuch default or delay.
In the event that, pursuant to the Quarterly Withdrawal Amount limitations above, not all of the
Shares submitted for redemption during a given quarter are to be accepted for redemption by the
Sub-Fund, Shares submitted for redemption during such quarter will be redeemed on a pro rata
basis (measured on an aggregate basis (without duplication) across the Sub-Fund if applicable).
Unsatisfied Withdrawal Requests will not be automatically resubmitted for the next available
Withdrawal Date: Shareholders will need to submit a new Withdrawal Request for any subsequent
Withdrawal Date in respect of any Shares previously requested to be but not actually redeemed asof any previous Withdrawal Date.

104

The Sub-Fund may waive or modify any term related to redemptions of Shares with regard to any
Shareholder, including, without limitation, the minimum notice period, the minimum amount forwithdrawal and the payment of withdrawal proceeds.
Shareholders will not know the NAV per Share, and therefore the amount of their withdrawal,
until after the Withdrawal Date.
In light of the Sub-Fund's approach to redemptions, the Sub-Fund does not expect to publish aredemption schedule due to the expected availability of such quarterly Withdrawal Dates. In
addition, the Sub-Fund will not send written notices of redemption offers to Shareholders.
Suspension of Redemptions
The Sub-Fund intends, but is not obligated, to conduct quarterly redemptions and it may suspend
quarterly redemptions in its sole and absolute discretion at any time.
Without prejudice to the foregoing, it is the Sub-Fund's policy, which may be changed by the Boardof Directors or its delegate, not to redeem Shares to effect redemptions if:•

the Sub-Fund would not be able to liquidate Portfolio Investments (including where an
Underlying Fund is not accepting redemptions in respect of the relevant Withdrawal Date) ina manner that is orderly and consistent with the Sub-Fund's investment objectives andpolicies in order to redeem Shares tendered;•

the calculation of the Sub-Fund's NAV is suspended by the AIFM in the circumstances
described in Part X (Calculation of Net Asset Value) below; or•there is, in the Board of Directors' judgment, any (a) legal action or proceeding instituted or
threatened challenging the redemption offer or otherwise materially adversely affecting theSub-Fund, the Master Fund or the Underlying Fund; (b) declaration of a banking moratorium
by authorities or any suspension of payment by banks in the United States, Toronto or
Luxembourg, which is material to the Sub-Fund, the Master Fund or the Underlying Fund; (c)limitation imposed by regulatory authorities on the extension of credit by lending institutions;(d) commencement or escalation of war, armed hostilities, acts of terrorism, natural disasters,
public health crises or other international or national calamity directly or indirectly involving
the United States, Toronto or Luxembourg or any other jurisdiction that in the soledetermination of the Board of Directors is material to the Sub-Fund, the Master Fund or theUnderlying Fund; (e) a material decrease in the estimated Net Asset Value of the Sub-Fundfrom the estimated Net Asset Value of the Sub-Fund as of the commencement of theredemption offer; or (f) other events or conditions that would have a material adverse effecton the Sub-Fund or its Shareholders if Shares tendered pursuant to the redemption offer were
to be purchased.

Thus, while it is intended that the redemption program shall only be suspended in exceptional
circumstances and not on a systematic basis, there can be no assurance that the Sub-Fund willproceed with any quarterly voluntary redemption. The Board of Directors or its delegate may modify
these conditions in light of circumstances existing at the time. If a quarterly voluntary redemption
is oversubscribed by Shareholders submitting Withdrawal Requests for their Shares, the Sub-Fundwill generally redeem a pro rata portion of the Shares tendered of each withdrawing Shareholder.
However, the Sub-Fund, in its discretion, subject to applicable law, may amend a quarterly
redemption offer to include all or part of the oversubscribed amounts.
Compulsory Redemption of Shares
If the Board of Directors discovers at any time that any owner or beneficial owner of the Shares is a
Prohibited Person (as defined below), either alone or in conjunction with any other person, whether
105directly or indirectly, the Board of Directors may at its discretion (without the consent of any
Shareholder) and without liability, compulsorily redeem the Shares in accordance with the Articles,
and upon redemption, the Prohibited Person will cease to be the owner of those Shares. For the
avoidance of doubt, in the case of a Shareholder holding Shares which can be allocated to several
beneficial owners, such compulsory redemption may only be applied to the part of the portion ofsuch Shares allocable to the beneficial owner qualifying as a Prohibited Person.
The Sub-Fund may require any Shareholder to provide it or Central Administration with any
information that it may consider necessary for the purpose of determining whether or not suchowner of Shares is or will be a Prohibited Person.
Further, Shareholders shall have the obligation to immediately inform the Sub-Fund to the extent theultimate beneficial owner of the Shares held by such Shareholders becomes or will become a
Prohibited Person.
For this purpose, "Prohibited Person" shall mean any person, firm, partnership or corporate body,not eligible as investor for a Class of Shares, or a person deemed as such if in the sole opinion of theBoard of Directors:•

the Shares have been transferred in violation of the Documents, or have vested in any person
other than by operation of law as a result of the death, divorce, dissolution, bankruptcy,
insolvency or adjudicated incompetence of the Shareholder;•any of the representations and warranties made by a Shareholder or other person inconnection with the acquisition of Shares were not true when made or has ceased to be true;•

the holding of Shares may be detrimental to the interests of the existing Shareholders, the
Sub-Fund or the Sponsor;•

the holding of Shares may result in a breach of any law or regulation, whether in Luxembourg
or abroad; or•if as a result of holding Shares, the existing Shareholders, the Sub-Fund or the Investment
Manager may become exposed to regulatory, tax, economic or reputational damages,
obligations, disadvantages, fines or penalties that it would not have otherwise incurred.

Shares will be redeemed at the prevailing Net Asset Value per Share as of the date such compulsory
withdrawal is affected.
In addition, if the Board of Directors reasonably believes that a Shareholder is a Prohibited Person(as defined herein or in the subscription documents) or has otherwise breached its representations
and warranties, the Board of Directors has the discretion to freeze such Shareholder's investmentin the Sub-Fund, either by prohibiting additional investments, declining or delaying any requests forredemptions and/or segregating the assets constituting the investment in accordance withapplicable regulations. In the case of such freezing, the relevant Shareholder's voting anddistribution rights as afforded under the Articles shall also be suspended, at the discretion of theBoard of Directors.
For the avoidance of doubt, if it shall come to the notice of the Fund, the AIFM or the Investment
Manager, or if the Fund, the AIFM or the Investment Manager shall have reason to believe, that (i)a Shareholder does not or will no longer meet the conditions of a certain tax treaty (whether throughprovision or non-provision of associated documentation and information), and/or (ii) a Shareholder
fails to provide any of the information, representations, certifications or forms relating to such
Shareholder (including information regarding such Shareholder’s direct or indirect owners), in eachcase, such that the Shareholder's presence in the Fund would or may cause an adverse tax
consequence to the other Shareholders, the Fund or any of its service providers (including the AIFM
106

and Investment Manager), such Shareholder shall be deemed a "Prohibited Person" and the Fund
may take necessary corrective action to avoid detriment to such effected party(ies). For thispurpose, the Board of Directors shall, inter alia, be entitled to (i) give notice (in such form as theBoard of Directors deems appropriate) to such Shareholder requiring it to request in writing theredemption of Shares in accordance with the terms of this Memorandum; (ii) as appropriate,
compulsorily redeem and/or cancel all or a portion of the Shares held by such Shareholder; and/or(iii) convert such Shareholder to another Class of Shares as is required to (a) ensure that the
Shareholder is able to benefit from the relevant tax treaty; or (b) restrict any negative tax
consequences to the investors in the new Class, such that the detriment to the wider Shareholder
base is mitigated or eliminated. Any such compulsory redemption, cancellation or conversion ascontemplated herein shall be subject to the relevant process as set out elsewhere in thisMemorandum.
Conversions Between Classes
Conversions of Shares between Classes in the same Sub-Fund are allowed. The Board of Directors
may suspend conversions in respect of Shares during any period that the determination of the NAVof the relevant Class is suspended in accordance with the rules set out in the Articles, the Prospectus
and this Sub-Fund Supplement.
Conversion at the Request of Shareholders
A Shareholder may request the conversion of all or part of its Shares of a Class on any Valuation
Date; provided that the Shareholder fulfils the eligibility criteria of the relevant Class into which theconversion is requested and subject to the written consent of the Shareholder or (as the case maybe) the Shareholder's broker or other financial intermediary, if applicable, and the Board of Directors
or its delegate. Any conversion request which, when executed, would cause the Shareholder'sinvestment to fall below the applicable minimum holding requirement, will be considered as arequest for a full conversion for that Shareholder's Shares in that particular Class.
Procedure
Written conversion orders should be sent to Central Administration at least six (6) Business Days
before the relevant Subscription Date (the "Conversion Cut-off").
All conversion orders must contain the following information:•

the Valuation Date in respect of which the conversion request is made;•the full name(s) in which the Shares to be converted are registered;•

the Class and its ISIN code from which Shares are to be converted and the Class and its ISIN
code to which Shares will be converted; and•either the monetary amount or the number of Shares to be converted.

If accepted, conversion orders received by Central Administration before the Conversion Cut-Off for
the relevant Valuation Date in respect of which the conversion order is made will be dealt with onsuch Valuation Date on the basis of the NAV of the relevant Classes prevailing on that Valuation
Date.
Any conversion orders received after the Conversion Cut-off for a Valuation Date will be processedon the next Valuation Date on the basis of the NAV of the relevant Classes prevailing on such
Valuation Date.

107

The rate at which all or part of the Shares of one Class (the "Initial Class") are converted into another
Class (the "New Class") is determined in accordance with the following formula:A=

𝐵𝐵 𝑥𝑥 𝐶𝐶 𝑥𝑥 𝐷𝐷
𝐸𝐸

where:
A

is the number of Shares to be allocated in the New Class;B

is the number of Shares of the Initial Class to be converted;C

is the NAV per Share of the Initial Class determined on the relevant Valuation Date;Dthe currency conversion factor, which is the relevant currency rate as at the respective
Valuation Date, or where the Shares of the New Class are denominated in the same currencyof the Initial Class, D = 1; andE

is the NAV per Shares of the New Class determined on the relevant Valuation Date.

Following such conversion of Shares, Central Administration will inform the respective Shareholderof the number of Shares of the New Class obtained by conversion and the price thereof. Fractionsof Shares in the New Class may be issued.
Conversion by decision of the Sub-Fund
In addition, in the case of a Prohibited Person where:•

the holding by such Shareholder in a particular Class has fallen below the minimum investment
and holding requirement for that Class;•a Shareholder does not meet or ceases to meet investor eligibility criteria and conditions set
out in the Prospectus and this Sub-Fund Supplement; or•Shareholders are not otherwise entitled to acquire or possess these Shares,
the Sub-Fund is also entitled to convert the Shares of the Prohibited Person provided that after
such conversion the Shareholder no longer qualifies as a Prohibited Person.

The procedure set out above will apply accordingly.
Transfers
Any Shares listed on a recognised stock exchange are, as a rule, freely transferable subject to therules and/or regulations governing such stock exchange. For any other (non-listed) Shares,
Shareholders may only transfer part or all their Shares upon prior written consent from the Boardof Directors or its delegate, in their sole discretion, which shall be provided within thirty (30) Business
Days from its notification. The absence of a favorable response within thirty (30) Business Days shallbe considered as a refusal to such transfer.
In the usual course, any proposed transferee in respect of non-listed shares must provide Central
Administration with a duly completed subscription document, any required documents to perform
all applicable know your client (KYC), terrorist financing and anti- money laundering checks and any
additional information or documentation as requested by the Board of Directors in connection withthe transfer and by the transferee's broker or financial intermediary, as applicable.

108

Merger, Split or Transfer of Sub-Funds or Classes
The Board of Directors may decide to allocate the assets of the Sub-Fund or Class to those of anotherexisting Sub-Fund or Class within the Sub-Fund or to another Luxembourg undertaking for collective
investment or to another Sub-Fund or Class within such other Luxembourg undertaking for collective
investment (the "New Sub-Fund") and to re-designate the Shares of the Sub-Fund or Class as Sharesof another Sub-Fund or Class (following a split or consolidation, if necessary, and the payment of
the amount corresponding to any fractional entitlement to Shareholders). The decision to cause amerger may be made notably in the event that for any reason the value of the net assets of any SubFund or Class has decreased to, or has not reached, an amount determined by the Board of Directors
or its delegate to be the minimum level for such Sub-Fund or Class to be operated in an economicallyefficient manner, or in case of a substantial modification in the political, regulatory, economic ormonetary situation relating to such Sub-Fund or Class would have material adverse consequenceson the Investments of that Sub-Fund or Class, or as a matter of economic rationalization and in
addition to the possibility to terminate such Sub-Fund or Class referred to below.
The Board of Directors may decide to reorganize a Sub-Fund or Class by means of a division into two
or more Sub-Fund or Classes.
Termination of a Sub-Fund or a Class
The Board of Directors may decide to liquidate and terminate a Sub-Fund or a Class by a compulsory
redemption of all the Shares of the Sub-Fund or Class, notably in the event that for any reason thevalue of the net assets of any Sub-Fund or Class has decreased to, or has not reached, an amountdetermined by the Board of Directors or its delegate to be the minimum level for such Sub-Fund orClass to be operated in an economically efficient manner, or in case of a substantial modification in
the political, regulatory, economic or monetary situation relating to such Sub-Fund or Class would
have material adverse consequences on the Investments of that Sub-Fund or Class, or as a matterof economic rationalization. The compulsory redemption of all the Shares of the Sub-Fund or Class
will be performed at their NAV per Share (taking into account actual realization prices ofInvestments and realization expenses) as calculated on the Valuation Date at which such decision
shall take effect. All redeemed Shares shall be cancelled by the Sub-Fund.
The Sub-Fund will serve a written notice to the Shareholders of the Sub-Fund or Class prior to theeffective date for the compulsory redemption, which will set forth the reasons for, and the procedureof, the redemption operations.
Any order for subscription and any redemptions shall be suspended as from the date theShareholders of the Sub-Fund or Class are notified of the termination of the Sub-Fund or Class.
Should the Sub-Fund be voluntarily or compulsorily liquidated, its liquidation will be carried out inaccordance with the provisions of Luxembourg law.
The liquidation of the last Sub-Fund shall cause the liquidation of the Sub-Fund in accordance withthe procedures laid down in the Articles, the Prospectus and this Sub-Fund Supplement.

109

Part X : CALCULATION OF NET ASSET VALUEThe Sub-Fund calculates its net asset value ("Net Asset Value") as of the close of business on thelast calendar day of each calendar month and at such other times as the AIFM shall determine (each,a "Valuation Date") typically as of close of business on the last calendar day of each calendar month.
The Sub-Fund's valuation procedures are implemented by the AIFM and the Sub-Fund's Central
Administration. Both the AIFM and Central Administration are subject to the oversight of, and report
to, the Board of Directors. The AIFM and Central Administration monitor and review themethodologies of the various third-party pricing services that are employed by the Sub-Fund. The
AIFM employs valuation techniques for private investments held by the Sub-Fund, which include
discounted cash flow methods and market comparables.
The AIFM calculates the Sub-Fund's Net Asset Value each month on the Valuation Date as follows:•

current value of the Sub-Fund's total assets, including the value of all Portfolio Investments
held, valued in accordance with the policies and procedures as discussed below; and•less any liabilities including fund-level debt (excluding Portfolio Investment debt), accrued
fees and expenses of the Sub-Fund or distributions to be paid in connection with permitted
redemptions.

The Sub-Fund values its Portfolio Investments on at least a monthly basis. The Liquid Portfolio's
investments (and any equivalent assets held directly by the Sub-Fund) will be valued in accordancewith their market values, although, on rare occasions, the AIFM may employ a fair valuation method
if determined by the Investment Manager (of the Sub-Fund, the Master Fund or Underlying Fund,as the case may be) to be appropriate. The Private Portfolio investments (and any equivalent assets
held directly by the Sub-Fund) will be valued by the AIFM according to its internal valuation
procedures, as the same may be updated from time to time. Intra-quarter month-end values willreflect the latest quarterly Net Asset Value, as adjusted based on the total return that theinvestment is expected to generate, the impact of foreign exchange FX-rates.
The AIFM will include the fair value of each Class's pro rata portion of the Sub-Fund's liabilities aspart of the Class's monthly NAV calculation. These liabilities are expected to include any accounts
payable, accrued operating expenses, any portfolio-level credit facilities, other borrowings andother liabilities.
Expenses of the Sub-Fund are accrued at least on a monthly basis on the Valuation Date and taken
into account for the purpose of determining the Sub-Fund's Net Asset Value. The Sub-Fund leveldebt will be valued in accordance with IFRS.
The Trail Fee for each applicable Class of Shares will be calculated by multiplying the accrued
monthly Trail Fee rate (1/12th of the total annual Trail Fee rate for each applicable Class of Shares)by the NAV of such Class of Shares for that month.
The Net Asset Value per Share (as defined below) shall be rounded down if required.
The Sub-Fund's "Net Asset Value per Share" is calculated by taking the Sub-Fund's Net Asset Value
divided by the total number of Shares outstanding at the time the determination is made. The Net
Asset Value per Share is calculated before taking into consideration any additional Portfolio
Investments to be made as of such date and prior to including any reinvestment or any repurchaseobligations to be paid in respect of a Withdrawal Date that is as of such date. In the case of any
Shares which are listed on a recognised stock exchange, the quoted price of such Shares on suchstock exchange may differ from the AIFM’s and/or Central Administration's (under the supervisionof the Investment Manager) assessment of their prevailing NAV and Central Administration, the110

AIFM, the Board of Directors and the Fund shall not be required to take into account (or makeadjustments for) such pricing on a stock exchange for the purposes of assessing the NAV of any SubFund and/or Class.
In case of distributing Classes, the value of the net assets attributable to the distributing Shares isreduced by the amount of such distributions.
Any specific information regarding rounding of the NAV will be set out in the relevant Sub-Fund
Supplement.
Rapidly changing market conditions or material events may not be immediately reflected in the SubFund's monthly Net Asset Value. The resulting potential disparity in Net Asset Value may inure to
the benefit of holders of Shares whose Shares are redeemed or new subscribers for Shares,
depending on whether the published Net Asset Value per Share of the relevant class is overstatedor understated.
Notwithstanding anything herein to the contrary, in supporting the Central Administration in
determining the NAV, the Investment Manager and AIFM may, but are not obligated to, consider
material market data and other information (as of the applicable month-end for which NAV is being
calculated) that becomes available after the end of the applicable month in valuing the Sub-Fund's
assets and liabilities and calculating the Sub-Fund's NAV. The AIFM may, but is not obligated to,suspend the determination of NAV and/or the Sub-Fund's offering and/or redemptions wherecircumstances so require and provided the suspension is justified having regard to the interests ofShareholders. For the avoidance of doubt, the redemptions program shall only be suspended in
exceptional circumstances and not on a systematic basis, as further described under Part IX(Subscriptions, Redemptions and Other Transactions).
General
NAV will be expressed in USD, unless otherwise set out in a Sub-Fund's appendix/supplement. To
the extent NAV per Share of any Class is denominated in a currency other than USD (such currency,
an "Alternate Currency"), it will be allocated gains and losses attributable to hedging transactions
and the expenses of the hedging program for purposes of subscriptions, redemptions andconversions of Shares.
CSSF Circular 02-77 regarding the protection of investors in case of NAV calculation error andcorrection of the consequences resulting from non-compliance with the investment rules isapplicable.
The AIFM may determine that certain debt and other securities Investments will be valued using
different procedures.
Allocation of assets and liabilities to Sub-Funds, respectively Share Classes
Assets and liabilities of the Sub-Fund will be allocated to each Share Class as set out below.
•

The proceeds from the issue of Shares of a Share Class, all assets in which such proceeds areinvested or reinvested and all income, earnings, profits or assets attributable to or derivingfrom such assets, as well as all increase or decrease in the value thereof, will be allocated tothat Share Class and recorded in its books. The assets allocated to each Share Class will be
invested together in accordance with the investment objective, policy, and strategy of the
Sub-Fund subject to the specific features and terms of issue of each Share Class of that SubFund, as specified in this Sub-Fund Supplement.

•

All liabilities of the Sub-Fund attributable to the assets allocated to a Sub-Fund or Share Classor incurred in connection with the creation, operation or liquidation of a Sub-Fund or Share111

Class will be charged to that Sub-Fund or Share Class and, together with any increase or
decrease in the value thereof, will be allocated to that Sub-Fund or Share Class and recorded
in its books. In particular and without limitation, the costs and any benefit of any Share Class
specific feature will be allocated solely to the Share Class to which the specific feature relates.
Any assets or liabilities not attributable to a particular Share Class may be allocated by the Board of
Directors in good faith and in a manner which is fair to investors generally and will normally beallocated to all Share Classes pro rata to their Net Asset Value.
Subject to the above, the Board of Directors may at any time vary the allocation of assets andliabilities previously allocated to a Share Class.

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Part XI : FEES AND EXPENSES OF THE SUB-FUND
No Management Fee – Fund Level
No management fees, fixed or variable, shall be payable to the Investment Manager by the SubFund pursuant to the portfolio management agreement between the AIFM, the Investment
Manager and the Sub-Fund (the "Portfolio Management Agreement"). However, the Fund reserves
the right to pay the Investment Manager a management fee at Sub-Fund level provided it would not
result in an increase in the management fees being directly or indirectly born by the Sub-Fund fromthat described below.
Management Fee – Master Fund and Underlying Fund Levels
Notwithstanding the above, the Investment Manager will be entitled to payment of a management
fee which consists of both a fixed and variable element (the "Management Fee") payable by the
Master Fund and/or Underlying Fund as follows:
In consideration for its services to the Master Fund, the Master Fund Manager will be entitled to
payment of a Management Fee payable by the Master Fund.
The fixed element of the Management Fee in respect of each class of units in the Master Fund (the"Units") accrues monthly in arrears as of the last Calendar Day of each month at a rate equal to 1/12
of 1.25% of the relevant month end NAV and is payable quarterly in arrears. For this purpose, theNAV used at each month end to calculate the fixed element of the Management Fee shall becalculated prior to the deduction of any trail fee (where applicable) payable at the Master Fund levelin respect of the relevant month.
The variable element of the Management Fee (the "Variable Management Share") is calculatedmonthly and payable to the Master Fund Manager annually in arrears in an amount equal to 12.5%of the Sub-Fund Income for the immediately preceding year. The Master Fund looks through thetotal return swap contracts, where relevant, and counts the underlying reference assets asinvestments for purposes of calculating the Variable Management Share.
"Sub-Fund Income" means (1) certain distributions received by the Master Fund from the MasterFund's Private Portfolio Investments; plus (2) distributions received by the Sub-Fund of net
investment income (or loss) from debt, preferred equity investments and traded securities; minus(3) the Master Fund's expenses (excluding the Variable Management Share). The distributions
received by the Master Fund from the Master Fund’s private Portfolio Investments, including the
distributions received by the Master Fund of net investment income (or loss) from debt, preferred
equity investments and traded securities, are treated as cash from operations (or income) received
by the Master Fund without regard to the tax characteristics (e.g., income vs. return of capital) of
the distributions received. The annual payment of the Variable Management Share will reflect all
such distributions received by the Master Fund, except returns of invested capital that are notderived from the operations of the issuer based on a review by the Master Fund’s portfolio
management team of the issuer’s financial statements and results from business operations.
Sub-Fund Income does not include any component of capital gains or capital appreciation. The
Master Fund Manager is not entitled to any Variable Management Share based on the capital gains
or capital appreciation of the Master Fund or its Portfolio Investments.
In respect of each fund or other vehicle managed or advised by Brookfield (including the UnderlyingFund) that the Sub-Fund invests in (a "Brookfield Group Vehicle"), the calculation of the fixed
element of the Management Fee payable by the Master Fund will be adjusted to exclude theproportion of the Master Fund's NAV that is invested in a Brookfield Group Vehicle. Further, Sub-113

Fund Income that is attributable to a Brookfield Group Vehicle will be excluded from the calculationof the Variable Management Share.
The Master Fund's investment in the Underlying Fund will be subject to equivalent fixed and variable
management fees charged at the Underlying Fund level, albeit based on the Underlying Fund net
asset value or fund income (as applicable) which may differ from the NAV and Sub-Fund Income (asapplicable) of the Master Fund for the equivalent period. For the avoidance of doubt, the MasterFund may charge the Management Fee on the proportion of the Master Fund's NAV that is invested
otherwise than in a Brookfield Group Vehicle.
The Master Fund Manager and/or Underlying Fund Manager may elect to receive the Management
Fee in cash or Units (in the case of the Master Fund), or Underlying Fund Shares (in the case of theUnderlying Fund). If the Management Fee is paid in Units or Underlying Fund Shares, such Units orUnderlying Fund Shares may be redeemed at the Master Fund Manager's and/or Underlying FundManager's request and will not be subject to any of the equivalent redemption limitations to those
set forth in Part IX (Subscriptions, Redemptions and Other Transactions). The Master Fund Manager
may direct that all or part of the Management Fee be paid to a third party (including one or more
distributors, as a trail fee) in its sole and absolute discretion.
Administrative Fee and AIFM Fee
No fee for administrative services is payable to the Investment Manager by the Sub-Fund. However,the Investment Manager is paid an administrative fee at the Master Fund level as follows:
The Master Fund Manager provides administrative services reasonably necessary for the Underlying
Fund’s operations. As compensation for its administrative services and the related expenses the
Master Fund Manager bears in respect of the Underlying Fund, the Master Fund Manager and/or
its affiliates are contractually entitled to an administrative fee payable by the Underlying Fund (the“Administrative Fee”), computed monthly and payable quarterly, at an annual rate of 0.03% of theUnderlying Fund’s Managed Assets (as defined below). The Master Fund Manager may utilize andpay the fees of a third-party sub-administrator out of its Administrative Fee.
The “Managed Assets” are the Underlying Fund’s monthly net asset value.
To the extent that less than 70% of the Master Fund's net asset value is invested in an Underlying
Fund, the Master Fund Manager reserves the right to charge an equivalent fee to the Master Fundalbeit in circumstances that would not result in double-counting of such fees at the Master Fundand Underlying Fund level (in which case, either (i) such Underlying Fund fees shall be fully waived,
rebated or set-off to the Master Fund; or (ii) the fees payable by the Sub-Fund shall be reduced byan equivalent amount to the fees payable by the Master Fund in respect of its investment in the
Underlying Fund).
As regards the Sub-Fund, the AIFM shall be paid the fees set out in Appendix 2 (Rates for AffiliatedServices) of this Sub-Fund Supplement in respect of the services provided by it to the Sub-Fund. The
AIFM may be paid an equivalent fee by the Master Fund or BII Evergreen. For the avoidance of
doubt, details of the fees paid to the AIFM by the Master Fund are also contained in Appendix 2.
Trail FeeClass B, B1, B2 and Class D, D1, D2 Shares will be subject to an annual Trail Fee of 0.85% of NAV,
calculated monthly (the "Trail Fee"). The Trail Fee will be calculated each month by multiplying theaccrued monthly Trail Fee rate (1/12th of 0.85%) by the NAV of such Class of Shares for that month.
The Trail Fee will be paid to parties that introduce investors in that Class to the Sub-Fund. For the
avoidance of doubt, the Trail Fees will be payable by the Sub-Fund and Shareholders will not bebilled separately for payment of the fees. The VAT treatment of the Trail Fee will depend on the114

nature of the services provided but, to the extent that a VAT exemption does not apply, the amountsof the Trail Fee are inclusive of VAT.
The Trail Fee is allocated to a Shareholder’s representative at the financial intermediary throughwhich such Shareholder was placed in the Sub-Fund. Any amounts allocated in accordance with theforegoing sentence will compensate such representative for reporting, administrative and otherservices provided to a Shareholder by such representative. The receipt of the Trail Fee by a
Shareholder’s representative will result in a conflict of interest.
The Trail Fee may be payable by the Sub-Fund, the Master Fund or the Underlying Fund but shall be
structured at all times in such a way that would not result in double-counting of such fee at the SubFund, Master Fund and/or Underlying Fund level (in which case, either (i) such fees shall be fully
waived, rebated or set-off to the Sub-Fund; or (ii) the fees payable by the Sub-Fund and/or MasterFund shall be reduced by an equivalent amount to the fees payable by the Sub-Fund and/or MasterFund in respect of its investment in the Underlying Fund).
Subscription Fees
Certain financial intermediaries through which a Shareholder was placed in the Sub-Fund may
charge such Shareholder upfront selling commissions, placement fees, subscription fees or similar
fees ("Subscription Fees") on Shares sold in the offering that are paid by the Shareholder outside of
its investment in the Sub-Fund and not reflected in the Sub-Fund's NAV. In certain circumstances
the Subscription Fees may be paid to Brookfield and reallowed, in whole or in part, to the financial
intermediary that placed the Shareholder into the Sub-Fund. No Subscription Fees will be paid withrespect to reinvestments of distributions for Accumulation Class Shares.
Redemption Fees
Redemptions prior to the one-year anniversary of the issuance of a Share or Shares will be subject
to the Redemption Fee. The Sub-Fund may, in the sole discretion of the Board of Directors or its
delegate, waive or reduce the Redemption Fee applicable to any one or more redemptions.
Expenses
Expenses of the Sub-Fund are accrued at least on a monthly basis on the Valuation Date and taken
into account for the purpose of determining the Sub-Fund's Net Asset Value. The Sub-Fund leveldebt will be valued in accordance with IFRS.
Organizational Expenses
The Sub-Fund bears all legal, organizational and offering expenses of the Sub-Fund and the Master
Fund, including the out-of-pocket expenses (together with any applicable VAT) of the Board of
Directors, the AIFM, the Investment Manager and their respective affiliates and agents incurred in
the formation, marketing (including costs incurred in registration for marketing in any jurisdiction)and offering of the Sub-Fund (including costs incurred in the negotiation, execution and delivery of
the Documents, and in connection with any electronic subscription platform) and any legal,
accounting and other third-party service provider fees and expenses, expenses incurred inconnection with webcasts, video conferencing or similar technology services utilized in connection
with marketing the Shares of the Sub-Fund, travel expenses, printing, filing fees and similar fees andexpenses related thereto, including any such fees and expenses arising from issues, structures or
negotiations that do not solely relate to the Sub-Fund and may also relate to one or more other
Brookfield Funds, a portion of which Brookfield has allocated to the Sub-Fund in its discretion(collectively, "Organizational Expenses").
Organizational Expenses may, at the Sub-Fund's sole discretion, be amortized over a multi-year
period.
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Operating Expenses
The Sub-Fund, the Master Fund and the Underlying Fund will each (directly or indirectly) bear its pro
rata share of all costs and expenses (together with any applicable VAT) of its operations transactions
as well as any fees and expenses relating to the Portfolio Investments (whether or notconsummated) ("Operating Expenses"), including the following: fees and expenses in connection
with any advisory board or committee; legal, accounting, bookkeeping, tax compliance, auditing,consulting and other professional expenses, including those of valuation firms; administration feesand other expenses charged by or relating to the services of third-party providers of administration
services; fees payable to sub-advisors (if the Board of Directors, Management Company or theUnderlying Fund Manager (as applicable) determines that such an arrangement represents the best
way to access a particular investment opportunity or a difficult-to-access market or otherwise makes
available specialized investment expertise to the Sub-Fund, Master Fund or Underlying Fund),including, without limitation, through investments in pooled investment vehicles; third-party andout-of-pocket research and market data expenses; fees and expenses of any one or more affiliateof the Investment Manager for administration services, back-office support or similar services
necessary or advisable in light of tax, regulatory or similar requirements (including, without
limitation, personnel and office space in one or more jurisdictions outside Luxembourg or the U.S.);
fees, including, without limitation, news, quotation, statistics and pricing services, any subscription
or other expenses related to any indices utilized for benchmarking purposes, hardware, software,data bases and other technical and telecommunications services and equipment used in theinvestment management and order management processes; and consulting fees and travel
expenses in connection with investigating and monitoring potential and existing investments;
interest and fees (including, without limitation, commitment, structuring and underwriting fees) on
margin loans, committed loan facilities, total return swaps and other indebtedness; bank service,custodial and similar fees; fees and expenses (including travel expenses) related to the analysis,
purchase or sale of securities, whether or not the investments are consummated; expenses related
to the purchase, monitoring, sale, settlement, custody or transfer of Sub-Fund assets (directly or
through trading affiliate); expenses associated with activist investment activities (including public
relations, tender offer and proxy solicitation expenses); third-party and out-of-pocket fees andexpenses relating to systems and software used in connection with the operation of the Sub-Fundand investment related activities (including, without limitation, any accounting, risk management,
trading and administrator-like functions that the Investment Manager performs in-house); expenses
relating to the Part II Reorganization and/or any reorganization (as applicable); entity-level taxes
and registration fees; fees and expenses relating to the offer and sale of Shares and related filingand legal fees; fees and expenses of any distribution platform or network; costs and expenses
incurred in connection with the dissolution, winding up or termination of the Sub-Fund, Master Fundor Underlying Fund; costs and expenses incurred in connection with any meeting of the
Shareholders relating to the Sub-Fund and/or investors in the Master Fund or Underlying Fund;
expenses related to the Sub-Fund's, Master Fund's or Underlying Fund's indemnification obligations(as detailed in sub-section "Exculpation and Indemnification" of Section XV (Regulatory and Tax
Considerations) of this Prospectus); and such other ordinary and extraordinary expenses associatedwith the operation of the Sub-Fund, Master Fund or Underlying Fund and their investment activities
as the Sub-Fund may deem necessary or proper to incur.
The Sub-Fund, the Master Fund and the Underlying Fund will bear all overhead costs (together withany applicable VAT) associated with its respective administration including, the Sub-Fund's, MasterFund's or Underlying Fund's allocable portion of compensation, overhead (including rent, officeequipment and utilities) and other expenses incurred by Central Administration in performing its
duties. To the extent that expenses to be borne by the Sub-Fund are paid by the Investment
Manager or its affiliate, the Sub-Fund will reimburse the Investment Manager or its affiliate for such
expenses.

116

The Sub-Fund also may specially allocate the expenses described herein in any other manner if theBoard of Directors or its delegate reasonably determines, in its sole discretion, that it is equitable to
do so.
During the Sub-Fund Ramp-Up Period, and thereafter, the Sub-Fund may, in its sole discretion, (a)elect to limit the annual amount of all or certain types of Operating Expenses to be borne by the
Sub-Fund; (b) charge to the Investment Manager or any of its affiliate(s) the amount of any
Operating Expenses in excess of such limit; and (c) alter or eliminate such limit at any time in the
future, in each case as described in this Sub-Fund Supplement.
The Investment Manager may use "soft" or commission dollars to pay for certain expenses thatwould otherwise be paid by the Sub-Fund. If the Investment Manager uses soft dollars generated
by the Sub-Fund to pay certain expenses which would otherwise be payable by the Sub-Fund, theInvestment Manager intends that such payments will fall within the parameters of Section 28(e) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act").

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Part XII : DISTRIBUTIONSThe Sub-Fund expects to make distributions of available investment proceeds to holders of Class C,
C1, C2 and Class D, D1, D2 Shares on a monthly basis.
Notwithstanding the foregoing, the Sub-Fund cannot guarantee that it will make such distributions,and any distributions will be made at the discretion of the Board of Directors or its delegates andshall not result in the capital of the Sub-Fund falling below the minimum capital amount requiredby the 2010 Law.
There is no assurance the Sub-Fund will pay distributions in any particular amount, if at all. Any
declaration of distributions to Shareholders will be made in accordance with applicable law.
The Sub-Fund reinvests available investment proceeds relating to Class A and Class B Shares (and, if
necessary, may issue new Shares to each Class A and Class B Shareholder to reflect the value of suchreinvested proceeds).

118

Part XIII : REGULATORY AND TAX CONSIDERATIONS
Alternative Investment Fund Managers' Directive
Leverage
For the purposes of the AIFM Rules and the UK Alternative Investment Fund Managers Regulation
2013/1773 (the "UK AIFM Regulation"), the Sub-Fund may only incur indebtedness of up to a
maximum of:
1.

300% of its Net Asset Value (calculated using the Gross Method of calculation); or

2.

250% of its Net Asset Value (calculated using the commitment method of calculation),(being the "Leverage Limit").

The AIFM Rules and the UK AIFM Regulation use two distinct definitions of leverage, both of which
are calculated on a regular basis by the AIFM:
1.

Under the "Gross Method" (as defined by the AIFM Rules and the UK AIFM Regulation),
the leverage is calculated as the ratio between the Sub-Fund's investment exposure(calculated by adding the absolute values of all portfolio positions, including the sum of
notionals of the derivative instruments used but excluding cash and cash equivalents) andthe Net Asset Value; and2.

Alternatively, the "commitment method" (as defined by the AIFM Rules) takes into
account netting and hedging arrangements and is defined as the ratio between the SubFund's net investment exposure (not excluding cash and cash equivalents) and the Net
Asset Value.

Sustainable Finance Disclosure Regulation
The AIFM makes the following disclosures (together with the disclosures at Appendix 4) inaccordance with Article 6(1), Article 7(2) and Article 8(1) of the Sustainable Risk Finance Disclosure
Regulation (2019/2088) (the "SFDR").
In relation to this sub-section "Sustainable Finance Disclosure Regulation", sub-section "Sustainable
Financing Transactions Regulation" below, and Appendix 3 (SFDR Disclosures) and Appendix 4 (SFTR
Disclosures) as referenced therein, references to "the Sub-Fund" shall be references also to the
Master Fund and Underlying Fund which have equivalent arrangements.
Integration of Sustainability Risks
Sustainability risk means an environmental, social or governance event or condition that, if it occurs,
could cause an actual or a potential material negative impact on the value of the investment("Sustainability Risk").
Before any investment decisions are made on behalf of the Sub-Fund, Brookfield conducts a riskbased review to identify the material risks associated with the proposed Investment. These risks
form part of the overall analysis and underwriting of the Investment. Brookfield assesses theidentified risks alongside other relevant material factors. Following its assessment, Brookfield makes
investment decisions having regard to the Sub-Fund's investment policy and objectives, taking into
account Sustainability Risks. More detail on the integration of ESG considerations into theinvestment management process can be found in Section IV (Environmental, Social and Governance(ESG) Management) of the Prospectus.

119The specific investment decision-making on behalf of the Sub-Fund as outlined above is part of
Brookfield's wider policies and procedures on the integration of Sustainability Risks in its decisionmaking process.
The Sub-Fund is exposed to potential Sustainability Risk as reflected in Part XIV (Risk Factors andOther Considerations) of this Sub-Fund Supplement. These may be relevant to the Sub-Fund having
regard to the types of Investments that may be made in accordance with the Sub-Fund's investment
policy and objectives.
Article 8 Disclosure Regulation
For the purposes of article 8(1) of the SFDR, the AIFM considers that the Sub-Fund is a financial
product which promotes, among other characteristics, environmental and/or social characteristics.
Accordingly, the AIFM has prepared pre-contractual disclosures in accordance with templates
published in Commission Delegated Regulation (EU) 2022/1288, which can be found in Appendix 3
to this Sub-Fund Supplement.
Transparency of adverse sustainability impacts
For the purposes of the SFDR, Brookfield does not consider the adverse impacts of investment
decisions on sustainability factors (the "Principal Adverse Impacts Regime"). Nevertheless, atBrookfield, sound ESG practices are integral to building resilient business and creating long-termvalue for our investors and other stakeholders. Brookfield integrates ESG considerations throughout
its investment management process and its investment program is driven by four Guiding ESG
Principles which are to mitigate the impact of our operations on the environment; to ensure thewell-being and safety of employees; to uphold strong governance practices; and to be good
corporate citizens. Additionally, Brookfield is also a signatory/supporter of a number of ESG related
reporting frameworks including the UN Principles for Responsible Investment, Sustainability
Accounting Standards Board standards and the Taskforce for Climate Related Financial Disclosures.
Under the SFDR, the Principal Adverse Impacts Regime operates in a specific manner and would
require the AIFM, as a multi-strategy manager with investments across many different asset classes,
liquidity profiles and durations, to aggregate data across a diverse range of funds and possibly otherfinancial products. There is currently no certainty that the AIFM could gather, or measure, all suchdata that it would be obliged to gather under the Principal Adverse Impacts Regime. This is in part
because underlying investments are not widely obliged to, and overwhelmingly, do not currently,
report by reference to the same data. This data gap is not expected to change in the short to medium
term. Even if the AIFM were to be able to gather such data, there is no certainty (a) that it could doso systematically, consistently and at a reasonable cost to investors across all of its strategies; or (b)that such data would provide meaningful insight given that the AIFM's funds and investment
products have different investor constituencies. This position will, however, be kept under review
in the light of emerging market practice and data availability.
Taxonomy Regulation
The EU Taxonomy Regulation (2020/852) (the "Taxonomy Regulation"), in summary, is a detailed
law setting out technical criteria for which types of economic activity can be regarded asenvironmentally sustainable and mandates disclosure whether the investments underlying thisFund take into account specific EU criteria for environmentally sustainable economic activities. All
investment decisions made in respect of the Sub-Fund will be taken in accordance with the SubFund's investment policy and investment objectives. The Sub-Fund does not commit to making aminimum proportion of investments which qualify as environmentally sustainable under Article 3 of
the Taxonomy Regulation (and therefore the minimum proportion of the Sub-Fund's underlying
investments in environmentally sustainable economic activities will be zero per cent). If the SubFund does make an investment that qualifies as "environmentally sustainable" for these purposes,
it may seek to contribute to one or more of the environmental objectives defined in the Taxonomy
120Regulation: (i.e., climate change mitigation, climate change adaptation, sustainable use andprotection of water and marine resources, transition to a circular economy, pollution prevention
and control, or protection and restoration of biodiversity and ecosystems). The AIFM will
periodically disclose to investors a description of how and to what extent investments underlying
the Sub-Fund are in economic activities that qualify as environmentally sustainable as required
under the relevant rules and based on the data reasonably available to the Investment Manager.
Even where an investment is eligible for consideration under the Taxonomy Regulation, scalable andsystematic data on portfolio investments required to accurately report Taxonomy Regulationalignment will not always be available. This is particularly where such investments are notthemselves required to report Taxonomy Regulation alignment. Therefore, confirming alignment
may not be immediately possible and so approaches may need to develop and evolve over time.
The "do no significant harm" principle applies only to those investments underlying the financial
product that take into account the EU criteria for environmentally sustainable economic activities.
The investments underlying the remaining portion of this financial product do not take into accountthe EU criteria for environmentally sustainable economic activities. The Taxonomy Regulation iscomplex and there remains uncertainty as to how it should be applied in practice.
Sustainable Financing Transactions Regulation
The AIFM makes the disclosures at Appendix 4 in accordance with the EU Securities Financing
Transaction Regulation (Regulation (EU) No. 2015/2365) (the "SFTR").
Taxation of the Sub-Fund and the Master FundThe Sub-Fund and the Master Fund are exempt from corporate income tax (subject to the reverse
hybrid rules, for the Master Fund), municipal business tax and net wealth tax. The Sub-Fund and theMaster Fund are, however, subject to an annual subscription tax (taxe d'abonnement) of 0.05% perannum for the Sub-Fund and 0.01% per annum for the Master Fund (which would become a rate of
0.05% per annum if and when Master Fund is converted from a RAIF into a fund governed by Part IIof the law of 17 December 2010 on undertakings of collective investment), in each case applied tothe total net assets. The subscription tax is calculated and payable at the end of each quarter at aquarter of the annual rate. Certain exemptions or reductions exist; in particular, the portion of net
assets represented by shares, units or any other form of interest held in other undertakings ofcollective investment subject to subscription tax (which is expected to be the case in connection
with the Sub-Fund’s investment in the Master Fund, as the latter is also subject to subscription tax).
Other exemptions may apply.
The Master Fund would be caught by the reverse hybrid rules if at least 50% of interests, voting
rights or rights to profits in the Master Fund are held by non-resident associated investors resident
in jurisdictions that treat the Master Fund as a separate taxpayer (i.e., as a “tax opaque” entity) andsuch investors are not taxed on their share of the Partnership’s profits in their jurisdiction of tax
residence because of the (reverse) hybrid mismatch (as opposed to other reasons, such as having a
tax exempt status). If the Master Fund is caught by the reverse hybrid rules, it may become subject
to Luxembourg corporate income tax (impôt sur le revenu des collectivités) on the portion of its
income that is not taxed in Luxembourg or under the laws of any other jurisdiction. The reverse
hybrid rules apply as from tax year 2022. Certain notions relevant to assess whether the criteria forthe reverse hybrid rules apply and whether certain exemptions or exceptions are available remain
unclearly defined, pending any administrative guidance or practice. In particular, it remains
uncertain whether the special tax regime applicable to a RAIF or a UCI governed by Part II of the lawof 17 December 2010 sets aside any potential tax liability under the reverse hybrid rules. To theextent the Master Fund is held for more than 50% by the Sub-Fund or other sub-funds of the Fund,the Master Fund should not be exposed to the reverse hybrid rules, as the Sub-Fund and other subfunds of the Fund would treat the Master Fund as a tax transparent entity for Luxembourg tax
purposes.

121

Taxable distributions, including dividends and interest, if any, paid to the Master Fund fromunderlying Investments (including from the Underlying Fund) may be subject to taxes and/or
withholding taxes in the countries concerned at varying rates, such (taxes and/or withholding) taxes
usually not being recoverable. Shareholders with exposure to such underlying Investments indirectly
through the Master Fund will bear economically their pro rata share of any taxes (including by the
Underlying Fund), and distributions to the Sub-Fund and ultimately to the Shareholder in respect ofsuch Investments will be net of such taxes. However, the Management Fee and the Variable
Management Share payable at the Underlying Fund level and/or the Master Fund level will not be
reduced in respect of taxes borne indirectly by the Sub-Fund (and such taxes will be deemed paidby the Shareholders).
In addition, taxable distributions paid to the Underlying Fund from underlying Investments may also
be subject to taxes and/or withholding taxes in the countries concerned at varying rates, such taxes
and/or withholding taxes usually not being recoverable.
The Sub-Fund might not be entitled to claim benefits under a treaty for the avoidance of double
taxation entered into between Luxembourg and other jurisdictions.
Taxation – United Kingdom Residents
This section of the Prospectus, which summarises certain UK tax consequences for UK tax residents
of investing in the Sub-Fund, is based upon the law and published practice in force as at the date ofthis Prospectus, both of which may change (potentially with retrospective effect).
The summary provides general guidance only and is not intended to provide a comprehensive guideto the taxation of the Sub-Fund or any of its Investors. There may be other tax consequences of aninvestment in the Sub-Fund and all prospective investors, in particular those who are in any doubt
about their tax position, or who are resident or otherwise subject to taxation in a jurisdiction outside
the UK, should consult their own professional advisors on the potential tax consequences ofsubscribing for, purchasing, holding or disposing of an interest under the laws of their country
and/or state of citizenship, domicile or residence. The tax treatment applicable to each prospective
investor will depend on their particular circumstances and may differ from the summary below.
Nothing in this Prospectus should be taken as providing personal tax advice and neither the SubFund, the AIFM, the Investment Manager nor any of their officers, members, directors, employees,
agents or advisors can take any responsibility in this regard.
The following paragraphs summarise certain limited UK tax consequences for UK Investors in the
Sub-Fund. The following summary does not address:•

investors who hold their interest in the Sub-Fund in connection with a trade, profession or
vocation;•

investors who have (or are deemed to have) acquired their interest in the Sub-Fund inconnection with an office or employment;•

investors who hold their Shares as part of a hedging transaction;•

investors subject to special tax rules such as insurance companies, investment trusts,
charities, dealers in securities, registered pension schemes, broker-dealers or persons
connected with the Sub-Fund;•investors who hold their interest in the Sub-Fund otherwise than as absolute beneficial
owners, such as trustees; or•inheritance tax.

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Unless expressly stated, it is assumed that UK taxpaying individual investors will be resident anddomiciled solely in the UK.
The Sub-Fund
The Board of Directors intends to operate the Sub-Fund so that it should not be resident in the UK
for UK tax purposes. Accordingly, and provided that the Sub-Fund does not carry on a trade in the
UK (whether or not through a branch, agency or permanent establishment situated therein), the
Sub-Fund will not be subject to UK income tax or corporation tax other than on any UK source
income and on certain disposals of UK real estate or shares in entities which derive at least 75% of
their value from UK real estate (in which case special rules apply).
UK Offshore Fund Rules
If a non-UK entity meets the definition of an "offshore fund" for the purpose of UK taxation, then inorder for a UK Shareholder to be taxed under the regime for tax on chargeable gains (rather thanon an income basis as an "offshore income gain") on a disposal of interests in that entity, the entity
must apply to HM Revenue & Customs to be treated as a reporting fund and maintain reporting fundstatus throughout the period in which the UK Shareholder holds the interests. For the purposes of
the relevant UK tax rules interests in different sub-funds of a single compartmentalized company
are treated as separate offshore funds.
The Board of Directors has been advised that Brookfield Oaktree Wealth Solutions Alternative Funds
S.A. SICAV-UCI Part II – Brookfield Infrastructure Income Fund will be an offshore fund for the
purposes of UK taxation such that legislation contained in Part 8 of the Taxation (International andOther Provisions) Act 2010 and associated regulations will apply. The following paragraphs assume
that this will be the case.
The Offshore Funds (Tax) Regulations 2009 (SI 2009/3001) provide that if an investor resident in the
UK for taxation purposes holds an interest in an offshore fund and that offshore fund is a "nonreporting fund", any gain accruing to that investor upon the sale or other disposal of that interest
will be charged to UK tax as income and not as a capital gain. Alternatively, where an investor
resident in the UK holds an interest in an offshore fund that has been a "reporting fund" for allreporting periods for which they hold their interest, any gain accruing upon sale or other disposal of
the interest will be subject to tax as a capital gain rather than income; with relief for "excess reported
income" whether paid to the investor or not —i.e. including any accumulated or reinvested profits
which have already been subject to UK income tax or corporation tax on income. It should be notedthat a "disposal" for UK tax purposes would generally include a switching of interest between SubFunds within the Fund and might in some circumstances also include a switching of interests
between Classes of Shares in the same Sub-Fund of the Fund.
The Directors have obtained from HM Revenue & Customs recognition of certain Classes of Sharesas a reporting fund, and may apply for recognition of other Classes in the future. Details of theClasses that have reporting fund status, and the date from which such status applies, may be foundon the website of HM Revenue & Customs at:
http://www.gov.uk/government/publications/offshore-funds-list-of-reporting-funds.
As of the date of this Prospectus the Directors have obtained from HM Revenue & Customs
recognition of the A, B, C and D Classes of Shares in Brookfield Oaktree Wealth Solutions Alternative
Funds S.A. SICAV-UCI Part II – Brookfield Infrastructure Income Fund as reporting funds.
A consequence of a Class of Shares having reporting fund status is that Shareholders who are treatedas holding interests in that Class are potentially subject to UK taxation on income received by thereporting fund in a reporting period as though it had been distributed to them by the reporting fund123even if such income is not so distributed to such Shareholders. UK Shareholders of Classes of Sharesthat are reporting funds will be provided with a report at the end of each reporting period detailingtheir share of reported income which Shareholders will be required to include in their UK tax return.
There can be no guarantee that reporting fund status will be obtained and/or maintained for any
Class. Where any such application is unsuccessful and/or such status is subsequently withdrawn,
any gains arising to Shareholders resident in the UK on a sale, redemption or other disposal of such
Shares of the relevant Class (including a deemed disposal on death) would be taxed as offshore
income gains rather than capital gains.
Bond fund rules
Under Chapter 3 of Part 6 of the Corporation Tax Act 2009, interests of UK companies in offshore
funds may be deemed to constitute a loan relationship; with the consequence that all profits andlosses on such relevant interests are chargeable to UK corporation tax in accordance with a fair value
basis of accounting. These provisions apply where the market value of relevant underlying interestbearing securities and other qualifying investments of the offshore fund (broadly investments whichyield a return directly or indirectly in the form of interest) are at any time more than 60% of thevalue of all the investments of the offshore fund (a "bond fund"). It is not currently expected that
the Fund or any Sub-Fund will invest, at any time, more than 60% of its assets in interest-bearing (oreconomically similar) assets, though no guarantee is given in this respect.
For UK individual Investors with an interest in a bond fund, any dividends received (and any
reportable income in excess of actual dividends paid) would be treated as a payment of interest to
such Investor (with the relevant income tax rates applying).
Dividend Income
UK resident individual Investors will generally be subject to UK income tax on any dividends or otherincome distributions from the Sub-Fund.
A corporate Investor who is tax resident in the UK, or who carries on a trade in the UK through apermanent establishment in connection with which its Shares are held, will be subject to UK
corporation tax on any dividend or other income distributions from the Sub-Fund unless such
distribution can be treated as an exempt distribution. This is dependent upon the satisfaction ofcertain conditions set out in Part 9A of the Corporation Tax Act 2009. There is no guarantee thatsuch conditions will be satisfied and it will be necessary for Investors to consider their application in
respect of every distribution received.
Stamp Duty and Stamp Duty Reserve Tax ("SDRT")
The following comments are intended as a guide to the general stamp duty and SDRT position anddo not relate to persons such as market makers, brokers, dealers or intermediaries or where theShares are issued to a depositary, or clearing system, or nominees or agents.
No UK stamp duty or SDRT will arise on the issue of Shares. No UK stamp duty will be payable on atransfer of Shares provided that all instruments effecting or evidencing the transfer (or all mattersor things done in relation to the transfer) are not executed in the UK and no matters or actions
relating to the transfer are performed in the UK.
Provided that the Shares are not registered in any register kept in the UK by or on behalf of the SubFund and that the Shares are not paired with shares issued by a company incorporated in the UK,
any agreement to transfer the Shares will not be subject to UK SDRT.

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Transfer of assets abroad rules
The attention of individuals resident in the UK for taxation purposes is drawn to Chapter 2, Part 13of the Income Tax Act 2007 (the "transfer of assets abroad" rules). The transfer of assets abroadrules provide that, in certain circumstances, a UK resident individual may be liable to UK income tax
in respect of the income of a non-UK resident person (including companies) if the UK resident canenjoy or benefit from that income. Investors should consult their own tax advisors in order todetermine whether any exemption might apply and should set out the details of any exemption
relied upon in their personal tax returns.
Controlled foreign company rules
The UK "controlled foreign company" provisions subject UK resident companies to tax on the profits
of companies not so resident in the UK in which they have certain interests, and which are controlled
by UK persons, subject to certain "gateway" provisions and exemptions. UK corporate Investors areadvised to consult their own professional tax advisers as to the implications of these provisions.
FATCA
The Foreign Account Tax Compliance Act (“FATCA”) was enacted into U.S. law in March 2010. FATCA
aims at reducing tax evasion by U.S. citizens and requires certain “foreign financial institutions,” asdefined under FATCA, outside the US (“FFIs”) to provide information about financial accounts held,
directly or indirectly, by specified U.S. persons to the U.S. Internal Revenue Service (the “IRS”) on anannual basis. A 30% withholding tax and/or penalties are imposed on certain U.S. sourced incomeof any FFI that fails to comply with this requirement (the “FATCA Withholding”). To implement
FATCA in Luxembourg, Luxembourg entered into a so-called Model 1 Intergovernmental Agreement(the “Luxembourg IGA”) with the United States, and a Prospectus of understanding in respect
thereof, on 28 March 2014. The Luxembourg IGA was implemented in Luxembourg domestic law by
the law of 24 July 2015 (the “Luxembourg FATCA Law”). Luxembourg FFIs that comply with therequirements of the Luxembourg IGA will not be subject to FATCA Withholding. Under the
Luxembourg IGA, Luxembourg FFIs are required to perform certain necessary due diligence andmonitoring of investors and to report to the Luxembourg tax authorities on an annual basis
information about financial accounts held by (a) specified U.S. investors, (b) certain U.S. controlled
entity investors and (c) non-U.S. financial institution investors that do not comply with FATCA. Under
the Luxembourg IGA, such information will subsequently be remitted by the Luxembourg tax
authorities to the IRS. No assurance can be given that the Sub-Fund and the Master Fund will beable to comply with the requirements under FATCA and the Luxembourg IGA and, in the event thatthey are not able to do so, the Sub-Fund and the Master Fund could be exposed to fines which may
reduce the amounts available to it to make payments to its Shareholders. Shareholders are required
to provide information to the Sub-Fund (and indirectly to the Master Fund) for them to comply with
its reporting obligations under the Luxembourg IGA. To ensure compliance with the Luxembourg
IGA and the Luxembourg FATCA Law in accordance with the foregoing, the Sub-Fund (and theMaster Fund) may:•request information or documentation, including self-certification forms, a global
intermediary identification number, (if applicable), or any other valid evidence of an investor’s
FATCA registration with the IRS or a corresponding exemption, in order to ascertain suchinvestor’s FATCA status;•

report information concerning a Shareholder and his account holding in the Sub-Fund to the
Luxembourg tax authorities if such account is deemed a U.S. reportable account under the
Luxembourg IGA; and•report information to the Luxembourg tax authorities concerning payments to accountholders with the FATCA status of non-participating foreign financial institution.
125

Shareholders should contact their own tax advisers regarding the application of FATCA and the
Luxembourg IGA to their particular circumstances and their investment in the Sub-Fund.
Common Reporting Standard
The OECD has developed a global standard for the automatic exchange of financial information
between tax authorities (the “CRS”). Luxembourg is a signatory jurisdiction to the CRS andexchanges information with tax authorities of other signatory jurisdictions accordingly. The CRS has
been implemented in Luxembourg via the law dated December 18, 2015 concerning the automatic
exchange of information on financial accounts and tax matters and implementing the EU Directive
2014/107/EU (the “CRS Law”). The CRS-related regulations may impose obligations on the Sub-Fund(and/or the Master Fund) and Shareholders if the Sub-Fund (and/or the Master Fund) is considereda Reporting Financial Institution (e.g. an Investment Entity) under the CRS, so that the latter could
be required to conduct due diligence and obtain (among other things) confirmation of the tax
residency, tax identification number and CRS classification of Shareholders in order to fulfill its own
legal obligations. Further, the Sub-Fund (and/or the Master Fund) may be required to share suchinformation with the Luxembourg tax authorities, which will remit such information to thecompetent foreign tax authorities. No assurance can be given that the Sub-Fund (and/or the MasterFund and/or the Underlying Fund) will be able to comply with the CRS Law and, in the event that
the Sub-Fund (and/or the Master Fund) is not able to do so, it could be exposed to fines which may
reduce the amounts available to it to make payments to the Shareholders. Shareholders will be
required to provide certain information to the Sub-Fund (and indirectly to the Master Fund) for it tocomply with the reporting obligations under the CRS Law. To ensure compliance with the CRS Law
in accordance with the foregoing, the Sub-Fund (and/or the Master Fund) may:•request information or documentation, including self-certification forms, a tax identification
number (if applicable) or any other relevant information in order to ascertain a Shareholder’s
status; and•report information concerning a Shareholder and its account holding in the Sub-Fund to the
Luxembourg tax authorities if such Shareholder is a reportable accountholder under the CRS
Law.

Shareholders should contact their own tax advisers regarding the application of the CRS Law to their
particular circumstances and their investment in the Sub-Fund.

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Part XIV : RISK FACTORS AND OTHER CONSIDERATIONS
The following risk factors do not purport to be a complete list or explanation of all risks involved in
an investment in the Sub-Fund. Additionally, each of the risk factors listed below, on its own, could
have a material adverse effect on the Sub-Fund or the value of an investment in the Sub-Fund.
Prospective investors should not construe the performance of earlier investments by predecessor
funds to the Sub-Fund, other Brookfield Funds, the Related-Party Investor (defined below), anyother Brookfield proprietary accounts and related parties, as applicable, (each, a "Brookfield
Account" and collectively, the "Brookfield Accounts"), the Investment Manager or Brookfield asproviding any assurances regarding the future performance of the Sub-Fund. There can be noassurance that the Sub-Fund will meet its investment objectives or that a Shareholder will receive areturn of its capital. As such, a Shareholder should have the ability to sustain the loss of its entire
investment in the Sub-Fund. Prospective investors must rely on their own examination of, and theirown ability to evaluate, the nature of an investment in the Shares, including all of the risks involvedin making such an investment. Prospective investors should consult their own legal, tax, investment
and accounting advisors in connection with evaluating the purchase of Shares.
As used in this Part XIV (Risk Factors and Other Considerations), and in particular the sub-section
entitled "Risks Associated with the Sub-Fund's Portfolio Investments", references to a "Portfolio
Investment" or "Portfolio Investments" and/or investments made by the Sub-Fund and Master Fundshall be deemed to include both the investments made directly by the Master Fund as well as
indirect investments made by the Underlying Fund. Similarly, and unless the context requires
otherwise (i) references to the actions and considerations of the Investment Manager are references
also to the actions and considerations of the Master Fund Manager (in relation to the Master Fund)
and/or the Underlying Fund Manager (in relation to the Underlying Fund), as relevant; and (ii)references to the "Management Fees" are references to such fees as payable to the Master FundManager and/or Underlying Fund Manager at their respective levels and shall not imply the SubFund will pay any such management fees to its Investment Manager.
Capitalized terms used but not defined in this Part XIV (Risk Factors and Other Considerations) havethe meanings given to such terms elsewhere in this Sub-Fund Supplement.
GeneralNo Assurance of Investment Return. The Sub-Fund cannot provide assurance that it will be able tosuccessfully implement the Sub-Fund's investment strategy, or that Portfolio Investments will
generate expected returns. Moreover, and notwithstanding the intended redemption anddistribution frequencies set forth in this Sub-Fund Supplement, the Sub-Fund cannot provide
assurance that any Shareholder will receive a return of its capital or any distribution from the SubFund or be able to withdraw from the Sub-Fund within a specific period of time. Past performanceof investment entities associated with Brookfield, the Sub-Fund, the AIFM, the Investment
Manager or such parties' investment professionals is not necessarily indicative of future results or
performance and there can be no assurance that the Sub-Fund will achieve comparable results.
Accordingly, investors should draw no conclusions from the performance of any otherinvestments of Brookfield, the Sub-Fund, the AIFM or the Investment Manager and should not
expect to achieve similar results. An investment in the Sub-Fund involves a risk of partial or total
loss of capital and should only be considered by potential investors with high tolerance for risk.
Forward Looking Statements. Statements contained in the Prospectus and this Sub-Fund
Supplement that are not historical facts, including statements regarding trends, market conditions
and the expertise or experience of Brookfield, or the investment team, are based on current
expectations, estimates, projections, opinions, and/or beliefs of Brookfield. Such statements are notfacts and involve known and unknown risks and uncertainties. Potential investors should not rely onthese statements as if they were fact. Moreover, certain information contained in the Prospectus
and this Sub-Fund Supplement constitutes "forward-looking statements," which can be identified127

by the use of forward-looking terminology such as "may," "will," "should," "expect," "anticipate,""project," "target," "estimate," "intend," "continue," or "believe," or the negatives thereof or othervariations thereon or comparable terminology. Due to various risks and uncertainties, including, but
not limited to, those set forth in this Part XIV (Risk Factors and Other Considerations) events or
results or the actual performance of the Sub-Fund may differ materially from those reflected orcontemplated in such forward-looking statements. None of the individual members or any employee
or director of Brookfield referred to herein holds itself out to any person for any purpose as the
management company. Statements contained herein are not made in any person's individual
capacity, but rather on behalf of the Sub-Fund. References herein to "expertise" or any party beingan "expert" are based solely on the belief of Brookfield, are intended only to indicate proficiency ascompared to an average person and in no way limit any exculpation provisions or alter any standardof care applicable to Brookfield. Additionally, any awards, honors, or other references or rankings
referred to herein with respect to Brookfield or any investment professional are provided solely for
informational purposes and are not intended to be, nor should they be construed or relied upon as,
any indication of future performance or other future activity. Any such awards, honors, or otherreferences or rankings may have been based on subjective criteria and may have been based on alimited universe of participants, and there are other awards, honors, or other references or rankingsgiven to others and not received by Brookfield and/or any investment professional of Brookfield.
Risks associated with Market Conditions
General Economic and Market Conditions. Changes in general global, regional and/or European
economic and geopolitical conditions may affect the Sub-Fund's activities. Interest rates, generallevels of economic activity, the price of securities and participation by other investors in the financial
markets may affect the market in which the Sub-Fund makes Portfolio Investments or the value andnumber of Portfolio Investments made by the Sub-Fund or considered for prospective investment.
Material changes and fluctuations in the economic environment, particularly of the type
experienced in the years following 2008 that caused significant dislocations, illiquidity and volatility
in the wider global economy, and the market changes that have resulted and may continue to result
from the spread of a novel coronavirus ("COVID-19") (see also "Public Health Risk" below) also may
affect the Sub-Fund's ability to make Portfolio Investments and the value of Portfolio Investments
held by the Sub-Fund or the Sub-Fund's ability to dispose of Portfolio Investments. The short-term
and the longer-term impact of these events are uncertain, but they could continue to have amaterial effect on general economic conditions, consumer and business confidence and market
liquidity. Any economic downturn resulting from a recurrence of such marketplace events and/or
continued volatility in the financial markets could adversely affect the financial resources ofPortfolio Investments. Portfolio Investments can be expected to be sensitive to the performance ofthe overall economy. Moreover, a serious pandemic, natural disaster, armed conflict, threats ofterrorism, terrorist attacks and the impact of military or other action could severely disrupt global,
national and/or regional economies. A resulting negative impact on economic fundamentals andconsumer and business confidence may negatively impact market value, increase market volatility
and reduce liquidity, all of which could have an adverse effect on the performance of Portfolio
Investments, the Sub-Fund's returns and the Sub-Fund's ability to make and/or dispose of Portfolio
Investments. No assurance can be given as to the effect of these events on the Portfolio Investmentsor the Sub-Fund's investment objectives. See "Public Health Risk" below.
Public Health Risk. The Sub-Fund may be adversely affected by the effects of widespread outbreaksof contagious diseases. Public health crises can develop rapidly and unpredictably, which may
prevent governments, asset managers, companies or others (including the AIFM, the Investment
Manager and the Sub-Fund) from taking timely or effective steps to mitigate or reduce any adverse
impacts to the Sub-Fund and/or the Portfolio Investments. The extent and duration of any suchimpacts will depend on future developments, which are highly uncertain and cannot be predicted
at this time.

128

Any outbreak of contagious diseases and other adverse public health developments, together withany resulting disruptions or restrictions on travel, social distancing policies and/or quarantines
imposed or recommended by the governments of the jurisdictions where Brookfield, the Sub-Fund
and/or its Portfolio Investments are based (together, the "Isolation Measures"), could have amaterial and adverse effect on the Sub-Fund and its Portfolio Investments, including by disrupting
or otherwise adversely affecting the human capital, business operations or financial resources of
the AIFM, the Investment Manager, the Portfolio Investments, the Sub-Fund or the Sub-Fund's
administrator or other service providers to the Sub-Fund (which could, in turn, adversely impact theability of such service providers to fully support the administration and operations of the Sub-Fund).
In addition, a significant outbreak of contagious diseases in the human population, and any
containment or other remedial measures imposed (including the Isolation Measures), may result ina widespread health crisis that could severely disrupt global, national and/or regional economies
and financial markets (including significant disruption in supply chains) and cause an economic
downturn that could adversely affect the performance of the Sub-Fund and its Portfolio
Investments.
Disrupted global, national and/or regional economies and financial markets may also result inincreased competition to acquire perceived "safe haven" assets (for example, assets withgovernment supported revenues). Increased competition may inflate the acquisition cost of such
assets and/or lead to increased competition for such assets, which may result in the delay or inabilityof the Sub-Fund to deploy capital contributions in a timely manner. In addition, a widespread healthcrisis may result in a greater number of people facing economic uncertainty through job losses. Morewidely, a widespread health crisis may result in a reduction for the demand of various goods andservices, may result in closures of businesses in a variety of sectors and may lead to governments
being required to take unprecedented steps to ensure public health and/or economic stability which
may make it more likely that there could be government regulation and/or intervention in respectof infrastructure assets. See also "Impact of Natural or Man-Made Disasters; Disease Epidemics"
below.
Isolation Measures, even if temporary or short-dated, may negatively impact the execution andprogression of the Sub-Fund's investment strategy, the ongoing management and operation of any
Portfolio Investment and/or impede the ability for any Portfolio Investments to satisfy theircontractual obligations owed to third parties. Any failure by a Portfolio Investment to satisfy its
contractual obligations may result in contractual counterparties pursuing claims for damages.
Isolation Measures may also result in delays to construction, development and/or upgrade work
relating to the Portfolio Investments, which could lead to contractual penalties and/or a failure todevelop, progress and/or reposition a Portfolio Investment in the manner which was initiallyintended, which may, in turn, result in reductions of the Sub-Fund's income and/or realization
proceeds in respect of such Portfolio Investments, or in fact in the Sub-Fund not being able to realize
any proceeds in respect of such Portfolio Investments at all for as long as such construction,
development and/or upgrade work is not completed. The performance of the Sub-Fund may also beaffected by particular issues affecting companies, regions or sectors and sub-sectors of its Portfolio
Investments.
Given the significant levels of uncertainty and the economic and financial market disruptions(including significant disruption in supply chains) and volatility currently occurring and anticipatedin connection with the outbreak, it is expected that valuations of potential Portfolio Investments,
especially distressed assets or assets impacted by dislocation, will continue to be materiallyadversely impacted and meaningfully uncertain for current and future periods (at least in the shortterm). See the risks associated with valuations described elsewhere in this Sub-Fund Supplement,
including "Valuation Risk" which highlights the risks associated with valuations, which risks are
magnified during any period of uncertainty, disruption and volatility.

129Potential Implications of Brexit. The United Kingdom (the "UK") left the European Union (the "EU")on January 31, 2020, under the terms of a withdrawal agreement (which established an
implementation period within which aspects of EU law would continue to apply in the UK until
December 31, 2020). The terms of the withdrawal agreement did not include a deal regarding thetrade of goods and services between the UK and the EU however the UK reached separate
agreement with the EU regarding such matters on December 24, 2020 (the "Brexit Deal").
Nonetheless, the Brexit Deal is limited for financial services and therefore the future application of
EU-based legislation to the private fund industry in the UK and the EU will ultimately depend onwhether, and if so how, the UK renegotiates its relationship with the EU. It is difficult to predict how
any renegotiated terms (if at all) will be implemented and what the economic, tax, fiscal, legal,
regulatory and other implications will be for the asset management industry, the broader European
and global financial markets generally and for private funds such as the Sub-Fund and its Portfolio
Investments. There can be no assurance that any renegotiated terms or regulations will not have an
adverse impact on the Sub-Fund, and its Portfolio Investments, including the ability of the Sub-Fundto achieve its investment objectives. Brexit may result in significant market dislocation, heightened
counterparty risk, an adverse effect on the management of market risk and, in particular, asset andliability management due in part to redenomination of financial assets and liabilities, and increased
legal, regulatory or compliance burden for Shareholders, and/or the Sub-Fund, each of which may
have a negative impact on the operations, financial condition, returns or prospects of the Sub-Fund.
The referendum and the subsequent exit of the UK from the EU has led to political and economic
instability, volatility in the financial markets of the UK and more broadly across the EU. The
uncertainty as to future arrangements between the UK and the EU may have an adverse effect on
the economy generally and on the ability of the Sub-Fund and its Portfolio Investments to execute
their respective strategies and to receive attractive returns. In particular, currency volatility may
mean that the returns of the Sub-Fund and its Portfolio Investments are adversely affected bymarket movements and may make it more difficult, or more expensive, for the Sub-Fund to execute
prudent currency hedging policies. Potential decline in the value of the British Pound and/or theEuro against other currencies, along with the potential downgrading of the UK's sovereign credit
rating, may also have an impact on the performance of the Sub-Fund's Portfolio Investments orPortfolio Investments located in the UK or Europe. See also "Hedging Transactions" and "Currency
Exchange Risk" below. In addition to broader economic and market concerns, the exit by the UKfrom the EU will have implications on the UK and European legal, tax and regulatory regimes. For
example: (a) most UK financial services legislation is derived from EU law and certain aspects may
be replaced with less or more restrictive provisions; and (b) certain EU directives and rules applying
in the field of taxation may cease to apply which may lead to higher tax and/or tax compliance costs
being incurred by the Sub-Fund when making Portfolio Investments in the UK than would otherwise
have been the case. In light of the above, no definitive assessment can currently be made regarding
the impact that Brexit will have on the Sub-Fund, its Portfolio Investments or its organization moregenerally.
As a result of the above, the longer term economic, legal, political and social framework is unclear
at this stage and is likely to lead to ongoing political and economic uncertainty and periods ofexacerbated volatility in both the UK and in wider European markets for some time. In particular,
the decision made in the UK referendum may lead to a call for similar referendums in other
European jurisdictions, which may cause increased economic volatility in the European and global
markets. This uncertainty is likely to continue to impact the global economic climate and may impact
opportunities, pricing, availability and cost of bank financing, regulation, values or exit opportunities
of companies or assets based, doing business, or having service or other significant relationships in,
the UK or the EU, including companies or assets held or considered for prospective investment by
the Sub-Fund.

130

Governmental Intervention. Since 2008, the global financial markets underwent disruptions,
including, further disruptions as a consequence of the spread of COVID-19 that led to certain
governmental intervention. Such intervention in certain cases was implemented on an "emergency"
basis, suddenly and substantially eliminating market participants' ability to continue to implementcertain strategies or manage the risk of their outstanding positions. In addition, these interventions
were typically unclear in scope and application, resulting in confusion and uncertainty which in itself
has been materially detrimental to the efficient functioning of the markets as well as previously
successful investment strategies. If governmental intervention programs are unwound, there could
likewise be uncertainty and adverse effects on the markets. It is impossible to predict what interim
or permanent governmental restrictions (or easing of restrictions) may be imposed on the markets
or the effect of such restrictions on the Sub-Fund's strategies.
Highly Competitive Market for Investment Opportunities. The success of the Sub-Fund depends, inlarge part, on the availability of a sufficient number of investment opportunities that fall within the
Sub-Fund's (and, by extension, the Master Fund's and the Underlying Fund's) investment objectives
and the ability of the Investment Manager, the Master Fund Manager and the Underlying FundManager to identify, negotiate, close, manage and exit those investment opportunities. The activityof identifying, completing and realizing attractive investments is highly competitive and involves ahigh degree of uncertainty, especially with respect to timing. There can be no assurance that theInvestment Manager will be able to locate and complete Portfolio Investments which enable the
Sub-Fund to invest its capital in opportunities that satisfy the Sub-Fund's investment objectives orrealize the value of these Portfolio Investments, nor can there be any assurance that the Sub-Fundwill be able to make Portfolio Investments on favorable terms and conditions. Failures in identifying
or consummating Portfolio Investments on satisfactory or favorable terms could reduce the numberof Portfolio Investments that are completed, reduce the Sub-Fund's returns, and slow the SubFund's growth.
The Sub-Fund will compete for the right to make Portfolio Investments with an ever-increasing
number of other parties, including other consortia and companies, other private investment funds
as well as individuals, financial institutions and other institutions, some of which may have greater
resources than the Sub-Fund. As a result of such competition, the Sub-Fund may have difficulty inmaking certain Portfolio Investments or, alternatively, the Sub-Fund may be required to makePortfolio Investments on economic terms less favorable than anticipated. If the Sub-Fund fails to
make new Portfolio Investments or makes Portfolio Investments on less favorable terms, the SubFund's financial condition and results of operations could be materially and adversely affected.
Portfolio Investments may also face competition from other infrastructure assets in the vicinity of
the assets they operate (including those owned by Brookfield and other Brookfield vehicles), thepresence of which depends in part on government plans and policies. Such competition may
materially and adversely affect the Sub-Fund's business, financial conditions and results ofoperations.
Currency Exchange Risk. The Sub-Fund's assets generally will be denominated in the currency of thejurisdiction where the assets are located. Consequently, the return realized on any Portfolio
Investment by investors whose functional currency is not the currency of the jurisdiction in which
the Portfolio Investments are located may be adversely affected by movements in currency
exchange rates, costs of conversion and exchange control regulations, in addition to theperformance of the Portfolio Investment itself. Moreover, the Sub-Fund may incur costs whenconverting one currency into another. The value of a Portfolio Investment may fall substantially asa result of fluctuations in the currency of the country in which the Investment is made as against thevalue of the US Dollar. The Investment Manager may in certain circumstances (but is not obliged to)attempt to manage currency exposures using hedging techniques where available and appropriate.
The Sub-Fund is therefore expected to incur costs related to currency hedging arrangements. There131

can be no assurance that adequate hedging arrangements will be available on an economically
viable basis or that any particular currency exposure will be hedged.
Shareholders with a functional currency other than US Dollars are exposed to fluctuations in the US
Dollar foreign exchange rate. Except as provided for any hedged Class of Shares, investments in the
Sub-Fund and distributions from the Sub-Fund will be denominated in US Dollars and Shareholders
may incur transaction costs associated with the conversion of US Dollars into their local currency.
Furthermore, there may be foreign exchange regulations applicable in certain jurisdictions where
the Prospectus and this Sub-Fund Supplement is being issued.
Hedging Transactions. The Sub-Fund or a Portfolio Entity (as defined herein) may utilize financial
instruments such as forward contracts, options, warrants, swaps (including credit default swaps andtotal return swaps), caps, collars, floors and other derivatives to seek to hedge against fluctuationsin the relative values of their assets as a result of changes in currency exchange rates, market
interest rates and public security prices. While these transactions may reduce certain risks, thetransactions themselves entail certain other risks. Hedging against a decline in the value of a
Portfolio Investment does not eliminate fluctuations in the value of such Portfolio Investment or
prevent losses if the value of such Portfolio Investment declines, but instead establishes otherpositions designed to gain from those same developments, thus offsetting the decline in such
Portfolio Investment's value. These types of hedge transactions also limit the opportunity for gain if
the value of such Portfolio Investment should increase.
The success of hedging transactions will be subject to the ability to correctly predict movements inand the direction of, currency exchange rates, interest rates, commodity prices and public security
prices. Therefore, while the Sub-Fund or a Portfolio Entity may enter into hedging transactions toseek to reduce these risks, unanticipated changes in currency exchange rates, interest rates,
commodity prices and public security prices that do not occur within a given timeframe may resultin a poorer overall performance for the Sub-Fund than if it had not engaged in any hedging
transaction. In addition, the degree of correlation between price movements of the instruments
used in a hedging strategy and price movements of the Portfolio Investments being hedged mayvary. Moreover, for a variety of reasons, the Sub-Fund or a Portfolio Entity may not have establisheda perfect correlation between hedging instruments and the Portfolio Investments being hedged.
This imperfect correlation may prevent the Sub-Fund, or a Portfolio Entity, as applicable, fromachieving the intended hedge or expose it to risk of loss.
In addition, there is no limit on the exposure that may be incurred to any single counterparty withover-the-counter derivative instruments, exchange listed securities, options, repurchaseagreements or other similar transactions and, as a result, if any such counterparty becomes unable
to pay amounts due on such instruments or transactions, the financial losses to the Sub-Fund would
be greater than if such limits were imposed.
Furthermore, the creditworthiness of a counterparty to any hedging transaction entered into by the
Sub-Fund may change over time and, while such counterparty may have been creditworthy at thetime such transaction was entered into, there is no guarantee such counterparty will remain
creditworthy throughout the duration of the Sub-Fund or that such counterparty will be able toperform its obligations under, or pay amounts due on, such hedging transactions. This risk is also
subject to, and heightened by, commodity price fluctuations.
Moreover, federal and global financial regulators have adopted margin requirements foruncleared derivatives which may present significant challenges and additional risks for the SubFund, including increased costs, reduced access to dealer counterparties, potential decreases inmarket liquidity and other unforeseen consequences. These requirements also may result in the
Sub-Fund being unable to adequately hedge its Portfolio Investments, which may have an adverse
impact on the performance of the Sub-Fund. It is also possible that the Sub-Fund could be overhedged and that could also result in a decline in value during the term of the Portfolio Investment.
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Furthermore, the E.U. Regulation No 648/2012 on over the counter ("OTC") derivatives, central
counterparties and trade repositories (also known as the European Market Infrastructure
Regulation, or "EMIR"), which came into force on 16 August 2012, introduced uniform requirements
in respect of OTC derivative transactions by requiring certain "eligible" OTC derivative transactions
to be submitted for clearing to regulated central clearing counterparties and by mandating thereporting of certain details of derivative transactions to trade repositories. In addition, EMIR
imposes requirements for appropriate procedures and arrangements to measure, monitor andmitigate operational and counterparty credit risk in respect of OTC derivatives contracts which are
not subject to mandatory clearing. These requirements include the exchange of margin and, where
initial margin is exchanged, its segregation by the parties, including by the Sub-Fund. While many of
the obligations under EMIR have already come into force, the requirement to submit certain OTC
derivative transactions to central clearing counterparties and the margin requirements for noncleared OTC derivative transactions are subject to a staggered implementation timeline. It is not yet
fully clear how the OTC derivatives market will adapt to the new regulatory regime. Accordingly, it
is difficult to predict the full impact of EMIR on the Sub-Fund, which may include an increase in theoverall costs of entering into and maintaining OTC derivative contracts. Prospective investors should
be aware that the regulatory changes arising from EMIR and other similar regulations may in due
course adversely affect the Sub-Fund's ability to adhere to its hedging policy and achieve its
objectives.
Commodity Price Risk. Infrastructure Investments may be subject to commodity price risk, including
the price of electricity and the price of fuel. The operation and cash flows of Infrastructure
Investments may depend, in some cases to a significant extent, upon prevailing market prices forenergy commodities. Historically, the markets for oil, gas, coal and power have been volatile. This
volatility is likely to continue in the future. Market prices of these energy commodities may fluctuatematerially depending on a variety of factors beyond the control of the Sub-Fund, including weather
conditions and foreign and domestic supply. See "Unforeseen Events Risk" below.
Inflation and Interest Rate Risk. Inflation could directly, materially and adversely affect the Portfolio
Investments. If an Infrastructure Investment is unable to increase its revenue in times of higher
inflation, its profitability and ability to distribute dividends may be materially and adversely affected.
Portfolio Investments may have long-term rights to income linked to some extent to inflation,
whether by government regulations, contractual arrangement or other factors. Typically, as inflation
rises, the company will earn more revenue, but will incur higher expenses; if inflation declines, thecompany may not be able to reduce expenses in line with any resulting reduction in revenue. Many
infrastructure businesses seek to mitigate the inflation risk to cash flows through escalation
provisions linked to the inflation rate. While these provisions may protect against certain risks, they
do not protect against the risk of a rise in real interest rates, which is likely to create higher financing
costs for infrastructure businesses and a reduction in the amount of cash available for distribution
to investors. In addition, the market value of Infrastructure Investments may decline in times ofhigher inflation rates given that the most commonly used methodologies for valuing Portfolio
Investments (for example, discounted cash flow analysis) are sensitive to rising inflation and realinterest rates. Finally, wage and price controls have been imposed at times in certain countries in
an attempt to control inflation, which could significantly affect the operation of Infrastructure
Investments. Accordingly, changes in the rate of inflation may affect the forecasted or actual
profitability of a Portfolio Entity.
Certain countries' economies, including in particular many emerging markets, have experienced
extremely high rates of inflation for extended periods of time. Inflation has and may continue tohave, negative effects on the economies of certain of these countries. For example, the risks
associated with transactions using local currencies are significantly greater in hyper-inflationary
economies than in other less inflationary markets.

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Re-Financing Risk. Although the Sub-Fund or an affiliate thereof may seek to refinance Portfolio
Investments during the Sub-Fund's period of ownership, there is no guarantee that the Sub-Fund oran affiliate thereof will be able to achieve this for any particular Portfolio Investment and the failure
to do so may impair the value of the Portfolio Investment.
Regional Risk; Interdependence of Markets. Economic problems in a single country are increasingly
affecting other markets and economies. A continuation of this trend could result in problems in one
country adversely affecting regional and even global economic conditions and markets. The market
and the economy of a particular country in which the Sub-Fund invests is influenced by economic
and market conditions in other countries in the same region or elsewhere in the world. Similarly,
concerns about the fiscal stability and growth prospects of certain European countries in the last
economic downturn had a negative impact on most economies of the Eurozone and global markets.
A repeat of either of these crises or the occurrence of similar crises in the future could cause
increased volatility in the economies and financial markets of countries throughout a region, or evenglobally. See also "Potential Implications of Brexit" above.
Trade Policy. Political leaders in the U.S. and certain European nations have been elected onprotectionist platforms, fueling doubts about the future of global free trade. The U.S. government
has indicated its intent to alter its approach to international trade policy and in some cases torenegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements andtreaties with foreign countries and has made proposals and taken actions related thereto. In
addition, the U.S. government has recently imposed tariffs on certain foreign goods, including steel
and aluminium, and has indicated a willingness to impose tariffs on imports of other products. Someforeign governments, including China, have instituted retaliatory tariffs on certain U.S. goods andhave indicated a willingness to impose additional tariffs on U.S. products. Other countries, including
Mexico, have threatened retaliatory tariffs on certain U.S. products. Global trade disruption,
significant introductions of trade barriers and bilateral trade frictions, together with any future
downturns in the global economy resulting therefrom, could adversely affect the financial
performance of the Sub-Fund and its Investments. In particular, the U.S. and China have agreed to apartial trade deal with respect to their ongoing trade dispute. However, certain issues remainunresolved, which is expected to be an ongoing source of instability, potentially resulting insignificant currency fluctuations and/or have other adverse effects on international markets,
international trade agreements and/or other existing cross-border cooperation arrangements(whether economic, tax, fiscal, legal, regulatory or otherwise). While this dispute has already had
negative economic consequences on U.S. markets, to the extent this trade dispute escalates into a"trade war" between the U.S. and China, there could be additional significant impacts on theindustries in which the Sub-Fund participates and other adverse impacts on the Sub-Fund's
Investments. See also "Potential Implications of Brexit" above.
Risks Associated with the Sub-Fund's Portfolio Investments
Blind Pool of Portfolio Investments. An investment in the Sub-Fund is an investment in a "blindpool" platform, and therefore, Shareholders will generally not have the opportunity to evaluate orconsent to any Portfolio Investment prior to the Sub-Fund making such Portfolio Investment.
Equity Securities. The Sub-Fund intends to invest in common and preferred stock and other equity
and equity-linked securities, including both public and private equity securities. Equity securities
generally involve a high degree of risk and will be subordinate to the debt securities and otherindebtedness of the issuers of such equity securities. Prices of equity securities generally fluctuate
more than prices of debt securities and are more likely to be affected by poor economic or market
conditions. In some cases, the issuers of such equity securities may be highly leveraged or subject
to other risks such as limited product lines, markets or financial resources. In addition, actual andperceived accounting irregularities may cause dramatic price declines in the equity securities ofcompanies reporting such irregularities or that are rumored to be subject to accounting

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irregularities. The Sub-Fund may experience a substantial or complete loss on individual equity
securities.
Debt Portfolio Investments. The Sub-Fund is permitted to invest in loans and debt securities,
including higher yielding (and, therefore, higher risk) debt securities and credit-related instruments.
Such debt may be secured or unsecured and may be structurally or contractually subordinated to
substantial amounts of senior indebtedness. In the event of bankruptcy or liquidation of a borrower
or issuer of such securities, there may not be enough proceeds to repay the holders of suchindebtedness following repayment to the holders of senior indebtedness. Moreover, such debt
Portfolio Investments may not be protected by financial covenants or limitations upon additional
indebtedness and there is no minimum credit rating for such debt Portfolio Investments. In certain
cases, such debt may be rated below "investment grade" or may be unrated and face ongoing
uncertainties and exposure to adverse business, financial or economic conditions and the issuer's
failure to make timely interest and principal payments. Other factors may materially and adversely
affect the market price and yield of such debt Portfolio Investments, including investor demand,changes in the financial condition of the applicable Portfolio Entity, government fiscal policy anddomestic or worldwide economic conditions. A borrower or issuer may face significant ongoing
uncertainties and exposure to adverse conditions that may undermine its ability to make timely
payment of interest and principal. The market values of certain of these debt securities may reflect
individual corporate developments. It is likely that a major economic recession could have amaterially adverse impact on the value of such securities. In addition, adverse publicity and investor
perceptions, whether or not based on fundamental analysis, may also decrease the value andliquidity of these debt securities. In addition, the secondary market on which such debt instruments
are traded may be less liquid than the market for investment-grade securities, meaning such debt
instruments are subject to greater liquidity risk than investment-grade securities, and it may be
more difficult to hedge against the risks associated with such debt instruments. Such instruments
are regarded as predominantly speculative with respect to a borrower's or issuer's capacity to pay
interest and repay principal in accordance with the terms of the obligations and involve major risk
exposure to adverse conditions. Analysis of the creditworthiness of issuers of below investmentgrade and unrated debt instruments may be more complex than for issuers of higher-quality debt
obligations. In this regard, the Sub-Fund's success in achieving its investment strategies in respectof debt Portfolio Investments may therefore depend more heavily on the Investment Manager's
credit analysis than if the Sub-Fund invested primarily in higher-quality and rated securities.
Distressed Investments. The Sub-Fund may invest in securities of Portfolio Investments that are in
weak financial condition, experiencing poor operating results, having substantial financial needs ornegative net worth, facing special competitive or product obsolescence problems, or that are
involved in bankruptcy or reorganization proceedings, as applicable. Portfolio Investments of thistype involve substantial financial business risks that can result in substantial or total losses.
Portfolio Investments or prospective portfolio companies may be or may become involved inbankruptcy proceedings as may parent organizations of Portfolio Investments or prospective
portfolio companies that are within distressed industries or subject to distressed situations.
Bankruptcy or other insolvency proceedings are highly complex and may result in unpredictableoutcomes. The bankruptcy courts have extensive power and, under some circumstances, may alter
contractual obligations of a bankrupt company. Shareholders, creditors and other interested parties
are all entitled to participate in bankruptcy proceedings to attempt to influence the outcome for
their own benefit. A variety of factors may affect the bargaining position of holders of distressed
Portfolio Investments and may accordingly affect the outcome. The time required to conclude abankruptcy case is unpredictable, and may have a material impact on the value of a distressed
Portfolio Investment. It also frequently is a critical variable in determining the rate of return on a
distressed Portfolio Investment.

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Distressed Portfolio Investments require active monitoring and may, at times, require participationin business strategy or reorganization proceedings by the Sub-Fund. To the extent that the Sub-Fundbecomes involved in such proceedings, the Sub-Fund may have a more active participation in theaffairs of the issuer than that assumed generally by an investor. In addition, involvement by the SubFund in an issuer's reorganization proceedings (or by having representatives on a creditor'scommittee or on its board of directors) could result in the imposition of restrictions limiting the SubFund's ability to liquidate its position in the issuer.
The level of analytical sophistication, both financial and legal, necessary for successful investment
in companies experiencing significant business and financial difficulties is unusually high. There is no
assurance that the Sub-Fund will correctly evaluate the value of a Portfolio Entity's assets or theprospects for a successful reorganization or similar action. In any reorganization or liquidation
proceeding relating to a Portfolio Entity in which the Sub-Fund invests, the Sub-Fund may lose its
entire Portfolio Investment, may be required to accept cash or securities with a value less than the
Sub-Fund's original Portfolio Investment, and/or may be required to accept payment over an
extended period of time.
Credit Risk. One of the fundamental risks associated with investments in debt investments is credit
risk, which is the risk that an issuer will be unable to make principal and interest payments on its
outstanding debt obligations when due. The Sub-Fund's returns would be adversely impacted if a
Portfolio Entity becomes unable to make such payments when due. Financial strength and solvencyof an issuer are the primary factors influencing credit risk. In addition, lack or inadequacy ofcollateral or credit enhancement for a debt instrument may affect its credit risk. Credit risk may
change over the life of an instrument, and debt obligations, which are rated by rating agencies, areoften reviewed and may be subject to downgrade. "Interest rate risk" refers to the risks associatedwith market changes in interest rates. Interest rate changes may affect the value of a debt
instrument indirectly (especially in the case of fixed rate debt securities) and directly (especially inthe case of debt instruments whose rates are adjustable). In general, rising interest rates will
negatively impact the price of a fixed rate debt instrument and falling interest rates will have apositive effect on price. Adjustable rate instruments also react to interest rate changes in a similarmanner although generally to a lesser degree (depending, however, on the characteristics of thereset terms, including the index chosen, frequency of reset and reset caps or floors, among otherfactors). Interest rate sensitivity is generally more pronounced and less predictable in instrumentswith uncertain payment or prepayment schedules. In addition, interest rate increases generally will
increase the interest carrying costs to the Sub-Fund of borrowed securities and leveraged Portfolio
Investments.
Risks Associated with Investments in Infrastructure Assets. The Portfolio Investments will be
subject to the risks incidental to the ownership and operation of infrastructure projects, including
risks associated with the general economic climate, geographic or market concentration, the abilityof the Sub-Fund to manage the Portfolio Investment, government regulations and fluctuations ininterest rates. Since investments in infrastructure and similar assets, like many other types of longterm investments, have historically experienced significant fluctuations and cycles in value, specificmarket conditions may result in occasional or permanent reductions in the value of the Portfolio
Investments. Such specific market conditions could include, but are not limited to, the following: (i)demand for commodities, such as natural gas or minerals; (ii) impact of alternative technologies on
our business and cyber security attacks; (iii) ability to successfully identify, complete and integrateacquisitions; (iv) competition with other market participants; (v) construction or expansion or
projects, environmental damage and future capital expenditures; (vi) economic regulation andadverse regulatory decisions in the countries we operate, including nationalization or the impositionof new taxes; (vii) supply chain disruptions; and (viii) adverse claims or governmental rights orgovernmental rights asserted against the lands used for our infrastructure assets.
Regulatory and Legal Risks. Many, if not all, of the Portfolio Investments will be in entities or assets

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that are subject to substantial regulation by governmental agencies. In addition, their operations
may often rely on governmental licenses, concessions, leases or contracts that are generally very
complex and may result in disputes over interpretation or enforceability. If any Portfolio
Investments fail to comply with these regulations or contractual obligations, they could be subject
to monetary penalties or they may lose their rights to operate the underlying Infrastructure
Investments or both. Where their ability to operate an Infrastructure Investment is subject to aconcession or lease from the government, the concession or lease may restrict their ability tooperate the asset in a way that maximizes cash flows and profitability. The lease or concession may
also contain clauses more favorable to the government counterparty than a typical commercial
contract. For instance, the lease or concession may enable the government to terminate the leaseor concession in certain circumstances (such as a default by the Portfolio Entity) without requiring
it to pay adequate compensation. In addition, governments also may have the discretion to change(including by reducing rates or allowed rates of return) or increase regulation of the operations of
the Portfolio Investments or to implement laws, regulations or policies affecting their operations,separate from any contractual rights that the governments may have. Such new laws, regulations
or policies may require the Sub-Fund to restructure a Portfolio Entity or obtain additional licenses
or approvals, which such restructuring, licenses or approvals may be costly and cause delays inacquiring, disposing of or implementing change at such Portfolio Entity. Governments haveconsiderable discretion in implementing regulations and policies that could impact these Portfolio
Investments and may be influenced by political considerations and make decisions that materiallyand adversely affect such Portfolio Investments and their operations.
ESG Risks. The Sub-Fund's approach to ESG management as described in Section IV (Environmental,
Social and Governance (ESG) Management) of the Prospectus presents certain risks anduncertainties. While the Investment Manager undertakes to utilize the methods described in thisProspectus with respect to ESG issues, there is no guarantee that such methods will be successful
and such methods may change over time in response to market conditions, regulatory
considerations, legal requirements and other factors. There is a possibility that taking ESG
considerations into account may, in certain circumstances, cause the Sub-Fund to forego certain
investment opportunities that could have been financially beneficial for the Sub-Fund. Existing andproposed regulations relating to ESG matters in the U.S., the E.U. and other jurisdictions are evolving
and may have an adverse effect on the operations of the Sub-Fund and its Portfolio Investments.
Market Abuse. Any fraud, price manipulation, market abuse, or improper influence in markets inwhich the Sub-Fund directly or indirectly invests may have a material adverse effect on the SubFund. There can be no assurance that any form of regulation or any market constraints would
prevent fraud, price manipulation, market abuse, or improper influence in the future. Moreover,there can be no assurance that any redress would be available to, or would be practical for, the SubFund to pursue with respect to any particular fraud, price manipulation, market abuse, or improper
influence.
Public Infrastructure Risks. Portfolio Investments may control assets that constitute significant
strategic value to public or governmental bodies. Such assets may have a national or regional profileand may have monopolistic or oligopolistic characteristics. The very nature of these assets could
create additional risks not common in other industries. Given the national or regional profile and/or
irreplaceable nature of certain strategic assets, such assets may constitute a higher risk target for
terrorist acts or political actions, such as expropriation, which may negatively affect the operations,revenue, profitability or contractual relationships of Portfolio Investments. For example, in response
to public pressure and/or lobbying efforts by specific interest groups, government entities may put
pressure on Portfolio Investments to reduce toll rates, limit or abandon planned rate increases
and/or exempt certain classes of users from tolls. Given the essential nature of such services
provided by certain public infrastructure, there is also a higher probability that if an owner of such
assets fails to make such services available, users of such services may incur significant damage andmay be unable to replace the supply or mitigate any such damage, thereby heightening the risks of137

third-party claims. These assets are also impacted by the interests of local communities andstakeholders, which may affect the operation of such assets. Certain of these communities may haveor develop interests or objectives which are different from, or even in conflict with, the owners ofsuch assets.
Potential Risks Arising from Foreign Acquisitions of Infrastructure. There are several U.S. and nonU.S. rules and regulations concerning foreign investment in infrastructure that could impact thebusiness of infrastructure investments. The Committee on Foreign Investment in the United States("CFIUS") likely would consider the Sub-Fund to be a "foreign person". Consequently, Portfolio
Investments by the Sub-Fund involving the acquisition of, or investment in, a United States business(including a United States subsidiary of a company domiciled outside of the United States) likely will
be subject to CFIUS' jurisdiction. If CFIUS approval is required or warranted for a Portfolio
Investment, the CFIUS approval process may have significant impacts on transaction certainty,
timing, feasibility, and cost, among other things.
Expansive CFIUS reform legislation was enacted in 2018. This legislation, together with theimplementing regulations thereof, expanded the scope of CFIUS' jurisdiction to cover more types oftransactions and empowers CFIUS to scrutinize more closely investments in United Statescompanies that have a nexus to specified "critical technologies", "critical infrastructure", and"sensitive personal data", including certain non-controlling investments and investments involving
foreign limited partners or co-investors that may be deemed "non-passive". Moreover, various
countries outside the United States, as well as the E.U., continue to strengthen their own national
security investment clearance regimes.
In the event that CFIUS, or another foreign investment regulator, reviews a particular Portfolio
Investment, there can be no assurance that the Sub-Fund will be able to maintain or proceed withsuch Portfolio Investment on acceptable terms. Additionally, CFIUS, or another foreign investment
regulator, may seek to impose limitations on Portfolio Investments that may prevent the Sub-Fundfrom maintaining or pursuing investment opportunities that the Sub-Fund otherwise would havemaintained or pursued, which could adversely affect the performance of the Portfolio Investments
and thus the performance of the Sub-Fund. There can be no assurance that a Portfolio Company will
be able to (a) obtain all required CFIUS or other regulatory approvals that it does not yet have orthat it may require in the future; (b) obtain any necessary modifications to existing regulatory
approvals; or (c) maintain required regulatory approvals. Delay in obtaining or failure to obtain andmaintain in full force and effect CFIUS, or any other regulatory approvals, or amendments thereto,or delay or failure to satisfy any regulatory conditions or other applicable requirements could
prevent operation of a facility or sales to third parties or could result in additional costs to a Portfolio
Company and the Sub-Fund. In addition, heighted scrutiny of foreign investment in the United Statesand other countries may also make it more difficult for the Sub-Fund to identify suitable buyers forPortfolio Investments upon exit and may constrain the exit opportunities for a Portfolio Investment.
Environmental Risks. The operation of investments is subject to numerous statutes, rules andregulations relating to environmental protection. There is the possibility of existing or futureenvironmental contamination, including soil and groundwater contamination, as a result of thespillage of hazardous materials or other pollutants.
Under various environmental statutes, rules and regulations of the appropriate jurisdiction, acurrent or previous owner or operator of real property may be liable for non-compliance withapplicable environmental and health and safety requirements and for the costs of investigation,
monitoring, removal or remediation of hazardous materials. These laws often impose liability
whether or not the owner or operator knew of or was responsible for, the presence of hazardous
materials. Environmental statutes, rules and regulations can also change or a condition at a Portfolio
Entity can change and lead to liabilities or obligations that did not exist or were not foreseen at thetime of the investment. The presence of hazardous materials on a property could also result inpersonal injury, property damage or similar claims by private parties.
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Persons who arrange for the disposal or treatment of hazardous materials may also be liable for thecosts of removal or remediation of those materials at the disposal or treatment facility, whether or
not that facility is or ever was owned or operated by that person. Any liability of investments
resulting from non-compliance or other claims relating to environmental matters or any costs
related to coming into compliance could have a material adverse effect on the value of the Portfolio
Investments.
Unforeseen Events Risk. The use of infrastructure assets may be interrupted or otherwise affectedby a variety of events outside the Sub-Fund's control, including serious traffic accidents, natural
disasters (such as fire, floods, earthquakes and typhoons), man-made disasters (including terrorism),
defective design and construction, slope failure, bridge and tunnel collapse, road subsidence, toll
rates, fuel prices, environmental legislation or regulation, general economic conditions, labor
disputes and other unforeseen circumstances and incidents. Certain of these events have affected
toll roads, bridges, tunnels and other infrastructure assets in the past and if the use of theInfrastructure Investments operated by Portfolio Investments is interrupted in whole or in part forany period as a result of any such events, the revenues of such Portfolio Investments could be
reduced, the costs of maintenance or restoration could be increased and the overall publicconfidence in such Infrastructure Investments could be reduced. There can be no assurance thatsuch Portfolio Investments' insurance would cover liabilities resulting from claims relating to thedesign, construction, maintenance or operation of the toll roads, bridges, tunnels, dams or other
Infrastructure Investments, lost toll revenues or increased expenses resulting from such damage.
Transport Risk. The success of transportation companies are subject to a number of factors such as
exposure to contracted assets, risks in connection with re-contracting, and merchant exposure
where a portion of revenues are not contracted and may otherwise be subject to fluctuation.
Moreover, transportation companies are subject to a number of additional risks, including increased
competition in the transport sector, increased costs, and changes to existing concessions
agreements.
Toll Rates Risk. The Sub-Fund may invest in Portfolio Investments that derive substantially all of
their revenues from collecting tolls from users of roads, tunnels, bridges, rail networks, airports,
ferries or seaports. Users of the toll roads, tunnels, bridges, rail networks, airports, ferries orseaports operated by Portfolio Investments may react negatively to any adjustments to theapplicable toll rates or public pressure may cause relevant government authorities to challenge thetoll rates. Users may react adversely to toll rates, for example, by avoiding tolls or refusing to pay
tolls, resulting in lower traffic volumes and reduced toll revenues. In addition, adverse public opinion
or lobbying efforts by specific interest groups, could result in governmental pressure on Portfolio
Investments to reduce their toll rates or to forego planned rate increases. The Sub-Fund cannot
guarantee that government bodies with which Portfolio Investments have concession agreements
will not try to exempt certain vehicle types from tolls or negotiate lower toll rates. If public pressureor government action forces Portfolio Investments to restrict their toll rate increases or reduce theirtoll rates and they are not able to secure adequate compensation to restore the economic balanceof the relevant concession agreement, the Sub-Fund's business, financial condition and results ofoperations could be materially and adversely affected.
Renewable Power Risk. Renewable power companies are dependent upon factors such as available
water flows, wind conditions, weather conditions and technological primacy generally that may
significantly impact the performance of such companies and assets. Hydrology, wind and weather
conditions generally have natural variations from season to season and from year to year and may
also change permanently because of climate change or other factors. A natural disaster could impact
water flows and water rights are generally owned or controlled by governments that reserve theright to control water levels or may impose water-use requirements as a condition of license
renewal. Wind energy is highly dependent on weather conditions and, in particular, on windconditions. Moreover, technology use generally by renewable power companies is accompanied by139

the attendant costs of maintaining such technology while in use and subject to increased risks ofobsolescence associated with emerging and disruptive new technologies. Furthermore, these risks
may be exacerbated where assets are not winterized or otherwise built with technologies thatenable the asset to withstand extreme weather conditions.
Utility and Midstream Risk. Risks that are intrinsic to the utility and midstream infrastructure
sectors include difficulty in obtaining an adequate return on invested capital, difficulty in financing
large construction programs, restrictions on operations and increased cost and delays attributableto environmental considerations and regulation, difficulty in raising capital in adequate amounts on
reasonable terms in periods of high inflation and unsettled capital markets, technologicalinnovations that may render existing plants, equipment or products obsolete, the potential impactof natural or man-made disasters, exposure to health, safety and security risks, increased costs andreduced availability of certain types of fuel, occasionally reduced availability and high costs ofnatural gas for resale, the effects of energy conservation, the effects of a national energy policy andlengthy delays and greatly increased costs and other problems associated with the design,
construction, licensing, regulation and operation of utility and power generation facilities. There aresubstantial differences among the regulatory practices and policies of various jurisdictions and any
given regulatory agency may make major shifts in policy from time to time. There is no assurance
that regulatory authorities will, in the future, grant rate increases or that such increases will beadequate to permit the payment of dividends on common stocks issued by a utility or midstream
infrastructure company. Additionally, existing and possible future regulatory legislation may makeit even more difficult for utilities or midstream infrastructure enterprises to obtain adequate relief.
Governmental authorities may from time to time review existing policies and impose additional
requirements governing the licensing, construction and operation of power plants. Prolonged
changes in climatic conditions can also have a significant impact on both the revenues of an electricand gas utility as well as the expenses of a utility, particularly a hydro-based electric utility. Changes
in environmental conditions, such as hydrology and wind, could materially adversely affect thevolume of electricity generated at electric generating stations, which could materially impact
revenue and cash flow. Environmental conditions have natural variations from season to season andfrom year to year and may also change permanently because of climate change or other factors
outside of Brookfield's control.
The ownership, construction, operation and transition of new or existing utility and midstream
infrastructure companies carry an inherent risk of liability related to health, safety, security and theenvironment, including the risk of potential civil liability or of government-imposed orders toremedy unsafe conditions and/or to remediate or otherwise address environmental contamination
or damage. Portfolio Investments could also be exposed to potential penalties for contravention ofhealth, safety, security and environmental laws. In the ordinary course of business, owners of utility
and midstream infrastructure companies incur capital and operating expenditures to comply withhealth, safety, security and environmental laws to obtain licenses, permits and other approvals andto assess and manage related risks. The cost of compliance with these laws (and any future laws oramendments enacted) may increase over time and result in additional material expenditures.
Portfolio Investments may become subject to government orders, investigations, inquires and otherproceedings (including civil claims) relating to health, safety, security and environmental matters as
a result of which such Portfolio Investment's operations may be limited or suspended. The
occurrence of any of these events and any changes, additions to or more rigorous enforcement ofhealth, safety, security and environmental laws could have a material and adverse impact on a
Portfolio Investment's operations and result in additional material expenditures. Additional
environmental, health and safety issues relating to presently known or unknown matters may
require unanticipated expenditures, or result in fines, penalties or other consequences (includingchanges to operations) that may be material and adverse to the Portfolio Investments. Furthermore,in the ordinary course of business utility and midstream infrastructure companies are involved invarious legal actions that could expose such companies to liability for damages. The outcome withrespect to outstanding, pending or future actions cannot be predicted with certainty and may be140adverse to the Portfolio Investments and as a result could have a material adverse effect on such
Portfolio Investment's assets, liabilities, business, financial condition, results of operations and cash
flow. Such Portfolio Investments are subject to governmental or regulatory investigations from time
to time. Governmental and regulatory investigations, regardless of their outcome, are generally
costly, divert management attention and have the potential to damage the Sub-Fund and
Brookfield's reputation. The unfavorable resolution of any governmental or regulatory investigation
could result in criminal liability, fines, penalties and other monetary or non-monetary remedies andcould materially affect the Portfolio Investments or such Portfolio Investment's operations.
The following are examples of risks associated with certain industries within the utilities andmidstream sectors.
Electric. The electric utility industry consists of companies that are engaged principally in thegeneration, transmission and sale of electric energy, although many also provide other energyrelated services. In the past, electric utility companies, in general, have been favorably affected bylower fuel and financing costs and the full or near completion of major construction programs. In
addition, many of these companies have generated cash flows in excess of current operating
expenses and construction expenditures, permitting some degree of diversification into unregulated
businesses. Some electric utilities have also taken advantage of the right to sell power outside of
their traditional geographic areas. Electric utility companies have historically been subject to therisks associated with increases in fuel and other operating costs, high interest costs on borrowings
needed for capital construction programs, costs associated with compliance with environmental andsafety regulations and changes in the regulatory climate. As interest rates declined, many utilities
refinanced high-cost debt and in doing so improved their fixed charges coverage. Regulators,
however, lowered allowed rates of return as interest rates declined and thereby caused the benefitsof the rate declines to be shared wholly or in part with customers. In a period of rising interest rates,
the allowed rates of return may not keep pace with the utilities' increased costs.
The introduction of competition into the industry as a result of deregulation has at times resulted
in lower revenue, lower credit ratings, increased default risk and lower electric utility security prices.
Such increased competition may also cause long-term contracts, which electric utilities previously
entered into to buy power, to become "stranded assets" which have no economic value. Any loss
associated with such contracts must be absorbed by ratepayers and investors. In addition, someelectric utilities have acquired electric utilities overseas to diversify, enhance earnings and gain
experience in operating in a deregulated environment. In some instances, such acquisitions have
involved significant borrowings, which have burdened the acquirer's balance sheet. There is no
assurance that current deregulation proposals will be adopted. However, deregulation in any form
could significantly impact the electric utilities industry.
Gas. Gas transmission companies and gas distribution companies are undergoing significant
changes. Many companies have diversified into oil and gas exploration and development, making
returns more sensitive to energy prices. Gas utility companies have been adversely affected bydisruptions in the oil industry and have also been affected by increased concentration andcompetition.
In certain jurisdictions, acquisitions and dispositions in this industry might require regulatory
approvals and be subject to significant regulatory requirements. Obtaining any such approvals andcomplying with any such regulatory requirements may be costly and/or time-consuming to obtain.
Water. Water supply utilities are companies that collect, purify, distribute and sell water. In the U.S.
and around the world the industry is highly fragmented because most of the supplies are owned by
local authorities. Companies in this industry are generally mature and are experiencing little or no
per capita volume growth. Water supply utilities are subject to the risk of existing or futureenvironmental contamination, including, among others, soil and groundwater contamination as wellas the delivery of contaminated water, as a result of the spillage of hazardous materials or other141pollutants. Water supply utilities are also subject to the risk of increased costs, which may result
from a number of factors, including fluctuations in water availability or costs associated withdesalination.
Data Risk. There are a number of risks that are intrinsic to the data sector. For example, as there isa limited number of potential customers in this sector, the loss of one customer could materiallydecrease revenues and have an adverse impact on growth opportunities. In this regard,
consolidation among technology customers may result in decreased need for multiple networks ordata centers or a customer may decide to no longer outsource certain types of data infrastructure
or otherwise change its business model, in each case, which would have a material and adverse
effect on growth and revenues of companies in the data sector. Also, the emergence of new or
improved technologies could result in the demand for existing tower space, data centers and/or
fibers and thus reduce demand for new tower, data center and/or fiber leasing. In addition,
increased competition in the data sector may result in fewer opportunities and higher prices foracquisitions as well as put pressure on leasing rates for new and renewing customer tower, data
center and/or fiber leases. There can be no assurances that leases with current customers will not
be terminated or that they will be renewed or re-let on a timely basis or at favorable net effective
leasing rates.
Local zoning authorities and community organizations are often opposed to construction in theircommunities and these regulations can delay, prevent or increase the cost of new tower, data center
and/or system distribution construction and modifications. Existing regulatory policies may
materially and adversely affect the associated timing or cost of such projects and additional
regulations may be adopted which increase delays or result in additional costs, or that prevent
proposed projects in certain locations. See "Regulatory and Legal Risks" above.
Furthermore, if radio frequency emissions from wireless handsets or equipment on towers aredemonstrated to cause negative health effects, potential future claims could adversely affectoperations, costs and revenues.
Development and Construction Risk. The Sub-Fund may invest in projects that involve significant
construction or development, such as greenfield development, and therefore there is a risk thatsuch projects will not be completed within budget, within the agreed timeframe or to the agreed
specification (for example, due to an inability to obtain required permits or project financing or as aresult of delays following engagement with local stakeholders), which may result in significant
delays, increased costs or delays in the commencement of cash flow generation. Such unexpected
delays or costs may result in increased debt service costs and the inability of project owners to meetthe higher interest and principal repayments arising from the additional debt requirement. In
addition, there could be insufficient funds to complete construction. Delays in project completion
may also affect the scheduled cash flow necessary to cover the debt service costs and operation andmaintenance expenses. These risks may be mitigated by provisions in construction contracts forpayment of liquidated damages by the construction contractors. However, the Sub-Fund may notbenefit from such provisions and may be exposed to any losses not covered by such provisions or to
the financial failure of the contractors. In the event a development project is unsuccessful, expenses
incurred in connection with such development project, including those related to development
services provided by Brookfield or an affiliate thereof, may be borne by the Sub-Fund despite thatsuch development project did not proceed. As a result, with respect to Portfolio Investments by the
Sub-Fund in projects involving significant construction or development, any one of the foregoing
may undermine a Portfolio Entity's operations and, consequently, the Sub-Fund's ability to achieve
its objectives which would have contemplated successful execution of such construction and/or
development.
Demand and Usage Risk. Although the Sub-Fund expects to target assets with low demand, usage
and throughput risk, residual demand, usage and throughput risk can affect the performance ofPortfolio Investments. To the extent that the Sub-Fund's assumptions regarding the demand, usage142

and throughput of assets prove incorrect, returns to the Sub-Fund could be materially and adversely
affected.
Loss of Customers. Companies or assets within certain infrastructure sectors often derive asignificant portion of their revenue from a small number of customers, and the loss, consolidation
or bankruptcy or insolvency of any of such customers may materially decrease revenues and havean adverse impact on growth opportunities of such companies or assets and within such sectors.
Operational Risk. The long-term profitability of the assets in which the Sub-Fund invests will bedependent upon the efficient operation, maintenance and high availability of such assets. Inefficient
operations, maintenance and low availability may reduce returns to the Shareholders. Operations
are also subject to the risk of equipment failure due to wear and tear, latent defect, design error,
operator error, or early obsolescence, among other things, which could have a material adverse
effect on the assets, liabilities, business, financial condition, results of operations and cash flow ofPortfolio Investments.
New and Disruptive Technologies. The Sub-Fund may invest in Portfolio Investments that make useof older, sustaining or little to no technology, in which case, the value of any such Portfolio Entity
could be adversely impacted by competitors developing and/or utilizing new, disruptive
technologies. Further, competitors may implement such disruptive technologies over a period oftime during which the market, including Brookfield, is not aware of, or has access to, suchdevelopments. As a result, while Brookfield may seek to assist a Portfolio Entity with making
technological improvements, any such Portfolio Entity that does not utilize certain technologies forany reason may be at a competitive disadvantage and, as a result, the lack thereof of the adoptionof such technologies may have a material adverse effect on the Portfolio Entity or may even lead toan entire asset class becoming obsolete. The Sub-Fund may also invest in Portfolio Investments thatuse newly developed, less proven technologies. There is no guarantee that such new technologies
will perform as anticipated, especially in a field of rapidly changing technologies. The failure of atechnology to perform as anticipated or its obsolescence, due to the development and utilization of
new and disruptive technologies or otherwise, may materially and adversely affect the performanceof certain Portfolio Investments that invest in or use such technologies and certain Portfolio
Investments that do not benefit from such technologies.
Reliance on Portfolio Entity Management. With respect to management at the Portfolio Entity
level, many Portfolio Investments rely on the services of one or a limited number of key individuals,
the loss of any one of whom could significantly adversely affect the Portfolio Entity's performance;
the loss of one or more key individuals is further exacerbated in industries, sectors and fields where
technologies and the expertise to understand and develop such technologies is highly specialized,
which is expected to be the case with respect to certain Portfolio Investments made by the SubFund. There can be no assurance that the existing management team of a Portfolio Entity, or any
new team, will be able to successfully operate such Portfolio Entity or will meet the Sub-Fund's
expectations. Although the Investment Manager expects to monitor Portfolio Entity management,
management of each Portfolio Entity will have day-to-day responsibility with respect to the businessof such Portfolio Entity. In addition, certain Portfolio Investments may operate in highly regulated
environments, and the Sub-Fund will likely rely on the management teams to manage their activities
in a manner consistent with applicable laws and regulations and in a manner which will permit such
Portfolio Entity to maintain a quality reputation. If a Portfolio Entity acts inconsistently withapplicable laws and regulations or takes actions that cause such Portfolio Entity disrepute, suchactions may adversely affect the Sub-Fund, as an investor in the Portfolio Entity, and may damage
the Sub-Fund's reputation, which may adversely impact the Sub-Fund's ability to complete other
Portfolio Investments and the Sub-Fund's ability to realize its investment objective.
Labor Relations. Certain Portfolio Investments may have unionized work forces or employees whoare covered by a collective bargaining agreement, which could subject any such Portfolio Entity's
activities and labor relations matters to complex laws and regulations relating thereto. Moreover, a143

Portfolio Entity's operations and profitability could suffer if it experiences labor relations problems.
Upon the expiration of any Portfolio Entity's collective bargaining agreements, it may be unable tonegotiate new collective bargaining agreements on terms favorable to it, and its business operations
at one or more of its facilities may be interrupted as a result of labor disputes or difficulties anddelays in the process of renegotiating its collective bargaining agreements. A work stoppage at one
or more of a Portfolio Entity's facilities could have a material adverse effect on its business, resultsof operations and financial condition. Any such problems additionally may adversely affect the SubFund's ability to implement its investment objectives.
Impact of Natural or Man-Made Disasters; Disease Epidemics. Certain regions are at risk of being
affected by natural disasters or catastrophic natural events. Considering that the development of
infrastructure, disaster management planning agencies, disaster response and relief sources,
organized public funding for natural emergencies, and natural disaster early warning technology
may be immature and unbalanced in certain countries, the natural disaster toll on an individualPortfolio Entity or the broader local economic market may be significant. Prolonged periods may
pass before essential communications, electricity and other power sources are restored andoperations of the Portfolio Entity can be resumed. Portfolio Investments could also be at risk in theevent of such a disaster. The magnitude of future economic repercussions of natural disasters may
also be unknown, may delay the Sub-Fund's ability to invest in certain companies, and may
ultimately prevent any such Portfolio Investment entirely. Portfolio Investments may also be
negatively affected by man-made disasters. Publicity of man-made disasters may have a significant
negative impact on overall consumer confidence, which in turn may materially and adversely affectthe performance of Portfolio Investments, whether or not such Portfolio Investments are involvedin such man-made disaster.
In addition, certain illnesses spread rapidly and have the potential to significantly adversely affect
the global economy. Any outbreak of disease epidemics such as the severe acute respiratory
syndrome, avian influenza, H1N1/09, including most recently, COVID-19, or other similarly
infectious diseases may result in the closure or suspension of certain businesses, and could also
result in (a) the lack of availability or price volatility of raw materials or component parts necessary
to a Portfolio Entity's business; (b) disruption of regional or global trade markets and/or theavailability of capital or leverage; (c) trade restrictions which impact a Portfolio Entity's business;
and/or (d) a general economic decline and/or decline in the market applicable to any Portfolio
Entity, and have an adverse impact on the Sub-Fund's value, Portfolio Investments, or the SubFund's ability to source new Portfolio Investments. This type of market disruption may also make it
difficult to obtain a credit facility or to finance particular Portfolio Investments.
Climate Change. Ongoing changes to the climatic conditions in which the Sub-Fund operates andinvests may have an adverse impact on the Sub-Fund and its Portfolio Investments. While theprecise future effects of climate change are unknown, it is possible that changes in weather patterns
or extreme weather (such as floods, hurricanes and other storms) could, among other adverse
impacts, damage the Portfolio Investments. These changes, in addition to changes affecting
precipitation levels, hydrology, annual sunshine and/or wind levels could also influence power
generation levels. Reductions in precipitation levels, wind or sunlight could cause material andadverse impacts on the Portfolio Investments. If such reductions are significant, certain Portfolio
Investments may be rendered inoperable. Significant increases in precipitation levels or wind could
cause damage to the Portfolio Investments and create periods in which the Portfolio Investments
are inoperable. The adverse effects of climate change and related regulation at provincial or state,federal and international levels could have a material adverse effect on the business, financial
position, results of operations or cash flows of the Sub-Fund and the Portfolio Investments.
Notwithstanding that the Sub-Fund will make Portfolio Investments involved in mitigating theeffects of climate change, any of the foregoing could adversely affect the value of the Portfolio
Investments and the performance of the Sub-Fund.

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The Sub-Fund may be making Portfolio Investments that are heavily involved in alleviating theeffects of climate change. The business success of any such Portfolio Entity may be inextricably tied
to its ability to mitigate the effects of climate change, which may be challenging or unattainable.
Conversely, certain Portfolio Investments may, at the time of the Sub-Fund's Portfolio Investment,
and thereafter (including during the Sub-Fund's hold period), be considered "high risk" in terms of
their impact on their communities and the environment and may be actively creating negative
externalities on their local and global climates. Such "high risk" businesses may be subject toincreased regulatory scrutiny and government disincentives, each of which may change
unpredictably, which therefore may decrease the value of such Portfolio Entity.
Business Transformation. The Sub-Fund may make investments that seek to help transitionbusinesses, primarily within the utility, energy, industrial and technology sectors, towards net-zerobusiness models. There can be no guarantee that any of these investments will be successful in suchendeavor. As a result, such Portfolio Companies may not be able to achieve their impact objectives.
Additionally, should such Portfolio Companies achieve their transformation objectives, there can be
no assurance that such transformation from an impact perspective will necessarily result inincreased financial returns for the Sub-Fund. Any such investment may pursue a business
transformation toward a lower carbon business model at considerable time and financial expense,
which may, for a period of time (or indefinitely) result in financial losses, including due to the loss ofrevenue streams or business contracts. In the same vein, investments by the Sub-Fund in its Portfolio
Companies are expected to be particularly spread out over time, given that a significant part of the
Sub-Fund’s capital is expected to be used for purposes of development and capital expenditures.
Given that the Sub-Fund may be contractually obligated to continue to provide funding for a
Portfolio Company, irrespective of market movements, changing regulatory environments, andfluctuations in the price of commodities, among other emerging risks, such risks may have a greater
impact on the Sub-Fund than otherwise would be expected for investment funds with otherinvestment strategies. The Sub-Fund’s returns may be adversely impacted as a result.
Control Position. The Sub-Fund will generally seek investment opportunities that allow the SubFund to have significant influence on the management, operations and strategic direction of thePortfolio Investments in which it invests. The exercise of control and/or significant influence over acompany imposes additional risks of liability for environmental damage, product defects, failure tosupervise management and other types of liability in which the limited liability characteristic ofbusiness operations may generally be ignored. The exercise of control and/or significant influence
over a Portfolio Entity could expose the assets of the Sub-Fund to claims by such Portfolio Entity, its
security holders and its creditors. While the Board of Directors intends to manage the Sub-Fund ina way that will minimize exposure to these risks, the possibility of successful claims cannot be
precluded.
Board Participation. The Sub-Fund will generally seek control or co-control positions in Portfolio
Investments and will generally be represented on the boards of directors (or have its representatives
serve as observers to such boards of directors) of most of its Portfolio Investments as well as
positions on advisory, operating or similar committees of such Portfolio Investments. Although such
positions in certain circumstances may be important to the Sub-Fund's investment strategy and may
enhance the Sub-Fund's and the Investment Manager's ability to manage the Portfolio Investments,
they may also have the effect of impairing the Sub-Fund's ability to sell the related securities when,and upon the terms, it may otherwise desire, and may subject the Investment Manager and the SubFund to claims they would not otherwise be subject to as an investor, including claims of breach of
duty of loyalty, securities claims and other director related claims. In general, the Sub-Fund will
indemnify the Investment Manager and their representatives from such claims.
Minority Position and "Toe-hold" Investments. The Sub-Fund expects to make minority equity or
debt Portfolio Investments where the Sub-Fund may have limited influence. Such Portfolio

145

Investments may have economic or business interests or goals that are inconsistent with those of
the Sub-Fund and the Sub-Fund may not be in a position to limit or otherwise protect the value ofsuch Portfolio Investments. The Sub-Fund's control over the investment policies of such Portfolio
Investments may also be limited. This could result in the Portfolio Investments being frozen inminority positions that incur substantial losses. This could also prevent the Sub-Fund from realizing
the value of its Portfolio Investments and distributing proceeds in a timely manner.
If the Sub-Fund takes a minority position in publicly traded securities as a "toe-hold" investment,such publicly traded securities may fluctuate in value over the limited duration of the Portfolio
Investment in such publicly traded securities, which could potentially reduce returns toShareholders. While the Sub-Fund may seek to accumulate larger positions and/or incremental
economic exposure through open market purchases, registered tender offers, negotiatedtransactions, private placements, or equity derivatives (i.e. total return swaps), the Sub-Fund may
be unable to accumulate a sufficiently large position in a Portfolio Entity to execute its strategy. Insuch circumstances, the Sub-Fund may dispose of its position in the Portfolio Entity within a shorttime of acquiring it; there can be no assurance that the price at which the Sub-Fund can sell suchsecurities will not have declined since the time of acquisition. Moreover, this may be exacerbatedby the fact that securities of the companies that the Sub-Fund may target may be thinly traded andthat the Sub-Fund's position may nevertheless have been substantial, although not controlling, andits disposal may depress the market price for such securities.
Additionally, from time to time the Sub-Fund may make a toe-hold Portfolio Investment in publicly
traded securities as part of a potential broader, longer-term investment strategy, and as a result,
the Sub-Fund may keep certain information related to such Portfolio Investments confidential due
to certain disclosure and regulatory related considerations.
Investments in Derivatives. In addition to the activities described in "Hedging Transactions" above,
the Sub-Fund may use swaps, including credit default and total return swaps, and other over‐the‐counter derivative instruments or participations to leverage, access or enhance Portfolio
Investments, in each case in circumstances in which such derivatives are intended to resemble, as
closely as possible, the economic rights that could otherwise be obtained directly. The special risks
associated with these obligations include: (a) the possible invalidation of an investment transaction
as a fraudulent conveyance under relevant creditors' rights laws; (b) adverse consequences resulting
from participating in such instruments with other institutions with lower credit quality;(c) limitations on the ability of the Sub-Fund or the Investment Manager to directly enforce its rights
with respect to instruments; (d) a secondary trading market that is not generally well developed,
which may make it difficult to value or dispose of such instruments quickly or at a fair price; and(e) since the holder of such an instrument generally has no contractual relationship directly with theunderlying Portfolio Entity, the Sub-Fund may have to rely upon a third-party to take actions andprovide information in respect of such company. See "Minority Position and 'Toe-hold' Investments"
above.
Other Investment Techniques and Instruments. The Sub-Fund may employ other investment
techniques and invest in other instruments that the Sub-Fund believes will help achieve the SubFund's investment objective, whether or not such investment techniques or instruments are
specifically described herein. In addition, if the Sub-Fund believes that suitable investment
opportunities present themselves to transact on attractive terms, the Sub-Fund may also consider
the acquisition of such Portfolio Investments in the form(s) described herein or other types which
are consistent with the Sub-Fund's investment objectives. Consistent with its investment objective,
the Sub-Fund may invest in financial instruments of any and all types, which exist now or are
hereafter created.
Terms of Co‐Investments. To the extent the Investment Manager determines that an investment
opportunity that is to be offered to and executed on by the Sub-Fund exceeds the amountappropriate for the Sub-Fund (which will, in many cases, be less than the maximum concentration
146

permitted by the investment restrictions), the Investment Manager may, in its discretion, offer toone or more third parties (including, in each case, Brookfield affiliate or employees and Brookfieldmanaged entities and/or clients or potential clients, strategic or other investors) the ability toparticipate in such opportunity as a co-investor on such terms and conditions (including fees) as theInvestment Manager determines. In addition, the Investment Manager expects to offer potential
co-investment opportunities to one or more persons that are potentially of strategic benefit to theapplicable investment opportunity or the Sub-Fund irrespective of whether the available investment
opportunity exceeds the amount appropriate for the Sub-Fund.
The terms and conditions of any co-investment opportunity offered by the Investment Manager will
be determined by the Investment Manager in its discretion. Such terms and conditions may not inall cases be beneficial to the Sub-Fund.
Shareholders are not required to participate in co-investments offered by the Investment Manager,
if any, and there can be no assurance that any co-investment opportunity will be made available inconnection with the Sub-Fund. Subject to any priority co-investment rights granted to certain
Shareholders, decisions regarding whether and to which Shareholders to offer co-investment
opportunities are made at the discretion of the Investment Manager and are based on a number offactors, including a Shareholder's expressed interest in co-investments, the size of such
Shareholder's investment in the Sub-Fund (or to other Brookfield Accounts), the Investment
Manager's assessment of such Investment Manager ability to both fund and timely execute such coinvestment, a Investment Manager's willingness to pay fees, carried interest or other performancecompensation and broken deal expenses and the Investment Manager's strategic value to the SubFund, any other current or prospective Brookfield portfolio company or Brookfield itself. Nothing inthis Prospectus constitutes a guarantee or projection of the availability of future co-investment
opportunities. Investing in the Sub-Fund does not entitle any Shareholder to allocations of coinvestment opportunities or should be deemed to provide any right for a Shareholder to be offeredor otherwise participate in a co-investment. Without limiting the generality of any of the foregoing,in circumstances where the Investment Manager determines to offer co-investment opportunities,
as a result of applicable jurisdiction-specific laws, the Investment Manager may not be permitted tooffer all or certain co-investment opportunities to Shareholders located or established in certain
jurisdictions, or, where such offer is permitted, the Investment Manager may determine not to offer
all or certain co-investment opportunities to certain Shareholders if doing so would subject the coinvestment vehicle, the Sub-Fund, the Shareholders, the Investment Manager or Brookfield toadditional regulatory, tax, filing, registration or other obligations. As a consequence of the above,some Shareholders may not be able to participate in some or all of the co-investment opportunities
offered by the Investment Manager. Past performance is not necessarily indicative of future results
and the actual number of co-investment opportunities made available to Shareholders may besignificantly higher or lower than those made available in connection with any prior investments
made by Brookfield and other existing Brookfield Accounts.
The Investment Manager or its respective affiliate intends to charge certain management fees,
administrative fees, one-time funding, acquisition or co-investment fees and/or carried interest (orother performance compensation) in respect of co-investments, and fee income attributable to coinvestments is not expected to be shared by the Investment Manager with the Sub-Fund or coinvestors. However, the Sub-Fund may be required to bear all broken deal costs associated with aco-investment where a portion of an investment is expected to be sold to co-investors after closing
and such acquisition falls through or if co-investors otherwise are unwilling to bear such costs.
Shareholders' returns with respect to co-investment opportunities may differ from or exceed
Shareholders' returns with respect to the Sub-Fund, particularly for investors in co-investment
opportunities whose investment will be subject to reduced management fees, carry distributions orsimilar compensation payable to the Investment Manager or its affiliates. Similarly, if a co-investor
utilizes a different currency hedging strategy from the Sub-Fund in connection with a Portfolio
Investment denominated in a currency other than Euros, currency fluctuations and fees and147

expenses associated with any hedging transaction will result in different returns for such co-investor
and the Sub-Fund. The performance of co-investments is not aggregated with that of the Sub-Fund,
including for purposes of determining the Investment Manager's Management Fees (which shall
include Variable Management Share distributions).
Furthermore, from time-to-time, Brookfield intends to enter into a voting agreement with one ormore other Brookfield Accounts alongside which the Sub-Fund is invested, which, among otherthings, would allocate (upon such Brookfield Account’s election), directly or indirectly, certain voting
rights of the Sub-Fund or the Investment Manager with respect to the Sub-Fund or with respect toone or more properties or portfolio companies to such affiliates. However, for the avoidance of
doubt, Brookfield will in all circumstances control the Sub-Fund.
See also "Allocation of Co-Investments" and "Co-Investment Expenses".
Public Company Securities. The Sub-Fund may hold securities traded on public markets, subject tothe limitations set forth in the Articles. Portfolio Investments in such securities may involve different
risks than those associated with investments in securities that are not traded on public markets.
Among those risks are (a) increased disclosure requirements; (b) greater volatility; (c) increased
likelihood of shareholder litigation; (d) restrictions on timing of disposition; and (e) increased
compliance costs.
In the event that the Sub-Fund invests in distressed public securities, among the problems involvedin such Portfolio Investments is the fact that it frequently may be difficult to obtain information as
to the conditions of such troubled issuers. The market prices of such securities are also subject toabrupt and erratic market movements and above average price volatility, and the spread between
the bid and asked prices of such securities may be greater than normally expected. It may take anumber of years for the market price of such securities to reflect their intrinsic value.
Private Securities. Many of the Sub-Fund's Portfolio Investments will involve private securities,
which are generally more difficult to sell than publicly traded securities, as there is often no liquidmarket, which may result in selling interests at a discount. In addition, private securities generally
are more difficult to value than publicly traded securities as such valuations are inherently uncertain.
The determinations of value in accordance with procedures established by the Investment Manager
and the terms of the Articles may differ materially from the values that would have been used if anactive market and market quotations existed for such investments. In connection with thedisposition of an investment in private securities, the Sub-Fund may agree to purchase adjustments
and may be required to make representations about the business and financial affairs of thePortfolio Entity typical of those made in connection with the sale of a business. The Sub-Fund may
be obligated to fund such purchase price adjustments and also may be required to indemnify thepurchasers of such Portfolio Investment to the extent that any such representations turn out to beinaccurate. These arrangements may result in the incurrence of contingent liabilities that may
ultimately yield funding obligations that must be satisfied prior to distributions being made to the
Shareholders.
Risks of Investing in Emerging and Developing Markets. The Sub-Fund may make Portfolio
Investments in emerging or developing markets. The risks associated with global investing are
magnified in such markets. The depth, liquidity, sales volume and stability of other markets are
significantly lower in emerging and developing markets as compared to the U.S., Canada or Western
Europe. Furthermore, political and economic structures in countries with emerging or developing
economies or stock markets generally lack the social, political and economic stability characteristicof more developed countries. This instability may result from, among other things, the following:(a) authoritarian governments or military involvement in political and economic decision-making,including changes in government through extra-constitutional means and the imposition orstrengthening of controls on non-U.S. investment and/or repatriation of capital and income;(b) popular unrest associated with demands for improved political, economic and social condition;148

(c) internal insurgencies; (d) hostile relations with neighboring countries; (e) ethnic, religious andracial disaffection; (f) higher levels of corruption of government officials and corporate officers; and(g) interference into political and government affairs by powerful economic groups. This social,political and economic instability significantly increases the risk of, and could significantly andadversely affect the value of, Portfolio Investments in emerging or developing markets.
In addition, governments in certain countries participate to a significant degree in their economies
through ownership interests and/or regulation. With respect to certain countries, there may also be
the possibility of expropriation, confiscatory taxation or other protectionist measures or diplomaticdevelopments that could affect investments in those countries. Repatriation of investment income,capital and the proceeds of sale may require governmental registration and approval in someemerging or developing market countries.
Furthermore, some emerging and developing market countries have laws and regulations that
require government approval under certain circumstances, including under corporate, securities,
currency control and other similar laws and may require financing and structuring alternatives thatdiffer significantly from those customarily used in more developed countries. The process ofobtaining these approvals may require a significant expenditure of time and resources. In certain
countries, such laws and regulations have been subject to unpredicted and frequent changes,
potentially exposing the Sub-Fund to taxes, restrictions and other obligations that were notanticipated at the time of initial investment.
Investments in New Jurisdictions. The Sub-Fund is intended to be global in nature and therefore
may make Portfolio Investments in countries, territories and other jurisdictions in which the SubFund, the Investment Manager or Brookfield may not have significant experience or expertise. While
the Sub-Fund intends to mitigate this risk by engaging applicable service providers and personnel
with the requisite experience and expertise, there is no guarantee that such persons will adequately
protect the Sub-Fund and its Portfolio Investments from the risks that may be prevalent in suchjurisdictions.
Investment in Nonperforming or Troubled Assets. The Sub-Fund may make Portfolio Investments
in nonperforming or troubled assets or businesses that involve a degree of financial risk and there
can be no assurance that the Sub-Fund's internal rate of return objectives will be realized or that
there will be any return of capital. Furthermore, Infrastructure Investments operating in workout
modes or under Chapter 11 of the Bankruptcy Code may, in certain circumstances, be subject toadditional potential liabilities that could exceed the value of the Sub-Fund's original Portfolio
Investment, including equitable subordination and/or disallowance of claims or lender liability. In
addition, under certain circumstances, payments to the Sub-Fund and distributions by the Sub-Fundto the Shareholders may be reclaimed if any such payment or distribution is later determined tohave been a fraudulent conveyance or a preferential payment under applicable law.
Risks Related to Investment Structure. Securities of various Portfolio Investments are also subject
to a number of risks, which will be dependent in part on the structure of the Portfolio Entity (forexample, corporation, partnership, etc.) and the structure of the securities (for example, common
equity, preferred equity, secured and unsecured debt and senior or junior debt, etc.). The
performance of securities may depend in part on liquidity, market support, price volatility, and therelative rights of more senior and junior stakeholders, among other things. The business,creditworthiness, tax position, and effectiveness and stability of management of a Portfolio Entity,
as well as general and specific financial, business and economic conditions, may also have an effecton the value of securities.
Accounting Standards. The Sub-Fund is using IFRS accounting standards for the calculation of its net
asset value, its valuation and the establishment of its audited annual report. The Sub-Fund's
accounting standards may not correspond to the accounting standards of other underlying entities,
resulting in different financial information appearing on their respective financial statements.
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Information available to Shareholders in the Sub-Fund's audited annual report may differ frominformation available in the financial statements of underlying entities, including operations,financial results, capitalization and financial obligations, earnings and securities.
Risks Relating to Due Diligence of Portfolio Investments. Before making Portfolio Investments, theSponsor will conduct due diligence that it deems reasonable and appropriate based on the facts andcircumstances known at that time. Due diligence may entail evaluation of important and complex
business, financial, tax, accounting, environmental, social, governance, real property and legal
issues. When conducting due diligence and making an assessment regarding an Investment, theSponsor will rely on the resources available to it, including information provided by the counterparty
and, in some circumstances, third-party investigations. However, representations made by acounterparty could be inaccurate, and third-party investigations may not uncover risks. As a result,due diligence investigations conducted with respect to any investment opportunity may not reveal
or highlight all relevant facts necessary or helpful to make the investment decision. Moreover, suchan investigation will not necessarily result in a Portfolio Investment being successful. There can be
no assurance that attempts to provide downside protection with respect to a Portfolio Investment,
including pursuant to risk management procedures described in this Prospectus, will achieve their
desired effect and potential investors should regard an investment in the Sub-Fund as being
speculative and having a high degree of risk. There can be no assurance that the Investment
Manager will be able to detect or prevent irregular accounting, employee misconduct or otherfraudulent practices during the due diligence phase or during its efforts to monitor an Investment
on an ongoing basis or that any risk management procedures implemented by the Investment
Manager will be adequate.
Consultants, legal advisors, appraisers, accountants, investment banks and other third parties may
be involved in the due diligence process and/or the ongoing operation of the Sub-Fund's Portfolio
Entities to varying degrees. For example, certain asset management, finance, administrative andother similar functions may be outsourced to a third-party service provider whose fees and expenses
will be borne by the Portfolio Entities or the Sub-Fund and will not offset fees payable to thePortfolio Manager. Such involvement of third-party advisors or consultants may present a numberof risks primarily relating to the Investment Manager's reduced control of the functions that areoutsourced. In addition, if the Investment Manager is unable to timely engage third-party providers,
its ability to evaluate and acquire more complex targets could be adversely affected.
Expedited Transactions. Investment analyses and decisions by the Sponsor may frequently berequired to be undertaken on an expedited basis to take advantage of investment opportunities. In
such cases, the information available to the Sponsor at the time of making an investment decision
may be limited, and the Sponsor may not have access to detailed information regarding assets.
Therefore, no assurance can be given that the Sponsor will have knowledge of all circumstances that
may adversely affect a Portfolio Investment at the time the investment decision is made, and theSub-Fund may make Investments which it would not have made if more extensive due diligence had
been undertaken.
Portfolio Entity Liabilities. Liabilities of Portfolio Entities, including those related to activities that
occurred prior to the Sub-Fund's investment therein, could have an adverse impact on the Sub-Fund.
For example, various jurisdictions permit certain classes of creditors and government authorities tomake claims (including, by way of example only, environmental, consumer protection, antitrust andpension and labor law matters and liabilities) against shareholders of a company if the company
does not have resources to pay out the claim. The Sub-Fund could, as a result, become liable forcertain classes of claims against its Portfolio Entities. Finally, it is possible that creditors of Portfolio
Entities owned by Other Brookfield Accounts may seek to make certain claims (including, by way of
example only, environmental, consumer protection and pension/labor law matters and liabilities)
against the Sub-Fund due to its common control relationship with Other Brookfield Accounts. The
laws of certain jurisdictions provide not only for carve-outs from limited liability protection for a

150

Portfolio Entity that has incurred certain liabilities, but also for recourse to assets of other entities
under common control with, or that are part of the same economic group as, such company. For
example, if a Portfolio Entity of the Sub-Fund or an Other Group Account is subject to bankruptcy or
insolvency proceedings in a jurisdiction and is found to have liabilities under the local consumer
protection laws, the laws of that jurisdiction may permit authorities or creditors to file a lien on, or
to otherwise have recourse to, assets held by entities under common control or that form part ofthe same economic group, potentially including Portfolio Entities of the Sub-Fund.
Risks from Operations of Other Portfolio Entities. The Sub-Fund and Other Brookfield Accounts
have made and will continue to make investments in Portfolio Entities that have operations andassets in many jurisdictions around the world. It is possible that the activities of one Portfolio Entity
may have adverse consequences on one or more other Portfolio Entities (including the Sub-Fund's
Portfolio Entities), even in cases where the Portfolio Entities are held by Other Brookfield Accounts
and have no other connection to each other. For example, a violation of a rule by a Portfolio Entityof an Other Group Account could prevent the Sub-Fund or one of its Portfolio Entities from obtaining
a permit, or have other adverse consequences.
Risk associated with an investment in the Sub-Fund
Absence of Operating History. The Sub-Fund is being established in connection with this offeringand has no prior operating history upon which a prospective investor can evaluate the likely
performance of the Sub-Fund. The past investment performance of predecessor funds to the SubFund, any other Brookfield Account (including any investments made thereby) or any investments
managed by predecessor funds to the Sub-Fund, Brookfield or the officers or other investment
professionals of Brookfield cannot be construed as any indication of the future results of aninvestment in the Sub-Fund. Although certain officers and other investment professionals ofBrookfield, both individually and together, have experience investing in infrastructure transactions,
their past experience cannot be relied upon as an indicator of the ability of the Sub-Fund to executeon its investment strategy and achieve its investment objectives. While the Sub-Fund intends tomake Portfolio Investments that have estimated returns commensurate with the uncertainties
involved, there can be no assurance that the Sub-Fund will be able to implement its investment
strategy or achieve its investment objectives or that any Shareholders will receive a return of capital.
Shareholders should have the ability to sustain the loss of their entire investment in the Sub-Fund.
Reliance on Management. The success of the Sub-Fund depends in substantial part upon the skill
and expertise of the investment professionals who will be providing investment advice with respect
to the Sub-Fund. There can be no assurance that these key investment professionals will continue
to be associated with the Sub-Fund, the Investment Manager or Brookfield throughout the life of
the Sub-Fund. In addition, the key investment professionals and others within Brookfield devotetheir time and attention to Brookfield and various investments and investment products ofBrookfield, which includes the activities of the Sub-Fund. While certain investment professionals will
devote such time as they believe is reasonably required to the Sub-Fund, the composition of theteam dedicated to the Sub-Fund may change from time to time without notice to the Shareholders.
Furthermore, while such investment professionals may continue to be associated with theInvestment Manager, the Sub-Fund or Brookfield, they may move between the different businessgroups within Brookfield and no longer be responsible for providing investment advice with respect
to the Sub-Fund. Accordingly, the make-up of the pool of investment professionals (including, incertain circumstances, members of the Investment Committee) with responsibility for theinvestment strategy of the Sub-Fund may evolve over time. The loss of key personnel, including asa result of the employment of such personnel by Portfolio Investments, could have a material
adverse effect on the Sub-Fund's ability to realize its investment objectives.
Operational Risk. The Sub-Fund is subject to operational risk, including the possibility that errors
may be made by the Investment Manager, the Management Partner, the Sub-Fund's service
providers (including third-party fund administrators) or any of their respective affiliates in certain151

transactions, calculations or valuations on behalf of, or otherwise relating to, the Sub-Fund.
Shareholders may not be notified of the occurrence of an error or the resolution of any error.
Generally, the Investment Manager, the Sub-Fund, the Sub-Fund's service providers and any of theirrespective affiliates will not be held accountable for such errors, and the Sub-Fund may bear losses
resulting from such errors.
Risk of Unsuccessful Exit Strategies. The Sub-Fund may opportunistically sell, publicly list, distributeor otherwise dispose of Portfolio Investments at any time. It is not possible to predict whether aparticular exit strategy will be advantageous or available at the appropriate time. If the Sub-Fundfails to execute an exit strategy successfully prior to the liquidation of the Sub-Fund, the Sub-Fund
may be forced to liquidate its assets on terms less favorable than anticipated and the proceeds fromthese Portfolio Investments and the remaining Portfolio Investments may be materially andadversely affected.
Illiquid and Long-Term Investments. Although Portfolio Investments are expected to generate someamount of income, Portfolio Investments will be held for an indefinite period of time and the returnof capital and the realization of gains, if any, from a Portfolio Investment generally will most likely
occur only upon the partial or complete disposition of such Portfolio Investment. While a Portfolio
Investment may be sold at any time, it is generally expected that the sale of a substantial portion of
the Portfolio Investments will not occur for a number of years after such Portfolio Investments are
made. Since the Portfolio Investments targeted by the Sub-Fund are generally not liquid, it is unlikelythat there will be a public market for certain of the securities or debt instruments held by the SubFund and such securities or debt instruments may require a substantial length of time to liquidate.
The Sub-Fund generally will not be able to sell these securities or debt instruments publicly unlesstheir sale is registered under applicable securities laws or unless an exemption from suchregistration requirements is available. In addition, in some cases, the Sub-Fund may be prohibitedor limited by contract from selling certain securities or debt instruments for a period of time and as
a result, may not be permitted to sell a Portfolio Investment at the time it might otherwise desire
to do so.
Projections. The Sub-Fund will make Portfolio Investments based upon projections developed by
the Investment Manager or a Portfolio Entity concerning a Portfolio Entity's future performance,outcome and cash flow. Because projections are inherently subject to uncertainty and factors
beyond the control of the Investment Manager and the Portfolio Entity, investors have no assurance
that the Portfolio Investments will yield the returns expected by the Sub-Fund's management. The
inaccuracy of certain assumptions, the failure to satisfy certain requirements and the occurrence ofother unforeseen events could impair the ability of a Portfolio Entity to realize projected values,
outcomes and cash flow. In addition, subsequent to the Sub-Fund's acquisition of a particular
Portfolio Investment, management or the Investment Manager may adjust projected returns toreflect changes in market conditions or based upon other relevant facts and circumstances.
Valuation Risk. Given the nature of the Sub-Fund's proposed Portfolio Investments, the Sub-Fund
may rely upon the AIFM for valuation of certain of the Sub-Fund's assets, including in connection
with the distribution of illiquid securities upon the liquidation of the Sub-Fund. The AIFM may
engage qualified valuation professionals to assist in this determination; however, it is not always
required to do so. Given the nature of the proposed Portfolio Investments and the significant
uncertainty and volatility in the current financial markets due to COVID-19, valuation of assets may
be difficult. There may be a relative scarcity of market comparables on which to base the value ofthe Sub-Fund's assets. Additionally, the ultimate extent of the economic impact of COVID-19 will
depend on future developments, which are highly uncertain and cannot be predicted at this time.
See also "Public Health Risk" above. As such, any such valuations may be speculative.
Valuations. For the purposes of calculating the Sub-Fund's monthly NAV, the Sub-Fund's Portfolio
Investments will generally initially be valued at cost based on the Sub-Fund's percentage ownershipof such Investment, which the Sub-Fund expects to represent fair value at that time; however, to152the extent the AIFM does not believe an Investment's cost reflects the current market value, theInvestment Manager may adjust such valuation. Thereafter, valuations of Portfolio Investments will
be determined by the Investment Manager and based in part on appraisals of each of the Sub-Fund's
Portfolio Investments by independent third-party appraisal firms reviewed by the AIFM (as the SubFund's independent valuation advisor) in accordance with the Valuation Policy. Annual appraisals
may be delayed for a short period in exceptional circumstances. Certain investments, such asmortgages, preferred stock and mezzanine loans, are unlikely to have market quotations. In the caseof loans acquired by the Sub-Fund, such initial value will generally be the acquisition price of suchloan. In the case of loans originated by the Sub-Fund, such initial value will generally be the par valueof such loan. Each such Investment will then be valued by the Investment Manager. Additionally, theInvestment Manager may in its discretion, but is not obligated to, consider material market data andother information (as of the applicable month-end for which NAV is being calculated) that becomes
available after the end of the applicable month in valuing the Sub-Fund's assets and liabilities andcalculating the Sub-Fund's NAV.
For more information regarding the Sub-Fund's valuation process, see Part X (Calculation of Net Asset
Value) of this Sub-Fund Supplement.
Within the parameters of the Valuation Policy, the valuation methodologies used to value the SubFund's Portfolio Investments may involve subjective judgments and projections and may not be
accurate. Valuation methodologies will also involve assumptions and opinions about future events,
which may or may not turn out to be correct. Valuations and appraisals of the Sub-Fund's Portfolio
Investments will be only estimates of fair value. Because these fair value calculations will involve
significant professional judgment in the application of both observable and unobservable attributes,
the calculated fair value of the Sub-Fund's assets may differ from their actual realizable value or
future fair value. Ultimate realization of the value of an asset depends to a great extent on economic,
market and other conditions beyond the Sub-Fund's control and the control of the Investment
Manager and the AIFM (as the Sub-Fund's independent valuation advisor). Further, valuations do
not necessarily represent the price at which an asset would sell, since market prices of assets canonly be determined by negotiation between a willing buyer and seller. As such, the carrying value ofan asset may not reflect the price at which the asset could be sold in the market, and the difference
between carrying value and the ultimate sales price could be material. In addition, accuratevaluations are more difficult to obtain in times of low transaction volume because there are fewer
market transactions that can be considered in the context of the appraisal. There will be no
retroactive adjustment in the valuation of such assets, the offering price of the Sub-Fund's Shares,
the price the Sub-Fund paid to redeem Shares or NAV-based or performance-based fees it paid,
directly or indirectly, to the Investment Manager to the extent such valuations prove to notaccurately reflect the realizable value of the Sub-Fund's assets. While the Sub-Fund believes its NAV
calculation methodologies are consistent with standard industry practices, there are othermethodologies available to calculate NAV. As a result, other Brookfield private funds may use
different methodologies or assumptions to determine NAV.
Listed Share Risk. One or more Share Classes may be listed on a recognised stock exchange andtherefore holders of such Shares may bear additional risks to holders of unlisted Shares. Holders oflisted Shares may be required to pay fees, costs and expenses greater than their unlisted
counterparts in connection with such Shares being listed. While holders of listed Shares may freelytransfer their listed Shares on a recognised stock exchange, such Shareholders should be aware that
there may be no or a limited market for such Shares, particularly depending the relevant economic
conditions and so the liquidity and price on such stock exchange of such listed Shares may vary fromtime to time, including such that they trade at a discount to their prevailing NAV. Shareholders
should note that, to the extent any Shares are listed, it is expected that they will be freelytransferable and so there is a risk that certain holders of such listed Shares may be Prohibited
Persons whose status as Shareholders may cause harm to the Fund. Holders of listed Shares should
be aware that the relevant stock exchange may have rules, in addition to the terms governing the153Sub-Fund, which affect how such Shareholders may deal with their listed Shares. In particular, suchstock exchange may, in circumstances, be permitted to suspend the trading of such Shares such that
holders of listed Shares may not be able to trade them with a third party. Shareholders should also
note that, to the extent they hold listed Shares, they may be converted to unlisted Shares, and to
the extent they hold unlisted Shares, they may be converted to listed Shares, in each case inaccordance with the terms of this Prospectus.
Limitations of NAV. The methods used by the Sub-Fund to calculate the Sub-Fund's NAV, including
the components used in calculating the Sub-Fund's NAV, is not prescribed by rules of the CSSF, theSEC or any other regulatory agency. Further, there are no accounting rules or standards thatprescribe which components should be used in calculating NAV, and the Sub-Fund's NAV is not
audited by the Sub-Fund's independent registered public accounting firm. The Sub-Fund calculates
and publishes NAV solely for purposes of establishing the price at which the Sub-Fund sells andredeems Shares, and you should not view the Sub-Fund's NAV as a measure of the Sub-Fund's
historical or future financial condition or performance. The components and methodology used in
calculating the Sub-Fund's NAV may differ from those used by other companies now or in the future.
In addition, calculations of the Sub-Fund's NAV, to the extent that they incorporate valuations of the
Sub-Fund's assets and liabilities, are not prepared in accordance with IFRS. These valuations may
differ from liquidation values that could be realized in the event that the Sub-Fund were forced tosell assets.
Additionally, errors may occur in calculating the Sub-Fund's NAV, which could impact the price atwhich the Sub-Fund sells and redeems its Shares (as well as the fees payable to the Investment
Manager by the Master Fund and Underlying Fund). The AIFM has implemented certain policies andprocedures to address such errors in NAV calculations. If such errors were to occur, the Investment
Manager depending on the circumstances surrounding each error and the extent of any impact theerror has on the price at which Shares were sold or redeemed or on the amount of the Investment
Manager's management fee, may determine in its sole discretion to take certain corrective actions
in response to such errors, including, subject to Brookfield's policies and procedures, making
adjustments to prior NAV calculations. You should carefully review the disclosure of the Valuation
Policy and how NAV will be calculated Part X (Calculation of Net Asset Value) of this Sub-Fund
Supplement.
Expense Allocations. Subject to the terms and conditions set forth in the Articles, it is generally
expected that the Shareholders will collectively bear the aggregate Organizational Expenses andOperating Expenses of the Sub-Fund, including the costs and expenses (including broken deal
expenses and any expenses incurred in connection with webcasts, video conferencing or similar
technology services utilized in connection with marketing the interests) that may be attributable to(a) a single Shareholder, the Master Fund, the Underlying Fund, any holding vehicle, or any other
Fund entity (each, a "Fund Entity") through which a Shareholder may not participate; or (b) a
Portfolio Investment in which the Sub-Fund does not participate.
Interpretation of Governing Documents. The governing documents of the Sub-Fund establish
complex arrangements among the Sub-Fund, the Shareholders, Brookfield and other relevant
parties. From time to time, questions may arise regarding certain parties' rights and obligations incertain situations, some of which may not have been contemplated upon the negotiation andexecution of such documents. In some instances, the operative provisions of the governing
documents may be broad, unclear, general, conflicting, ambiguous or vague and may allow for
multiple reasonable interpretations. In other instances, there may not be a directly applicableprovision. While Brookfield will construe the relevant provisions in good faith and in a mannerconsistent with its legal obligations, the interpretations used may not always be the most favorable
to the Sub-Fund or the Shareholders.

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Varying Fees Applicable to Different Classes; Management Fee Discounts. Certain Classes of Shares
offered by the Sub-Fund will be subject to a Trail Fee or may be subject to other fees and expenses
not applicable to Shares generally. Such fees and expenses will be disclosed to the holders of such
Shares and may have a material negative effect on the performance of the applicable Shareholders'investment returns as compared with Shareholders who do not bear such fees and expenses. Certain
Shareholders will be entitled to a waiver of all or some of the Management Fees, including affiliatesof the Investment Manager (which may be achieved through the Sub-Fund offering a fee-free ShareClass that invests in the equivalent fee-free Unit Class of the Master Fund).
Passive Investment in Shares. The management of the affairs of the Sub-Fund will be vested
exclusively in the Board of Directors, the AIFM and the Investment Manager, and each Shareholder
must rely upon the ability of the Board of Directors, the AIFM and the Investment Manager withrespect to the selection and origination of Portfolio Investments which the Sub-Fund will acquire. A
Shareholder will not take part in the management or control of the business of the Sub-Fund andwill not have an opportunity to evaluate for itself the relevant economic, financial and otherinformation regarding the Portfolio Investments which the Sub-Fund will acquire or the properties
which will directly or indirectly serve as collateral for such Portfolio Investments. No assurance canbe given that the Investment Manager will be successful in selecting suitable Portfolio Investmentsor that the objectives of the Sub-Fund will be achieved.
Portfolio Concentration. While diversification is an objective of the Sub-Fund and this Prospectus
contains certain diversification limitations there is no assurance as to the degree of diversificationthat will actually be achieved in the Portfolio Investments and it is likely that the asset mix of the
Sub-Fund will differ from that which would result if diversification was the Sub-Fund's primary
investment focus. One such limitation is with respect to Portfolio Investments in a particularindustry. Given that a particular sector may be comprised of multiple industries, the Sub-Fund may
hold Portfolio Investments in a particular sector in a manner that exceeds the "industry-specific"
limitations set forth in this Prospectus. In addition, with respect to the diversification limitations set
forth in this Prospectus, the amount on which the percentage limitations are based can be increasedby the amount the Sub-Fund elects to reinvest. To the extent that the Sub-Fund concentrates its
Portfolio Investments in a particular geographic region, security, sector, industry or stage ofinvestment, such Portfolio Investments may become more susceptible to fluctuations in value
resulting from adverse economic or business conditions applicable to such region, type of security,
sector, industry or stage of investment. The Sub-Fund may make only a limited number of Portfolio
Investments and since the Portfolio Investments generally will involve a high degree of risk, poor
performance by a few of the Portfolio Investments could severely affect the total returns to the
Shareholders. In the event a Portfolio Investment fails to meet projections, the Sub-Fund may suffera partial or total loss of capital invested in such Portfolio Investment.
Risks Upon Disposition of Investments. In connection with the disposition of certain types ofPortfolio Investments, the Sub-Fund may be required to make representations about the businessand financial affairs of the applicable Portfolio Entity typical of those made in connection with thesale of any business, or may be responsible for the contents of disclosure documents underapplicable securities laws. The Sub-Fund may also be required to indemnify the purchasers of such
Portfolio Entity or underwriters to the extent that any such representations or disclosure documents
turn out to be incorrect, inaccurate or misleading. These arrangements may result in contingent
liabilities, which might ultimately have to be funded by the Sub-Fund.
Expedited Transactions. Portfolio Investment analyses and decisions by the Investment Manager
may frequently be required to be undertaken on an expedited basis to take advantage of investment
opportunities. In such cases, the information available to the Sub-Fund or the Investment Manager
at the time of an investment decision may be limited and the Sub-Fund or the Investment Manager
may not have access to detailed information regarding the Portfolio Investment. Therefore, no155

assurance can be made that the Sub-Fund or the Investment Manager will have knowledge of all
circumstances that may materially and adversely affect a Portfolio Investment.
Recourse to Assets. The Sub-Fund's assets, including any Portfolio Investments made by the SubFund and any funds held by the Sub-Fund, are available to satisfy all liabilities and other obligationsof the Sub-Fund. If the Sub-Fund becomes subject to a liability, parties seeking to have the liability
satisfied may have recourse to the Sub-Fund's assets generally and may not be limited to any
particular asset, such as the asset representing the Portfolio Investment giving rise to the liability.
Exculpation and Indemnification. As detailed in sub-section "Exculpation and Indemnification" of
Section XV (Regulatory and Tax Considerations) of this Prospectus, certain exculpation andindemnification provisions contained in the Articles and the subscription agreement may limit therights of action otherwise available to Shareholders and other parties against the Sub-Fund, theInvestment Manager, the AIFM, any affiliate thereof, and their respective officers, directors,
employees, shareholders, partners, members, managers, agents and consultants, other parties as
set forth in the Articles, subject to certain limited exceptions set forth in the Articles and thesubscription agreements. In addition, the Sub-Fund will be obligated to indemnify such persons in
respect of the operations of the Sub-Fund, subject to certain limited exceptions set forth in the
Articles. Certain Shareholders may, for regulatory or policy reasons, not be permitted to fundindemnification obligations, or their ability to fund such obligations may be restricted. In thosecases, the Sub-Fund may be required to satisfy any shortfall with respect to indemnification
obligations even if such obligations are the direct result of a breach of representation, warranty or
covenant by any such restricted Shareholder.
Required Withdrawal. The Board of Directors, in its discretion, may require a Shareholder towithdraw (or partially withdraw) from the Sub-Fund if such Shareholder's continued participation in
the Sub-Fund could materially adversely affect the Sub-Fund, for example, by resulting in a violationof any applicable law by the Sub-Fund. Such requirements are outlined in the Articles. Such required
withdrawal may result in negative consequences, including the failure of such Shareholder torecognize the full value of its investment in the Sub-Fund or receive distributions in respect of its
withdrawal in a timely manner.
Claims against Brookfield; Regulatory Investigations. Brookfield is a global asset manager withmany investment strategies and offices and employees around the world. Given the broad spectrumof operations of Brookfield and its affiliate, claims (or threats of claims) and governmental
investigations, examinations, requests for information, audits, inquiries, subpoenas and otherregulatory or civil proceedings can and do occur in the ordinary course of its and its affiliate'(including the Investment Manager's) business. Such investigations, actions and proceedings may
impact the Sub-Fund, including by virtue of reputational damage to Brookfield (including theInvestment Manager), or otherwise. The unfavorable resolution of such items could result incriminal or civil liability, fines, settlements, charges, penalties or other monetary or non-monetary
remedies or sanctions that could negatively impact Brookfield (including the Investment Manager).
In addition, such actions and proceedings may involve claims of strict liability or similar risks against
the Sub-Fund in certain jurisdictions or in connection with certain types of activities. While
Brookfield (including the Investment Manager) has implemented policies and procedures designed
to protect against non-compliance with applicable rules and regulations, there is no guarantee thatsuch policies and procedures will be adequate or will protect Brookfield in all instances.
Risk of Brookfield Credit Event or Adverse Effect on Brookfield's Operations. Although the Sub-Fundand the Investment Manager are separate legal entities from other entities of Brookfield, in theevent that Brookfield were to experience material financial distress or a downgrade in its credit
rating, or if there were a change of control of Brookfield, the Sub-Fund could nonetheless beadversely affected. In that regard, financial distress, a credit rating downgrade or change of controlof Brookfield or the Investment Manager could cause the Investment Manager to have difficulty
retaining personnel, increase the potential that Brookfield would default on its commitment to156

invest in or alongside the Sub-Fund or otherwise adversely affect the Sub-Fund and its ability toachieve its investment objectives. Such an event may also cause a default, reduction in borrowingbase or other adverse effect with respect to indebtedness incurred by the Sub-Fund. Similarly, if
other Brookfield Accounts were to incur substantial losses, the revenues of Brookfield may decline
substantially. Such diminishment in revenues could affect the ability of Brookfield to satisfy any
substantial drawdowns in respect of its capital contributions or its commitments to investments orprospective investments. If Brookfield were to default on its capital contributions, such default may
cause the Sub-Fund to default on its borrowing obligations, adversely affecting the Sub-Fund andthe Shareholders.
Adverse Publicity. Each of the Sub-Fund, the Board of Directors, the AIFM and the Investment
Manager face the risk of negative publicity, including in matters such as labor disputes and adverse
environmental attention, as well as matters arising out of government scrutiny. Additionally,
Portfolio Entity employees and Brookfield employees could pursue claims against Brookfield or the
Sub-Fund, which may draw negative publicity, as well as negative news media attention. Suchadverse publicity may have a material effect on the Sub-Fund's ability to source Portfolio
Investments or otherwise meet the Sub-Fund's investment objectives.
Follow-On Investments. Following an initial Portfolio Investment, the Sub-Fund could be called upon
to provide additional funds or have the opportunity to increase its Portfolio Investments in, or
relating to, existing Portfolio Investments. There is no assurance that the Sub-Fund will make FollowOn Investments or that the Sub-Fund will have sufficient funds to make any such Follow-On
Investments. Any decision by the Sub-Fund not to make a Follow-On Investment or its inability tomake a Follow-On Investment could have a substantial negative impact on the original Portfolio
Investment and may result in missed opportunities for the Sub-Fund or may result in the dilution ofsuch Portfolio Investments (in the event alternative capital is used to satisfy such additional fundingneeds, for example from additional third-party co-investors or from Brookfield Accounts including
proprietary accounts of Brookfield). In certain circumstances, a Follow-On Investment could arise
because of an adverse development at a Portfolio Investment and the funding of such Follow-On
Investment may not necessarily address such development and could potentially result in an
increased loss by the Sub-Fund in respect of such Portfolio Investment. Subject to any applicable
limitations noted in "Allocation of Investment Opportunities" below, or in this Prospectus, another
Brookfield Account could invest in any Follow-On Investment in lieu of, or alongside, the Sub-Fund.
Additionally, if the Sub-Fund makes a Follow-On Investment, there is no assurance that such FollowOn Investment will be successful. Finally, the tax consequences to investors of a Follow-On
Investment will likely be determined, at least in part, by the investment structure of the Portfolio
Investment previously made by the Sub-Fund. Such tax consequences may adversely impact
investors due to changes to tax laws that are made after the Sub-Fund's original Portfolio Investment
but before a Follow-On Investment is made.
In the event that an initial investment in a Portfolio Entity was shared between the Sub-Fund, other
Brookfield Accounts and/or other third parties (including co-investors), and a Follow-On Investment
opportunity arises with respect to such initial Portfolio Investment, the Follow-On Investment will
not necessarily be made in the same proportions as the initial Portfolio Investment (including,among other reasons, if (i) the relevant entities having different views as to the desirability of theFollow-On Investment or different amounts of available capital; (ii) the Follow-On Investment
opportunity has a different investment profile or attributes less suited to the relevant entities; (iii)a Brookfield Account had participated in the applicable initial Portfolio Investment in support of the
Sub-Fund and determines that similar support is not needed or appropriate in respect of theapplicable Follow-On Investment; or (iv) in situations where Brookfield had earlier provided interim
financing in lieu of the Sub-Fund providing a Bridge Financing (see "Risk of Bridge Financings"
below). In such cases, one or more such entities' interest in such initial Portfolio Investment will be
diluted at a valuation that will be determined by the Sub-Fund or an affiliate thereof. There could
be differing views as between the entities being diluted, on the one hand, and the entities being157

accreted, on the other hand, regarding such valuation. See also "Valuation Risk" above and"Determinations of Value" below. It is also possible that such a Follow-On Investment could be madein a part of a Portfolio Entity's capital structure that is different from the part of such Portfolio
Entity's capital structure in which the initial Portfolio Investment was made.
Generally, the Sub-Fund will make Follow-On Investment opportunities available pro rata inaccordance with initial Portfolio Investments; however, because of timing or other considerations,
the Sub-Fund could make that portion of a Follow-On Investment that is attributable to co-investorsor other Brookfield Accounts as a bridge financing and thereafter sell down a portion of such FollowOn Investment to such co-investors or other Brookfield Accounts. In this situation, there is no
guarantee that the co-investors or other Brookfield Accounts will acquire their portion of the FollowOn Investment from the Sub-Fund and in certain cases, co-investors and other Brookfield Accounts
could be given the opportunity to evaluate such Follow-On Investment over an extended period
before determining whether to invest. Additionally, to the extent the Sub-Fund determines it isappropriate and where the Sub-Fund has sufficient available capital for such purpose (taking into
account any applicable funding obligations or other applicable considerations), the Sub-Fund could
provide other interim financing to a Portfolio Investment for purposes of efficiency, administrativeor operational convenience or other similar considerations, in respect of the portion of a Follow-On
Investment attributable to co-investors which have not participated in such Follow-On Investment.
It is possible that such additional portion of a Follow-On Investment will not be subsequently
syndicated but instead is repaid by the Sub-Fund. The Sub-Fund could or could not receive
compensation or interest for making the Follow-On Investment or providing such other financing on
behalf of co-investors and, to the extent such amounts are held on the Sub-Fund's credit facility, the
Sub-Fund could be responsible for any interest payments payable in respect thereof. In the eventthat co-investors fail to acquire, or determine not to acquire, their portion of a Follow-On
Investment from the Sub-Fund, the Sub-Fund will have an allocation (and related expenses) that will
be larger than originally anticipated if the Sub-Fund is unable to syndicate such portion. See Part XV(Conflicts of Interest) paragraph titled 'Investments with Related Parties' and 'Risk of Bridge
Financings' below.
Borrowing. Subject to certain limitations set forth in the Articles and the Prospectus (including thisSub-Fund Supplement), the Investment Manager intends, from time to time, to borrow at the SubFund-level or at a subsidiary of the Sub-Fund on a secured or unsecured basis. It is expected that
this indebtedness, if incurred, will be secured primarily by the assets of the Sub-Fund. In addition,
the Investment Manager intends to evaluate whether it is prudent and appropriate to incur thisleverage and there can be no assurance that leverage will be incurred given that adverse economic
factors, such as a significant rise in interest rates, may cause the Investment Manager, in its
discretion, to elect not to incur such leverage.
The extent to which the Sub-Fund or its subsidiary (including a Portfolio Entity) uses leverage may
have important consequences to the Shareholders, including, but not limited to, the following:(a) greater fluctuations in the net assets of the Sub-Fund; (b) use of cash flow (including capital
contributions) for debt service and related costs and expenses, rather than for additional Portfolio
Investments, distributions or other purposes; (c) increased interest expense, if interest rate levels
were to increase; (d) in certain circumstances, prematurely disposing of Portfolio Investments toservice the Sub-Fund's debt obligations; and (e) limitation on the flexibility of the Sub-Fund to make
distributions to its Partners or sell assets that are pledged to secure the indebtedness. There can be
no assurance that the Sub-Fund will have sufficient cash flow to meet its debt service obligations.
As a result, the Sub-Fund's exposure to losses may be increased due to the illiquidity of Portfolio
Investments generally.
In connection with any credit facility entered into by the Sub-Fund, the borrowers thereon may berequired to (A) make certain representations and warranties to one or more lenders; and(B) indemnify the lenders pursuant to any credit facility in case any such representations and158

warranties are inaccurate. These arrangements may create contingent liabilities of the Sub-Fund
and/or its subsidiaries, for which the Sub-Fund may establish reserves or escrow accounts.
Moreover, in certain circumstances a borrowing may be incurred at the Sub-Fund level for the
benefit of one or more specific Portfolio Investments, which may expose all of the assets of the SubFund to claims of creditors, even though one or more Shareholders may have been excused fromthe investment in such Portfolio Entity.
Capital Raise. There is no guarantee that the Sub-Fund will meet its capital raising goals. In the eventthat the Sub-Fund does not meet its capital raising goals, the Sub-Fund may have made Portfolio
Investments based on diversification goals that have assumed a greater amount of capital
contributions. As a result, the Sub-Fund may deploy capital in a higher concentration than
anticipated or desired, including in a particular geographic region, industry, stage of investment,
type of security, or single Portfolio Investment and will have no obligation to sell down such Portfolio
Investments.
Leveraged Portfolio Investments. Certain of the Portfolio Investments in which the Sub-Fund invests
are expected to be leveraged (including leverage senior to the Sub-Fund's Portfolio Investment, aportion of which may be secured by first liens and/or may be at floating interest rates). While an
investment in a leveraged Portfolio Entity offers the opportunity for increased capital appreciation,
and although the Sub-Fund will seek to use leverage in a manner it believes is appropriate under thethen-circumstances, such a Portfolio Investment will be subject to increased exposure to adverse
economic factors such as a significant rise in interest rates, a severe downturn in the economy ordeterioration in the condition of such Portfolio Entity, and such Portfolio Entity may be subject torestrictive financial and operating covenants. This leverage may result in more serious adverse
consequences to such Portfolio Investments (including their overall profitability or solvency) in theevent these factors or events occur than would be the case for less leveraged companies. This could
impair such Portfolio Entity's ability to finance its future operations and capital needs and result in
restrictive financial and operating covenants. As a result, such Portfolio Entity's flexibility to respondto changing business and economic conditions may be limited. If such a Portfolio Entity is unable togenerate sufficient cash flow to meet principal and/or interest payments on its indebtedness or
make regular dividend payments, such Portfolio Entity may default on its loan agreements or beforced into bankruptcy, resulting in a restructuring of such Portfolio Entity's capital structure or
liquidation, in which case the value of the Portfolio Investment in such Portfolio Entity could besignificantly reduced or even eliminated. The debt securities acquired by the Sub-Fund will generally
not be the most senior in what could be a complex capital structure, and thus subject to greater riskof loss. Furthermore, to the extent the Portfolio Investments in which the Sub-Fund has invested
become insolvent, the Sub-Fund may determine, in cooperating with other debt holders or on its
own, to engage, at the Sub-Fund's expense in whole or in part, counsel and other advisors inconnection therewith.
Further, an adverse economic change could result in some lenders imposing more stringent
restrictions on the terms of credit or a general reduction in the amount of credit available in themarkets in which the Sub-Fund will seek to invest. Any negative impact from the tightening of, oradverse changes in, the credit markets may result in: (a) an inability to finance the acquisition ofPortfolio Investments on favorable terms, if at all; (b) increased financing costs; or (c) financing withincreasingly restrictive covenants. Such changes in turn may negatively impact the performance ofPortfolio Investments. To the extent there is a lack of readily available and reasonably priced debt
financing available to potential purchasers at the time the Sub-Fund is ready to dispose of a Portfolio
Investment, such circumstances could materially and negatively affect the number of potential
purchasers and the prices purchasers are willing to pay the Sub-Fund.
Guarantees of Investments and/or Affiliate. The Sub-Fund may guarantee the obligations or otherliabilities of Portfolio Investments, co-investment vehicles and/or affiliate of the Sub-Fund. As aresult, if any such Portfolio Investment or affiliate defaults on its obligations, the Sub-Fund will be159required to satisfy such obligation. In order to do so, the Sub-Fund may call capital or liquidate someor all of the Portfolio Investments prematurely at potentially significant discounts to fair value. In
addition, the Sub-Fund, a subsidiary of the Sub-Fund or its affiliate may guarantee obligations orprovide letters of credit or other credit support to facilitate Portfolio Investments, which such lettersof credit or other credit support will not have any explicit limitations, and there can be no assurance
that such guarantees or letters of credit will not have adverse consequences for the Sub-Fund. As aresult, if any such Portfolio Investment or affiliate defaults on its obligations, the Sub-Fund will be
required to satisfy such obligation, in which case the Sub-Fund may make a larger investment insuch Portfolio Investment than initially expected. In order to do so, the Sub-Fund may call capital or
liquidate some or all of the Portfolio Investments prematurely at potentially significant discounts tofair value.
Risk of Bridge Financings. The Sub-Fund may make a Portfolio Investment (including a Follow-On
Investment) with the intent of selling, refinancing or otherwise reducing such Portfolio Investment,
including through co-investment by one or more third parties, after the closing of such Portfolio
Investment. Any such Portfolio Investment may include assets that the Investment Manager may
not have caused the Sub-Fund to acquire on a stand-alone basis (including because the risk/return
profile or other characteristics of such assets may not be desirable or appropriate for the Sub-Fund),and the Investment Manager may seek to reduce the Sub-Fund's exposure to such assets throughdisposition, refinancing, co-investment or another transaction. In these situations, the Sub-Fund's
strategy may depend, in part, upon its ability to sell, refinance or otherwise reduce its exposure tosuch Portfolio Investments after initially agreeing to consummate them. There can be no assurancein such instances that the Sub-Fund will be successful in doing so or that the terms of any suchtransaction will be attractive, including because there may not be sufficient interest in or for theassets or third parties may not accept all or a portion of the amount offered for co-investment. If
the Sub-Fund is unable to complete such an anticipated transaction, its Portfolio Investments willbe less diversified than they otherwise may have been and the Sub-Fund may have greater exposure
to certain Portfolio Investments, regions and sectors than intended or desired, including to assetsthat the Investment Manager would not have acquired on a stand-alone basis or to a Portfolio
Investment that exceeds the amount that is permitted to be invested in a single Portfolio Investmentthat does not involve Bridge Financing. In addition, to the extent that the Sub-Fund is unable tocomplete an anticipated transaction, it may incur broken deal and related costs associated with the
pursuit of such transaction. See also "Co-Investment Expenses".
Generally, in the case of the Sub-Fund reducing a Portfolio Investment involving Bridge Financing(including through disposition or co-investment), such transaction will be completed at a pricenegotiated by the Investment Manager and the purchaser taking into account the then-relevantfacts and circumstances, which may include the Sub-Fund's cost of such Portfolio Investment (andan allocable portion of costs and expenses) and other market events and forces. There can be noassurance that such transaction price will be equal to or more than the Sub-Fund's cost of such
Portfolio Investment or that it necessarily or accurately reflect the then-market value of such
Portfolio Investment, all costs and expenses associated therewith, or any interest or other carrying
cost that would typically be associated with a loan. In addition, the Sub-Fund may face increased
risk of inability to complete the transaction under certain market conditions, including when the
Portfolio Investment has decreased in value while held by the Sub-Fund. The Sub-Fund will be
required to bear the losses of such Portfolio Investment if such a transaction is not consummatedor if required to sell the co-investment at a reduced price in order to reduce the Sub-Fund's exposure
to such Portfolio Investment.
In circumstances in which the Sub-Fund otherwise could have made a Bridge Financing, Brookfield
may elect to provide such interim financing in lieu of the Sub-Fund doing so (any such interim
financing, the "Syndicate Amount"). While Brookfield expects to syndicate any such interest to one
or more other parties in such circumstances, there can be no guarantee that such syndication will
be successful. If such syndication is not successful, Brookfield will own more of the applicable160

Portfolio Entity than it originally intended. See "Allocation of Co-Investments" below. Further, in any
such circumstances, in the event Follow-On Investments are made in such Portfolio Entity, the SubFund may be required to fund its pro rata share of such Follow-On Investments and the amounts
that relate to the Syndicate Amount as though the Sub-Fund had made the original Bridge Financing
in lieu of Brookfield providing interim financing. As a result, each of Brookfield and the Sub-Fund
may have differing ownership interests in such Follow-On Investments than in the original Portfolio
Investment related thereto. See also "Follow-On Investments" above.
Distributions; Reinvestment of Distributions. The Sub-Fund does not anticipate making
distributions other than in connection with permitted withdrawals as described in the Articles andin Part XII (Distributions) in this Sub-Fund Supplement.
U.S. Dollar Denomination of Shares. Shares are denominated in United States dollars. Investors
subscribing for Shares in any country in which United States dollars are not the local currency shouldnote that changes in the value of exchange between United States dollars and such currency may
have an adverse effect on the value, price or income of the investment in the Sub-Fund to suchinvestor. There may be non-U.S. exchange regulations applicable to Portfolio Investments in nonU.S. currencies in certain jurisdictions where this Prospectus is being issued. The fees, costs andexpenses incurred by Shareholders in converting their local currency to United States dollars (ifapplicable) in order to purchase Shares will be borne solely by such Shareholders. In addition, it may
be the case that the aggregate amount that a Shareholder is required to contribute to the Sub-Fundis well in excess of what such Shareholder otherwise intended to contribute to the Sub-Fund in its
local currency as a result of currency fluctuations. Each prospective investor should consult with its
own counsel and advisors as to all legal, tax, financial and related matters concerning an investment
in Shares.
Litigation. Litigation can and does occur in the ordinary course of the management of an investment
portfolio. The Sub-Fund may be engaged in litigation both as a plaintiff and as a defendant. This risk
is somewhat greater where the Sub-Fund exercises control or significant influence over a Portfolio
Entity's direction, including as a result of board participation. Such litigation can arise as a result ofissuer default, issuer bankruptcies and/or other reasons. In certain cases, such issuers may bringclaims and/or counterclaims against the Sub-Fund, the Investment Manager and/or their respective
principals and affiliate alleging violations of securities laws and other typical issuer claims andcounterclaims seeking significant damages. The expense of defending against claims made against
the Sub-Fund by third parties and paying any amounts pursuant to settlements or judgments would
be borne by the Sub-Fund to the extent that (a) the Sub-Fund has not been able to protect itself
through indemnification or other rights against the Portfolio Entity; (b) the Sub-Fund is not entitledto such protections; or (c) the Portfolio Entity is not solvent. The Investment Manager, the Board of
Directors and others may be indemnified by the Sub-Fund in connection with such litigation, subject
to certain conditions.
The outcome of any proceedings involving the Sub-Fund or the Portfolio Investments may materiallyadversely affect the Sub-Fund and may continue without resolution for long periods of time. Any
litigation may consume substantial amounts of the Board of Directors' time and attention, and thattime and the devotion of these resources to litigation may, at times, be disproportionate to theamounts at stake in the litigation. Under the Articles, the Sub-Fund will generally be responsible forindemnifying the Board of Directors and related parties for costs they may incur with respect to such
litigation not covered by insurance.
Third-Party Advice. The Sub-Fund, the Board of Directors, the AIFM and the Investment Manager
utilize the services of attorneys, accountants, custodians, fund administrators and other consultantsin their operations. The Sub-Fund, the Board of Directors, the AIFM and the Investment Manager
generally rely upon such service providers for their professional judgment with respect to legal, tax,
accounting, operational, regulatory and other matters. Nevertheless, there exists a risk that suchservice providers may provide incorrect advice from time to time or may otherwise make errors
161when providing services. None of the Sub-Fund, the Board of Directors, the AIFM or the Investment
Manager will generally have any liability to the Shareholders for any reliance upon such advice orservices. Service providers will be selected by the Board of Directors or the Investment Manager onbehalf of the Sub-Fund with due care and consistent with their obligations under applicable law.
Notwithstanding the foregoing, the Sub-Fund may bear the risk of any errors or omissions by suchservice providers. Additionally, subject to certain limitations, the Sub-Fund may be required to
exculpate and indemnify such service providers for any losses incurred. See also "Cybersecurity Risk"
below. Whenever the Sub-Fund, the Investment Manager or Brookfield makes a determination oruses its discretion, unless otherwise indicated, it shall do so in its sole and absolute discretion.
Cybersecurity Risk. The Sub-Fund, the AIFM, the Investment Manager, the Portfolio Investments
and any of their respective service providers and other market participants increasingly depend on
complex information technology and communications systems to conduct business functions. For
example, the Sub-Fund expects to provide Shareholders all statements, reports, notices, updates,requests and any other communications required under the Articles in electronic form, such as email or posting on Brookfield's web-based reporting site or other Internet service, in lieu of or in
addition to sending such communications as hard copies via fax or mail or in person. These systems
are subject to a number of different threats or risks that could adversely affect the Sub-Fund andthe Shareholders, despite the efforts of the Sub-Fund, the AIFM, the Investment Manager, thePortfolio Investments and any of their respective service providers to adopt technologies, processes
and practices intended to mitigate these risks and protect the security of their computer systems,
software, networks, e-mail and other technology assets, as well as the confidentiality, integrity andavailability of information belonging to the Sub-Fund and the Shareholders. Cyber incidents refer toboth intentional attacks and unintentional events including: processing errors, human errors,
technical errors including computer glitches and system malfunctions, inadequate or failed internalor external processes, market-wide technical-related disruptions, unauthorized access to digitalsystems (through "hacking" or malicious software coding), computer viruses, and cyber-attacks
which shut down, disable, slow or otherwise disrupt operations, business processes or website
access or functionality (including denial of service attacks). For example, unauthorized third parties
may attempt to improperly access, modify, disrupt the operations of or prevent access to thesystems of the Sub-Fund, the AIFM, the Investment Manager, the Portfolio Investments, or any of
their respective service providers or counterparties or data within those systems without theknowledge of system users. Third parties may also attempt to fraudulently induce employees,
customers, third-party service providers or other users of the Sub-Fund's, the AIFM's, theInvestment Manager's, the Portfolio Investments' or any of their respective service providers'systems to disclose sensitive information in order to gain access to their data or that of the SubFund's investors. A successful penetration or circumvention of the security of the Sub-Fund's, theAIFM's, the Investment Manager's, the Portfolio Investments' or any of their respective service
providers' systems could result in the loss or theft of a Shareholder's data or funds, the inability toaccess electronic systems, disruption of its business, loss or theft of proprietary information or
corporate data, physical damage to a computer or network system or costs associated with system
repairs. Such incidents could cause the Sub-Fund, the Board of Directors, the AIFM, the Investment
Manager, the Portfolio Investments or any of their respective service providers to incur regulatory
penalties, reputational damage, additional compliance costs associated with corrective measures,
liability to clients or third parties, regulatory intervention or financial loss. The Sub-Fund, the Boardof Directors and the Investment Manager make no assurances, representations or warranties inrelation to these matters, and have not obtained representations or warranties in relation to thesematters from all of their respective service providers. In addition, the Sub-Fund, the AIFM, theInvestment Manager, the Sub-Fund's subsidiaries and each of their respective affiliates reserve theright to intercept, monitor and retain e-mail messages to and from its systems as permitted byapplicable law. Substantial costs may be incurred in order to prevent any cyber incidents in the
future. While the Sub-Fund's service providers have established business continuity plans in theevent of, and risk management systems to prevent, such cyber incidents, there are inherent
limitations in such plans and systems including the possibility that certain risks have not been162

identified. Furthermore, the Sub-Fund cannot control the cybersecurity plans and systems put inplace by its service providers or any other third parties whose operations may affect the Sub-Fund.
In addition, jurisdictions in which Brookfield operates have recently adopted or are considering
adopting laws that include stringent operational requirements for entities processing personal
information and significant penalties for non-compliance, such as the EU GDPR, California Privacy
Act and the New York SHIELD Act, and a range of proposed additional laws as the U.S. federal andstate level.
Electronic Disclosure. The Sub-Fund, the Board of Directors, the AIFM and the Investment Manager
may (unless stated to the contrary in the Articles) provide (a) each Shareholder (i) statements,
reports and other communications relating to the Sub-Fund, (ii) notices and communications
required or contemplated to be delivered to such Shareholder by the Sub-Fund, the Board of
Directors, the AIFM, the Investment Manager or any of their respective affiliate, (iii) notices andcommunications relating to the Sub-Fund, the AIFM and the Investment Manager and (iv) funding
notices, distribution notices, and any other requests, demands or other communications and any
financial statements, reports, schedules, certificates or opinions required to be provided to such
Shareholder under the Articles with such Shareholder; or (b) prospective investors with materials inconnection with marketing and offering of the Sub-Fund in electronic form, such as e-mail or postingon Brookfield's web-based reporting site or other Internet service, in lieu of or in addition to sending
such communications as hard copies via fax, mail or in person.
There are certain costs (for example, software) and possible risks (for example, slow downloading
time and system outages) associated with electronic delivery. Moreover, the Sub-Fund cannot
provide any assurance that these communication methods are secure and will not be responsible
for any computer viruses, problems or malfunctions resulting from any computer viruses or related
problems that may be associated with the use of an Internet-based system. E-mail messages are notsecure and may contain computer viruses or other defects, may not be accurately replicated onother systems, or may be intercepted, deleted or interfered with or without the knowledge of thesender or the intended recipient. The Sub-Fund, the Board of Directors, the AIFM and theInvestment Manager make no assurances, representations or warranties in relation to thesematters. The Sub-Fund and Brookfield reserve the right to intercept, monitor and retain e-mailmessages to and from its systems as permitted by applicable law. See also "Cybersecurity Risk"
above.
Similar types of operational and technology risks are also present for Portfolio Investments, which
could have material adverse consequences for such Portfolio Investments and may cause thePortfolio Investments to lose value.
Electronic Signatures. Due to current restrictions and teleworking recommendations, many people
request to sign documents electronically. Although the use of electronic signatures increased
significantly in the context of the COVID-19 outbreak, the principles set out in this risk warning
remain valid in all other circumstances. Electronic signatures are generally a valid means of signing
contracts under Delaware law and private deeds (actes sous seing privé) under Luxembourg law.
However, under Luxembourg law, if the validity of the electronic signature (and therefore thevalidity or enforceability of the contract or its formation) is challenged, the burden of proof will
depend on the type of electronic signature used. Under Luxembourg law, only qualified electronic
signatures ("QES") within the meaning of Regulation (EU) 910/2014 on electronic identification andtrust services for electronic transactions in the internal market, as amended have the same legal
effect as handwritten signatures. Although a signature shall not be denied legal effect andadmissibility as evidence in legal proceedings before a Luxembourg court solely on the grounds that
it is in an electronic form or that it does not meet the requirements for QES, only documents
executed in wet ink or in QES benefit from the presumption of validity. The main risk associated with
an electronic signature in Luxembourg is whether its validity (and thus the validity and enforceabilityof the agreement itself) is successfully challenged. In addition, the Sub-Fund is subject to Anti-money

163

Laundering Laws (defined below) that impose on the Sub-Fund the obligation to identify thesignatories of the subscription agreements.
Dependence on Third-Party Administrators. The Sub-Fund expects to enter into, and may otherwise
be bound from time to time with respect to, a services agreement with a third-party administrator("Central Administration"). Any such administrator may perform certain administrative, accounting
and reporting services for or related to the Sub-Fund. If engaged, the Sub-Fund would depend on
the services provided by any such administrator in order to comply with certain reporting and otherobligations set forth in the Articles and this Prospectus. The Sub-Fund intends to monitor any suchadministrator and its performance. However, there is no assurance that such administrator willcomply with its obligations to the Sub-Fund or that the Sub-Fund will be able to recover in part or infull any damages caused by any failure of such administrator to comply with such obligations,
including as a result of such administrator's bankruptcy, lack of liquidity, operational failure orotherwise. Investors will not have the ability to bring a direct claim against any such administrator
and, to the extent that such administrator is performing obligations of the Sub-Fund or its affiliate,
the Articles include exculpation and indemnification provisions that will limit the circumstances
under which the Board of Directors (individually or collectively) and its affiliates can be held liable
to the Sub-Fund. The Sub-Fund would pay all fees payable to any such administrator with respect tothe services for or related to the Sub-Fund. In addition to the payment of the fees, the Sub-Fundwould reimburse any such administrator for any out-of-pocket expenses and other amounts agreed
to with such administrator. Under the services agreement, the Sub-Fund may agree to indemnify
and hold harmless any such administrator and its related parties.
Regulatory Risks. As an affiliate of Brookfield, which has regulated activities, the Sub-Fund and its
activities may be subject to certain limitations that may not be applicable to an investor unaffiliatedwith a regulated entity. The Sub-Fund may also be subject to certain restrictions when considering
investments or business activities in regulated industries because of the impact of these investments
on Brookfield. As a result, the Sub-Fund may restrict or limit transactions or exercise of rights for
the Sub-Fund or limit the amount of voting securities purchased by the Sub-Fund or restrict the typeof governance rights it acquires or exercises in connection with its investments in regulatedindustries. In addition, regulatory changes could occur during the term of the Sub-Fund that may
materially and adversely affect the Sub-Fund.
AIFMD. The AIFM Directive came into force on July 21, 2011, and the vast majority of member statesof the European Economic Area (the "EEA") have now implemented the provisions therein. The
AIFM Directive applies to: (a) alternative investment fund managers ("AIFMs") established in the
EEA who manage alternative investment funds ("AIFs," such managers being "EEA AIFMs"); (b)AIFMs established outside the EEA ("non-EEA AIFMs") who manage EEA AIFs; and (c) non-EEA AIFMs
who market AIFs to investors in the EEA. Following the U.K.'s departure from the E.U., the UK AIFM
Regulation implements similar requirements in the U.K.
There remains a degree of uncertainty about the supervisory approach that the competentauthorities in each of the EEA Member States adopt towards certain aspects of the AIFM Directive
and how certain provisions should be complied with in practice. Furthermore, market and regulatory
practice may continue to develop in the future and, as a result, it is difficult to assess with complete
accuracy the associated risks and compliance costs that the AIFM Directive and any future
amendments thereto may impose upon the AIFM, the Investment Manager and/or the Sub-Fund.
As a result of compliance with the AIFM Directive, the AIFM is subject to certain restrictions andrequirements. These include provisions requiring the AIFM to comply with provisions relating to(amongst other things) its regulatory capital and professional indemnity insurance, its operations
and organization, the remuneration of its staff, the use of leverage by its funds, the appointment ofa depositary to its funds and the creation of valuation and risk management functions.

164

In particular, the AIFM may be subject to various transparency, disclosure and notification
obligations and asset-stripping restrictions which are imposed upon some funds when they acquire
EEA-based companies that are not "small and medium enterprises" or "SMEs" ("EEA Company" or"EEA Companies") and these provisions could impact and limit the Sub-Fund's ability to invest into
the EEA.
The information which may need to be disclosed by the AIFM when an AIF takes control of an EEA
Company includes: (i) a policy for managing conflicts including information on arms-lengthsafeguards (between the AIFM, its funds and the company); (ii) a communications policy including
in particular as regards communications to employees; (iii) the intentions as to future business andeffects on employment; and (iv) information on the financing of the acquisition. The disclosureswould be required to be made to the company, its shareholders, its employees and the regulatorsin the EEA jurisdictions in which the manager makes regulatory reports and where the target
company is based. Additional notifications will need to be made to European regulators where there
is an acquisition or disposition which results in the AIF reaching (either individually or jointly),
exceeding or falling below 10/20/30/50/75% voting right thresholds in an EEA Company.
When an AIF acquires control (either individually or jointly) over an EEA Company, unless the
restriction can be dis-applied under limited circumstances when the company makes a distribution
or acquires its own shares, its AIFM shall ensure that for a period of twenty-four (24) months
following acquisition of "control," that the company does not make a distribution, capital reduction,
share redemption and/or acquisition of its own shares (each, a "Capital Event"). For non-listedcompanies, "control" is defined as holding 50% of the voting rights in that company. In relation tolisted companies (issuers), the AIFM Directive provides that the meaning of "control" is to be definedby reference to the meaning given by the legislation of the EEA member state of the company being
acquired. As a result, the ability of the Sub-Fund to carry out a Capital Event with respect to a
Portfolio Investment may be restricted in the first twenty-four (24) months of acquiring control ofan EEA Company.
Similar requirements relating to transparency, disclosure and notification obligations and asset
stripping restrictions apply under the UK AIFM Regulation in respect of acquisitions of U.K.-based
companies.
These various restrictions and requirements under the AIFM Directive and the UK AIFM Regulation
may also impact upon the ability of the AIFM and the Investment Manager to market and then to
manage the Sub-Fund as anticipated and their ability to manage the Sub-Fund and its Portfolio
Investments may be significantly impaired. The various obligations which the AIFM Directive andthe UK AIFM Regulation impose on the AIFM and/or the Sub-Fund will create certain additional
compliance and other costs, many of which may be passed to investors in the Sub-Fund, potentiallymaterially reducing investors' returns from the Sub-Fund. Without limitation to the generality of theforegoing, the costs of appointing a depositary and valuer may be charged to the Sub-Fund anddirectly impact upon investors' returns from the Sub-Fund.
In November 2023 the European Parliament and the Council of the European Union published theiragreed compromise text for a directive (known as “AIFMD II”) to amend AIFMD as it applies in the
EEA. AIFMD II (which is not expected to come into force before 2026) includes significant new oramended requirements in respect of, among other things, delegation, loan origination, liquidity risk
management, data reporting, depositaries and public disclosure via the European Single Access
Point. In particular, certain new requirements may apply to the Sub-Fund when originating loans
including concentration limits, restrictions on lending and risk retention requirements. If the SubFund originates loans on a significant basis, other requirements including specific limits on leverage
may also apply. Each of the new or amended requirements under AIFMD II could have an impact
upon the Sub-Fund, its investments and/or other costs or expenses which investors are required tobear. At this stage, the AIFM cannot rule out that the changes currently set out in AIFMD II could

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change further or that new changes could be introduced as the directive continues through the EU
legislative process.
Application of the E.U. Risk Retention Requirements. The AIFM is subject to risk retention and due
diligence requirements under the AIFM Directive (and is expected to be subject to equivalentrequirements under the UK AIFM Regulation) ("Risk Retention Requirements"). Amongst otherthings, the AIFM and the Investment Manager acting on behalf of the Sub-Fund will be restrictedfrom investing in asset-backed securities unless (a) the AIFM and/or the Investment Manager is able
to demonstrate that it has undertaken due diligence on items required by the regulation, which
include the underlying assets and the relevant sponsor or originator; and (b) the AIFM and/or theInvestment Manager has satisfied itself that the originator, the sponsor or the original lender retains
a net economic interest of not less than 5% to its securitization. Failure to comply with one or moreof the Risk Retention Requirements may result in penalties for the AIFM. As from 1 January 2019,
the Regulation (EU) 2017/2402 of 12 December 2017 laying down a general framework forsecuritization and creating a specific framework for simple, transparent and standardized
securitization (the "E.U. Securitization Regulation") applies. Under the E.U. Securitization
Regulation (and equivalent regulations in the U.K.), institutional investors are required to follow
clearly defined criteria and processes for making investment decisions and ensuring that the risk
retention requirement is satisfied. Procedures also need to be in place for monitoring asset
performance and compliance by the originator, sponsor or original lender of the securitization, sothat the investors may demonstrate to their regulators that they have a comprehensive andthorough understanding of the securitization investments and their management. Compliance with
the Risk Retention Requirements is expected to result in increased legal, compliance, reporting andother associated costs and expenses which will be borne by the Sub-Fund.
Potential Limitations on Portfolio Investments. The AIFM provides such management andadministrative services to the Sub-Fund, pursuant to a contractual relationship with the Sub-Fund,
as are necessary to ensure compliance with the AIFM Directive, including, but not limited to,providing risk management services to the Sub-Fund and performing a supervisory role in relation
to portfolio management services.
Involvement of Third-Party AIFM and Depositary. The AIFM is a joint venture between Brookfieldand Oaktree (as defined in Part XV (Conflicts of Interest – Oaktree) of this Sub-Fund Supplement).
Brookfield and Oaktree will manage their investment operations independently of each otherpursuant to an information barrier. Oaktree, Oaktree Accounts (as defined in Part XV (Conflicts ofInterest – Oaktree) of this Sub-Fund Supplement and their respective portfolio companies generally
will not be treated as "affiliates" of Brookfield. The Depositary is currently an independent third
party and is unaffiliated with Brookfield, Oaktree or any affiliate thereof. Neither the Sub-Fund nor
the Investment Manager can provide any guarantee that the AIFM and the Depositary will comply
with the terms on which they have been engaged and cannot guarantee that they will not breachthe terms of the AIFM Agreement and the Depositary Agreement, which could potentially negatively
affect the Sub-Fund. The AIFM acts as the alternative investment fund manager for multiple
Brookfield and Oaktree funds, including Oaktree Accounts, in addition to the Sub-Fund and will thus
be in the possession of confidential information in respect of each of those clients. Furthermore,
the AIFM may in the future act as asset manager for one or more Brookfield or Oaktree"undertakings for collective investment in transferable securities." The robustness of the AIFM's
confidentiality procedures cannot be guaranteed; as such, there is a potential risk that confidential
information in relation to the Sub-Fund may be disclosed, accidentally or otherwise, to Oaktree
Accounts. Similarly, the Depositary acts as a services provider for multiple funds for various clientsin addition to the Sub-Fund and will thus be in the possession of confidential information in respectof each of those clients. The robustness of the Depositary's confidentiality procedures cannot be
guaranteed; as such, there is a potential risk that confidential information in relation to the SubFund may be disclosed, accidentally or otherwise, to third parties.

166

Furthermore, it is expected that Brookfield, Brookfield Funds and their respective portfolio
companies will engage in activities and have business relationships that give rise to conflicts (andpotential conflicts) of interest between them, on the one hand, and Oaktree, Oaktree Accounts andtheir respective portfolio companies, on the other hand. While the absence of coordination andconsultation, and the information barrier described in Part XV (Conflicts of Interest – Oaktree) willin some respects serve to mitigate conflicts of interest between Oaktree and Brookfield, these same
factors will also give rise to certain conflicts and risks in connection with Brookfield and Oaktree's
investment activities, and make it more difficult to mitigate, ameliorate or avoid such situations.
Furthermore, the AIFM will not be restricted from acting as the alternative investment fundmanager of Oaktree Accounts, which could compete with or otherwise conduct their affairs without
regard to whether or not they adversely impact the Sub-Fund. The AIFM has in place a conflicts ofinterest policy. In addition, Oaktree Accounts will be permitted to make, and the AIFM may advise
in relation to and arrange, investments of the type that are suitable for the Sub-Fund without theconsent of the Sub-Fund or Brookfield.
Luxembourg Rules on Prevention of Money Laundering. All subscriptions for a Share in the SubFund will be subject to applicable Anti-money Laundering Laws (defined below). In accordance withthese provisions, the Sub-Fund will implement policies and procedures, and, where applicable,
perform or ensure that Central Administration (for these purposes, the "Administrative Agent")
performs detailed identification procedures and prospective investors and Shareholders will be
required to comply with such procedures in connection with their subscription for a Share in the
Sub-Fund. The Board of Directors and the Administrative Agent reserve the right to request suchinformation as is necessary to verify the identity of an investor and its beneficial ownership, tocomply with Anti-money Laundering Laws. In the event of delay or failure by the investor or
Shareholder to produce any information required for verification purposes and/or to produce it to
the Sub-Fund's and the Administrative Agent's satisfaction, the Sub-Fund may refuse to accept thesubscription and will not be liable for any interest, costs or compensation. The Sub-Fund will comply
with the Anti-money Laundering Laws on an on-going basis. Requests for documentation andadditional information may be made at any time prior to or during which a Shareholder holds Sharesin the Sub-Fund. In addition, failure to provide proper documentation may result in the withholdingof distributions by the Sub-Fund and/or designating a Shareholder as being in default under the
Articles and applying to such Shareholder the provisions of the Articles that are applicable todefaulting Shareholders. Any information provided to the Sub-Fund in this context is collected foranti-money laundering and anti-terrorism financing compliance purposes only.
"Anti-money Laundering Laws" means the anti-money laundering rules and regulations in thejurisdictions in which the Sub-Fund conducts its activities and any related or similar rules, regulations
or guidelines, issued, administered or enforced by any competent governmental agency in suchjurisdictions, including:(i)

Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015 (asamended, the "AMLD 4"), and Directive (EU) 2018/843 of the European Parliament and of
the Council of 30 May 2018 (as amended, the "AMLD 5"), on the prevention of the use of
the financial system for the purposes of money laundering or terrorist financing, as
amended or replaced from time to time and as transposed in Luxembourg, including by the
Luxembourg law of 13 January 2019 establishing the Luxembourg register of beneficial
owners, supplemented by the Grand-ducal Regulation of 15 February 2019 on theregistration, payment of administrative fees and access to information recorded in theregister of beneficial owners (the "UBO Law"), the Luxembourg law of 25 March 2020 and
the Luxembourg law of 10 July 2020 establishing a register of fiducies and trusts;(ii)

the Luxembourg laws of 12 November 2004 and of 19 December 2020, each as amended,
relating to the fight against money-laundering and the financing of terrorism;

167

(iii)

the Luxembourg Grand-ducal Regulation of 1 February 2010, as amended, providing details
on certain provisions of the amended law of 12 November 2004 on the fight against money
laundering and terrorist financing; and(iv)

the Luxembourg CSSF Regulation 12-02 of 14 December 2012, as amended, on the fightagainst money laundering and terrorist financing, and any applicable circulars of the CSSF,
pursuant to which obligations have been imposed on all professionals of the financial sector
to prevent the use of undertakings for collective investment for money laundering purposes.

Luxembourg Register of Beneficial Owners. The AMLD 4 and AMLD 5 requires each member stateof the E.U. ("E.U. Member State") to establish registers of beneficial owners ("RBOs") in respect ofcorporate and other legal entities incorporated within such E.U. Member State. The AMLD 4 and the
AMLD 5 have been implemented in Luxembourg through the UBO LAW. The AMLD 4 and the AMLD
5 are being implemented across the E.U. and will impact any investment structures that utilize
vehicles domiciled in the E.U. Currently, the Sub-Fund expects that in order to comply with the UBO
Law, it may be required to (i) collect and hold information regarding it's beneficial owners that are
all natural persons who ultimately control such entity, as further described below (such beneficial
owners, the "Beneficial Owners"); and (ii) file such information in respect of the Beneficial Owners
with the Luxembourg RBO (registre des bénéficiaires effectifs). Under the UBO Law, an individual
will be deemed to exercise control over the Sub-Fund if (i) it directly or indirectly owns more than
25% of the interests or voting rights in such entity; or (ii) it is a Shareholder or a beneficial owner ofa Shareholder that controls the Sub-Fund via other means. Control via other means can beestablished in accordance with the criteria set forth in articles 1711-1 to 1711-3 of the Luxembourg
law of 10 August 1915 on commercial companies, as amended, or in accordance with the following
criteria (a) a direct or indirect right to exercise a dominant influence over the legal entity by virtueof a contract concluded with the legal entity or by virtue of a clause in the legal entity's governing
documentation, where the law governing the legal entity allows it to be subject to such contracts orclauses in the governing documentation; (b) the fact that the majority of the members of theadministrative, management or supervisory bodies of the legal entity, in office during the financial
year and the preceding financial year and until the consolidated financial statements are drawn up,
have been appointed as a direct or indirect result of the sole exercise of the voting rights of a natural
person; (c) a direct or indirect power to exercise, or a direct or indirect effective exercise of, adominant influence or control over the legal entity, including by virtue of the legal entity being undersingle management with another undertaking; or (d) an obligation under the national law governing
the parent undertaking of the legal entity to draw up consolidated financial statements and aconsolidated annual report. Certain information regarding the Sub-Fund's Beneficial Owners that is
filed with the Luxembourg RBO may be available to any member of the public unless suchinformation qualifies for an exemption under the UBO Law. The Sub-Fund, however, does not expectthat information regarding its Beneficial Owners will qualify for any such exemption, and thus
expects that the information will be made publicly available. For Luxembourg entities (including theSub-Fund), non-compliance with the UBO Law may result in a criminal fine, and a Shareholder that
does not comply with its obligation to cooperate with the Sub-Fund in respect of its compliance with
the UBO Law may also be subject to a criminal fine. Because the UBO Law is relatively new, there is
uncertainty as to how the UBO Law will be implemented and applied in the future. In addition, the
Sub-Fund's interpretation of the UBO Law may change at any time. Accordingly, it is difficult topredict how the Sub-Fund will be affected by the UBO Law. Depending upon the manner in which
the UBO Law is implemented and the Sub-Fund's interpretation of the UBO Law, the application of
the UBO Law to the Sub-Fund may have certain unintended effects, such as increasing theadministrative costs and operating expenses of the Sub-Fund incurred and the disclosure of
information publicly that may not otherwise have been disclosed as a result of the Sub-Fund's
compliance with the UBO Law.
Investor Legal, Regulatory and Policy Compliance. Many Shareholders, their subdivisions andassociated pension plans, have adopted stringent investment policies or are required to comply with168

local laws and regulations, including so-called "pay-to-play" laws, rules, regulations or policies(which, for example, restrict or require disclosure of payments to, and/or certain contacts with,certain politicians or officials associated with public entities). Such Shareholders may request terms
or provisions, as applicable, which may be more expansive in their requirements than such laws,
rules, regulations or policies. In certain cases, violations of these laws, rules, regulations, policies,
provisions or terms, whether as a result of the conduct of the Sub-Fund or a Portfolio Investment or
an action by such Shareholder, could have an adverse effect on the Sub-Fund by, for example,
providing the basis for the ability of such Shareholder to withdraw from the Sub-Fund.
Disclosure of Information. As a result of increased regulations in the private funds and relatedindustries, including with respect to the sources of funds used in Portfolio Investments as describedin "Prevention of Money Laundering," "Luxembourg Register of Beneficial Owners" and "Luxembourg
Rules on Prevention of Money Laundering" above and in connection with other Fund activities, the
Sub-Fund may request additional documentation or information from a Shareholder in order toverify, among other things, such Shareholder's and its beneficial owners' identity and the source offunds used to purchase the Shares. The Sub-Fund may decline to accept a subscription on the basisof the information that is provided or if this information is not provided, and may be required incertain circumstances to withhold distributions. In order to comply with applicable laws, rules,
regulations and policies, the Sub-Fund may request (during or outside of the subscription process)additional information from the Shareholders at any time. Such information may be provided togovernmental and regulatory agencies without notification to the Shareholders. The Sub-Fund may
also, from time to time, without notice, be obligated to file reports with various jurisdictions withregard to, among other things, the identity of the Sub-Fund's Shareholders and suspicious activities
involving the Shares. The failure of a Shareholder to comply with such request for information may
result in adverse consequences applying to such Shareholder pursuant to the Articles, including its
required withdrawal from the Sub-Fund. Further, the Sub-Fund will take such steps as it determines
in its discretion are necessary or appropriate to comply with applicable law, regulations, orders,
directives or special measures. See "Required Withdrawal" above.
In addition, the Sub-Fund, the AIFM, the Investment Manager or their affiliate, service providers or
agents may from time to time be required or may, in their discretion, determine that it is advisable
to disclose certain information about the Sub-Fund and its Shareholders, including, but not limited
to, Portfolio Investments held directly or indirectly by the Sub-Fund and the names and percentage
interest of beneficial ownership of the Sub-Fund and/or Portfolio Investments (and any underlying
beneficial owners of such beneficial owners), to third parties, including local governmental
authorities, regulatory organizations, taxing authorities, markets, exchanges, clearing facilities,
custodians, brokers and trading counterparties of, or service providers to, the AIFM, the Investment
Manager or the Sub-Fund. The Sub-Fund, the AIFM and the Investment Manager generally expect
to comply with requests to disclose such information as they may determine, including throughelectronic delivery platforms; however, the Sub-Fund, the AIFM or the Investment Manager may
determine not to make a Portfolio Investment or to cause the sale of certain assets for the Sub-Fundrather than make certain disclosures, and such sale may be at a time that is inopportune from a
pricing or other standpoint. In certain circumstances, the Sub-Fund, the AIFM, the Investment
Manager or any of their respective affiliate, service providers or agents, may be prohibited fromdisclosing, or may determine not to disclose, that the request has been made.
General Data Protection Regulation. In Europe, the General Data Protection Regulation ("EUGDPR") became effective on May 25, 2018, introducing substantial changes to current European
privacy laws. It superseded the existing Data Protection Directive, which was the key European
legislation governing the use of personal data relating to living individuals. The EU GDPR provides
enhanced rights to individuals with respect to the privacy of their personal data and applies toorganizations with a presence in the E.U. which use or hold personal data relating to living
individuals, and to organizations that offer services to individual E.U. investors. The EU GDPR
increased the sanctions for serious breaches to the greater of €20 million or 4% of worldwide

169revenue, the impact of which could be significant. Following Brexit (whereby the U.K. left the E.U.),on December 31, 2020 the EU GDPR was implemented in UK law and is known as the UK GDPR.
Compliance with the EU and UK GDPR may require additional measures, including updating policies
and procedures and reviewing relevant IT systems, which may create additional costs and expenses
for the Sub-Fund and therefore its Shareholders. Investors other than living individuals in the E.U.
may not be afforded the protections of the EU and UK GDPR.
Further legislative evolution in the field of privacy is expected. The current ePrivacy Directive
2002/58/EC will also be replaced by the E.U. Commission's Regulation on Privacy and Electronic
Communications (the "ePrivacy Regulation"), which aims to reinforce trust and security in thedigital single market by updating the legal framework on ePrivacy. The ePrivacy Regulation is in theprocess of being finalized and is expected to come into force in the near future. Compliance withcurrent and future privacy, data protection and information security laws could significantly impact
ongoing and planned privacy and information security related practices. This includes the collection,use, sharing, retention and safeguarding of personal data and some of the current and planned
activities of the Sub-Fund. A failure to comply with such laws could result in fines, sanctions or otherpenalties, which could materially and adversely affect the operating results and overall business, aswell as have an impact on reputation.
Luxembourg Professional Secrecy. The Depositary and the Administrator of the Fund are eachsubject to professional secrecy requirements under the Luxembourg law of 5 April 1993 on thefinancial sector (the "Law of 1993"). The Depositary and the Administrator may outsource certain
services to third parties and, in this context, may transfer certain investors' personal and confidential
data to such service providers. Shareholders in the Sub-Fund shall be informed of the outsourcing
and transfer of their confidential data to third party service providers in accordance with article 41(2bis) of the Law of 1993. Persons who have access to the information collected and transferred by
the Depositary and the Administrator shall be subject by the law to a professional secrecy obligation
or be bound by a confidentiality agreement. Although the Fund therefore expects to be indemnified
by the Depositary and/or the Administrator and/or the third party for any breach of confidentiality
and/or loss and/or misuse of personal and confidential information by such third party, there is no
guarantee that the Fund will be able to successfully claim such indemnification.
Sustainability Risk. New sustainability requirements imposed by jurisdictions in which Brookfield
does business and/or in which the Sub-Fund is marketed, including the EU Sustainable Finance
Disclosure Regulation (2019/2088) ("SFDR"), may result in additional compliance costs, disclosure
obligations or other implications or restrictions on the Sub-Fund or on Brookfield. Under suchrequirements, Brookfield may be required to classify itself or the Sub-Fund against certain criteria,some of which can be open to subjective interpretation. Brookfield's view on the appropriateclassification may develop over time, including in response to statutory or regulatory guidance orchanges in industry approach to classification. These sustainability requirements, and any changes
that Brookfield may make to the Sub-Fund's classifications thereunder from time to time, may
require further disclosures by Brookfield or the Sub-Fund and may require that Brookfield
implement new processes to capture data about the Sub-Fund or its Investments. Costs incurred asa result of such data gathering and reporting processes will be borne by the Sub-Fund.
Taxonomy. The Taxonomy Regulation (EU) 2020/852 (the "Taxonomy") has been designed to createa framework for green products to harmonize the definition of "sustainable investment" and to
facilitate cross-border sustainable investment in the EU. The regime came into force on July 12, 2020and certain aspects applied in practice from January 1, 2022. The Taxonomy amends the SFDR torequire fund managers to disclose either: (i) information on the environmental objective(s) to which
the investments underlying the fund contribute and how and to what extent the investments that
underlie their products support economic activities that meet the four tests for environmental
sustainability under the Taxonomy; or (ii) for funds that are not required to report Taxonomy

170

alignment, a statement that they do not take into account the EU criteria for environmentally
sustainable activities.
In order to comply with the four tests for environmental sustainability, an economic activity must:(i) contribute substantially to at least one of the environmental objectives listed in the Taxonomy;(ii) "do no significant harm" to any of the other environmental objectives listed in the Taxonomy;(iii) be carried out in compliance with minimum social safeguards; and (iv) comply with technicalscreening criteria adopted under the Taxonomy.
Where required, compliance with the Taxonomy-related rules (and other, future, taxonomies,
including possibly an 'extended environmental' and/or 'social' taxonomy) in due course is expected
to result in increased legal, compliance, restrictions, reporting and other associated costs andexpenses which will be borne by the Sub-Fund. The regime is subject to a number of uncertainties
which may subsequently be clarified or the AIFM may change its approach in relation to in the
future, and/or the regime may also be expanded or amended in the future, all of which may resultin further such costs or expenses to be borne by the Sub-Fund.
Measuring Taxonomy alignment will likely require significant amounts of data not currently available
to the Sub-Fund and/or the AIFM. Where data gaps exist which cannot reasonably be addressed,
there is a risk that reported Taxonomy alignment does not reflect the true percentage. The AIFM
does not either (a) commit to make available Taxonomy alignment data; or (b) if it does, commit toany particular level of Taxonomy alignment for the Sub-Fund.
Financial and Tax Situation. The results of the Sub-Fund's activities may affect individual
Shareholders differently, depending upon their individual financial and tax situations because, forinstance, of the timing of a cash distribution or of an event of realization of gain or loss and its
characterization as long-term or short-term gain or loss. The Board of Directors and its delegateswill endeavor to make decisions in the best interest of the Sub-Fund as a whole, but there can be noassurance that a result will not be more advantageous to some Shareholders compared to other
Shareholders, or to the Sub-Fund as a whole compared to any particular Shareholder.
Each prospective investor should be aware that tax laws and regulations are changing on an ongoingbasis, and such laws and regulations may be changed with retroactive effect and may directly or
indirectly subject the Sub-Fund and/or the Shareholders to increased tax liabilities or have otheradverse effects, including requiring Shareholders to provide certain additional information to the
Sub-Fund. Moreover, the interpretation and application of tax laws and regulations by certain tax
authorities may not be clear, consistent or transparent. Uncertainty in the tax law may require theaccrual of potential tax liabilities even in situations where the Sub-Fund or the Shareholders do not
expect to be ultimately subject to such tax liabilities. Moreover, accounting standards or related tax
reporting obligations may change, giving rise to additional accruals or other obligations.
Adequacy of Reserves. The Sub-Fund may establish holdbacks or reserves, including for estimatedaccrued expenses, pending or anticipated liabilities, Portfolio Investments, claims and contingencies
relating to the Sub-Fund. Estimating the appropriate amount of such reserves is difficult andinadequate or excessive reserves could impair the investment returns to Shareholders. If the SubFund's reserves are inadequate and other cash is unavailable, the Sub-Fund may be unable to takeadvantage of attractive investment opportunities or protect its existing Portfolio Investments.
Further, the allocation of investment opportunities among the Sub-Fund and Other Brookfield
Accounts may depend, in part, on their respective reserves at the time of allocating the opportunity,
possibly resulting in different investment allocations if any such reserves are inadequate orexcessive.
In-Kind Remuneration to the Investment Manager and/or Recipient. The Investment Manager orthe Recipient may choose to receive Shares in lieu of certain fees or distributions. The holders of all
Shares are entitled to receive cash from operations pro rata with the distributions being paid to the171Sub-Fund and such distributions to the holder of Shares will reduce the cash available for
distribution to the Sub-Fund and to its Shareholders. Furthermore, under certain circumstances
Shares of the Sub-Fund held by the Investment Manager or the Recipient are required to beredeemed, in cash at the holder's election, and there may not be sufficient cash to make such a
withdrawal/repurchase payment; therefore, the Sub-Fund may need to use cash from operations,borrowings, offering proceeds or other sources to make the payment, which will reduce cash
available for distribution to you or for investment in the Sub-Fund's operations.
Sourcing and Payment of Distributions. The Sub-Fund has not established a minimum distribution
payment level, and the Sub-Fund's ability to make distributions to its Shareholders may be adversely
affected by a number of factors, including the risk factors described in this Prospectus. The Sub-Fund
has a limited track record and may not generate sufficient income to make distributions to the SubFund's Shareholders. The Sub-Fund or its delegate will make determinations regarding distributions
based upon, among other factors, the Sub-Fund's financial performance, debt service obligations,debt covenants, tax requirements and capital expenditure requirements. Among the factors that
could impair the Sub-Fund's ability to make distributions to its Shareholders are:•the Sub-Fund's inability to invest the proceeds from sale of Shares on a timely basis;•the Sub-Fund's inability to realize attractive risk-adjusted returns on the Sub-Fund's Portfolio
Investments;•

high levels of expenses or reduced revenues that reduce the Sub-Fund's cash flow or noncash earnings; and•defaults in the Sub-Fund's investment portfolio or decreases in the value of the Sub-Fund's
Portfolio Investments.

As a result, the Sub-Fund may not be able to make distributions to its Shareholders at any time in
the future, and the level of any distributions the Sub-Fund does make to Shareholders may notincrease or even be maintained over time, any of which could materially and adversely affect thevalue of your investment.
The Sub-Fund may not generate sufficient cash flow from operations to fully fund distributions toShareholders, particularly during the early stages of the Sub-Fund's operations. Therefore, the SubFund may fund distributions to the Sub-Fund's Shareholders from sources other than cash flow fromoperations, including, without limitation, the sale of assets, borrowings, return of capital or offering
proceeds (including from sales from Fund Shares). The extent to which the Sub-Fund pays
distributions from sources other than cash flow from operations will depend on various factors.
Funding distributions from the sales of assets, borrowings, return of capital or proceeds of theoffering will result in the Sub-Fund having less funds available to acquire its Portfolio Investments.
As a result, the return you realize on your investment may be reduced. Doing so may also negatively
impact the Sub-Fund's ability to generate cash flows. Likewise, funding distributions from the saleof additional securities will dilute your interest in the Sub-Fund on a percentage basis and may
impact the value of your investment especially if the Sub-Fund sells these securities at prices lessthan the price you paid for your Shares. The Sub-Fund may be required to continue to fund the SubFund's regular distributions from a combination of some of these sources if the Sub-Fund's Portfolio
Investments fail to perform, if expenses are greater than the Sub-Fund's revenues or due tonumerous other factors. The Sub-Fund has not established a limit on the amount of its distributions
that may be paid from any of these sources.
To the extent the Sub-Fund borrows funds to pay distributions, it would incur borrowing costs andthese borrowings would require a future repayment. The use of these sources for distributions andthe ultimate repayment of any liabilities incurred could adversely impact the Sub-Fund's ability to
pay distributions in future periods, decrease the Sub-Fund's NAV, decrease the amount of cash the172Sub-Fund has available for operations and new investments and adversely impact the value of yourinvestment.
The Sub-Fund may also defer operating expenses or pay expenses (including the fees of theInvestment Manager) with Shares in order to preserve cash flow for the payment of distributions.
The ultimate repayment of these deferred expenses could adversely affect the Sub-Fund's
operations and reduce the future return on your investment. The Sub-Fund may redeem Sharesfrom the Investment Manager shortly after issuing such Shares as compensation. The payment ofexpenses in Shares will dilute your ownership interest in the Sub-Fund's portfolio of assets. There is
no guarantee any of the Sub-Fund's operating expenses will be deferred and the Investment Manager
are under no obligation to receive future fees or distributions in Shares and may elect to receive
such amounts in cash.
Transfers & Liquidity
Lack of Liquidity. Other than where Shares belonging to a specific Share Class have been listed on arecognised stock exchange, there is no current public trading market for the Shares, and Brookfield
does not expect that such a market will ever develop. Therefore, redemptions of Shares by the SubFund will likely be the only way for you to dispose of your Shares (other than Shares which are listed
on a recognized stock exchange). The Sub-Fund expects to redeem Shares at a price equal to theapplicable NAV as of the Withdrawal Date and not based on the price at which you initiallypurchased your Shares. Subject to limited exceptions, Shares redeemed within one (1) year of thedate of issuance will be subject to a Redemption Fee as at the Withdrawal Date. As a result, you may
receive less than the price you paid for your Shares when you sell them to the Sub-Fund pursuant to
the Sub-Fund's redemptions program.
The aggregate NAV of total redemptions on an aggregate basis across the Sub-Fund is generally
limited to 5% of the aggregate Net Asset Value of outstanding Shares (the "Quarterly Withdrawal
Amount") at the applicable Withdrawal Date in the sole discretion of the Sub-Fund. An equivalentquarterly withdrawal limit on redemptions is also applicable to investors in each of the Master Fundand Underlying Fund. To the extent that the Quarterly Withdrawal Amount is less than the amountthat the Sub-Fund, through its investment in the Master Fund, is able to redeem in respect of its
holding in Master Fund units and indirect holding of Underlying Fund interests on the relevant
Withdrawal Date (including in situations where it is able to redeem in excess of its pro rata
entitlements to the extent other investors do not take up their redemption rights), the Quarterly
Withdrawal Amount shall be increased to such amount as is equal to the Sub-Fund's direct andindirect investments in the Master Fund and Underlying Fund, respectively, that can be redeemedin accordance with the terms of those funds on that Withdrawal Date.
The AIFM may, but is not obligated to, suspend the determination of NAV and/or the Sub-Fund'soffering and/or redemptions where circumstances so require and provided the suspension isjustified having regard to the interests of Shareholders. For the avoidance of doubt, the redemptions
program shall only be suspended in exceptional circumstances and not on a systematic basis, as
further described under Part IX (Subscriptions, Redemptions and Other Transactions).
In the event that, pursuant to the limitations above, not all of the Shares submitted for redemption
during a given quarter are to be accepted for redemption by the Sub-Fund, Shares submitted forredemption during such quarter will be redeemed on a pro rata basis (measured on an aggregate
basis (without duplication) across the Sub-Fund if applicable). Withdrawal Requests will not be
automatically resubmitted for the next available Withdrawal Date: Shareholders will need to submit
a new Withdrawal Request for any subsequent Withdrawal Date in respect of any Shares previously
requested to be but not actually redeemed as of any previous Withdrawal Date, in the manner as
described above in Part IX (Subscriptions, Redemptions and Other Transactions). Settlements of any
redemptions will generally be made as promptly as practicable from the Withdrawal Date. As a173

result, you will experience significant delays in realizing liquidity even when your redemption is
accepted.
The vast majority of the Sub-Fund's assets are expected to consist of Infrastructure Investments andother Portfolio Investments that cannot generally be readily liquidated without impacting the SubFund's ability to realize full value upon their disposition. Therefore, the Sub-Fund may not always
have a sufficient amount of cash to immediately satisfy Withdrawal Requests. As a result, your ability
to have your Shares repurchased by the Sub-Fund may be limited and at times you may not be able
to liquidate your investment. See Part IX (Subscriptions, Redemptions and Other Transactions).
Effect of Withdrawal Requests. Economic events affecting the European economy, could cause
Shareholders to seek to sell their Shares to the Sub-Fund pursuant to the Sub-Fund's redemptions
program at a time when such events are adversely affecting the performance of the Sub-Fund's
assets. Even if the Sub-Fund decides to satisfy all resulting Withdrawal Requests, the Sub-Fund's
cash flow could be materially adversely affected. In addition, if the Sub-Fund determines to sell
assets to satisfy Withdrawal Requests, it may not be able to realize the return on such assets that it
may have been able to achieve had is sold at a more favorable time, and the Sub-Fund's results ofoperations and financial condition could be materially adversely affected.
Mandatory Redemption. The Sub-Fund may require the redemption of all or any part of the Sharesof any Shareholder from the Sub-Fund at any time and for any reason, regardless of any outstanding
redemption requests and any priority given thereto. Any such mandatory redemption will generally
be subject to the same terms as voluntary redemption of Shareholders (including the limitations
imposed thereon), unless otherwise determined by the Sub-Fund.
Certain Tax Risks
VAT. Under current law and practice it is not expected that Luxembourg value added tax (VAT) willbe levied on the management services supplied to the Sub-Fund. However, in the event of a changeof law or practice, any VAT levied on the management fee may represent an absolute cost for the
Sub-Fund, which would reduce the funds available to make distributions. If VAT is chargeable on thepayments made in consideration of the management services, the Sub-Fund intends to minimize
the effect of such VAT so far as it considers reasonably practicable. However, there can be noassurance that it would be possible to mitigate or eliminate such VAT cost.
Changes of tax law. The tax laws and regulations and the administrative practice in tax matters maychange over the lifetime of the Sub-Fund, including with retroactive effect. Such changes may haveadverse impacts on the taxation of the Sub-Fund, the Master Fund, the Underlying Fund and/or the
Shareholders in respect of their investment in the Sub-Fund and distributions received from the SubFund.
Risks Associated with the Underlying Fund’s Status as a Regulated Investment Company. The
Underlying Fund intends to qualify for U.S. federal income tax purposes as a regulated investmentcompany under Subchapter M of the U.S. Internal Revenue Code. Such qualification requires, among
other things, compliance by the Underlying Fund with certain requirements related to the sourcesof its income, diversification of its assets and distributions to its shareholders. Statutory limitations
on distributions on the common shares if the Underlying Fund is leveraged and fails to satisfy theasset coverage requirements of the U.S. Investment Company Act of 1940 could jeopardize theUnderlying Fund’s ability to meet such distribution requirements. The Underlying Fund presently
intends, however, to manage any outstanding leverage in a manner that allows it to maintaincompliance with such asset coverage requirements. If the Underlying Fund fails to qualify as aregulated investment company in any taxable year, it would be taxable as a corporation in the
United States on its net income at the regular federal corporate rate and applicable state and local
income taxes.

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Part XV : CONFLICTS OF INTEREST
Brookfield's activities include, among others: investment and asset management; sponsoring,offering and managing private and public investment vehicles that invest in the global fixed income,currency, commodity, equities, secondaries, private and other markets; developing, constructing,owning, managing, operating and servicing real estate and related companies and assets, renewable
power and related companies, assets and facilities, infrastructure and related companies and assets,
and other businesses and assets including data centers, transportation facilities, electric utilities,
industrial and manufacturing facilities, energy companies, metals and mining companies,
timberlands and agri-lands, natural gas pipelines and storage systems and other assets; providing
capital and financing solutions, as well as financial advisory, business development and otherfinancial services; and other activities (collectively, "Brookfield Activities"). While it is expected that
the Sub-Fund will benefit from Brookfield's expertise, market positioning and connectivity that arise
from Brookfield Activities, in the ordinary course of its business, Brookfield's interests or theinterests of the clients or others receiving services through Brookfield Activities (including other
Brookfield Accounts) may conflict with the interests of the Sub-Fund, notwithstanding Brookfield's
direct or indirect participation in the Sub-Fund or the Sub-Fund's Portfolio Investments. While
Brookfield expects that its expertise as a global real asset operator will directly impact the SubFund's ability to identify, access and assess investment opportunities, and that the Sub-Fund's
Portfolio Investments will benefit from the greater Brookfield ecosystem, there can be no assuranceof any such successful collaboration or synergies. A lack of successful collaboration or synergies,
whether as a result of concerns related to conflicts or otherwise, may impact Brookfield's ability tosuccessfully implement its strategies or achieve its investment objectives.
Investors should note that the Articles and Portfolio Management Agreement contain provisions
that, subject to applicable law, (a) reduce or modify the duties, including fiduciary and other duties,
to the Sub-Fund and the Shareholders to which the Investment Manager would otherwise be
subject; (b) waive duties or consent to conduct of the Investment Manager that might not otherwise
be permitted pursuant to such duties; and (c) limit the remedies of the Shareholders with respect
to breaches of such duties. Notwithstanding the preceding sentence, nothing contained herein, in
the Articles or in the Portfolio Management Agreement shall restrict, amend, eliminate or waive any
fiduciary duties of the Investment Manager. Additionally, the Articles and Portfolio Management
Agreement contain exculpation and indemnification provisions that, subject to the specificexceptions enumerated therein, provide that the Sub-Fund and the Investment Manager and theirrespective affiliates will be held harmless and indemnified for matters relating to the operation of
the Sub-Fund, including matters that may involve one or more potential or actual conflicts ofinterest.
The discussion below enumerates certain actual and potential conflicts of interest that are expected
to arise in connection with Brookfield Activities (including those relating to Brookfield Accounts), on
the one hand, and the services Brookfield provides to the Sub-Fund (and the Master Fund andUnderlying Fund) and in connection with the Sub-Fund's activities, on the other hand. These conflictsof interest do not purport to be a complete list or explanation of all actual or potential conflicts ofinterest that could arise in connection with an investment in the Sub-Fund. Dealing with conflicts ofinterest is difficult and complex, and it is not possible to predict all of the types of conflicts that may
arise. Brookfield will monitor potential conflicts of interest and manage such conflicts of interest
with regard to the interests of both the Sub-Fund and relevant other Brookfield Accounts. However,conflicts may not always be resolved in a manner that is favorable to the Sub-Fund. Prospective
Investors should note that Brookfield often holds significant proprietary interests in Brookfield
Accounts, and it is expected that in some cases conflicts of interest may arise between the Sub-Fundand another Brookfield Account in which Brookfield has a larger absolute and/or relative interest
than its interest in the Sub-Fund. By acquiring a Share in the Sub-Fund, each Shareholder will be
175deemed to have acknowledged the existence of such actual and potential conflicts of interest andto have waived any and all claims with respect to the existence of any such conflicts of interest andany actions taken or proposed to be taken in respect thereof. To the extent that prospective
Investors would benefit from an independent review, such benefit is not available through the SubFund's counsel or through the Board of Directors, the Investment Manager or any of their respective
affiliates. Prospective Investors are encouraged to seek the advice of independent legal counsel in
evaluating the conflicts involved in the offering and operation of the Sub-Fund.
For the purposes of this Part XV (Conflicts of Interest), (i) references to issuers include any
borrower or obligor of any Portfolio Investment; (ii) references to securities include any loans inwhich the Sub-Fund has invested, in each case to the extent applicable; and (iii) references toinvestment activity of the Sub-Fund shall also be read as investment activity of the Master Fundand the Underlying Fund.
Marketing of Shares
Brookfield Private Advisers LLC ("BPAL"), a broker-dealer registered under the U.S. Securities
Exchange Act of 1934, as amended (the "Exchange Act") and a member of the Financial Industry
Regulatory Authority, Inc. and Brookfield Private Capital (UK) Limited ("BPC"), which are authorized
and regulated by the U.K.'s Financial Conduct Authority (authorization number 730073), and theirrepresentatives and affiliates, may be engaged in the placement of Shares (including acting as
dealers in respect of Shares) in the U.K. and potentially other jurisdictions. Further, Brookfield
Investment Management (Canada) Inc. ("BIMC") will act as the dealer in respect of the purchases ofShares by Canadian investors. Certain other affiliates of Brookfield have been or may be involved in
the distribution of the Shares, including Brookfield Singapore Pte. Ltd ("BSP") and Brookfield
Advisors (Hong Kong) Ltd ("BAHK") and Brookfield Capital Securities Ltd. ("BCS"), which will be
engaged in the placement of Shares (including acting as dealers in respect of Shares) in Singaporeand Hong Kong respectively, and Brookfield Oaktree Wealth Solutions LLC ("BOWS"). BPAL, BPC,
BIMC, BSP and BAHK are 100% owned by BAM and BAM also controls the AIFM and the Investment
Manager. Further, the AIFM may appoint third-party distributors from time to time at its discretion.
Each of BPAL, BPC, BIMC, BSP, BAHK, BCS and BOWS (collectively, the "Brookfield Placement
Agents") is expected to receive compensation in connection with the sale of Shares, a portion ofwhich may be paid to their representatives, employees and/or affiliates. Each Brookfield Placement
Agent is affiliated with the Investment Manager. Accordingly, the Sub-Fund may be considered a"related issuer," a "connected issuer" or a similar related person of the Brookfield Placement Agentswithin the meaning of applicable securities laws. The Brookfield Placement Agents played no directrole in the formation of the Sub-Fund, in the decision to offer Shares or in determining the terms of
the offering of the Shares or the terms of the Articles.
The compensation paid to the Brookfield Placement Agents with respect to the placement of Shares
will be from Brookfield and not from the Sub-Fund or any Shareholder (unless specifically disclosed
to the applicable Shareholder) and may be higher than the compensation that they would receivein respect of the sale of other (including similar) products or services, which may give such persons
an incentive to promote the Shares over other (including similar) products or services. Potential
Investors should therefore be aware that there are financial and other Shares that incentivize the
Brookfield Placement Agents and their representatives, employees and affiliates to promote the
Sub-Fund and the Shares. The considerations set forth above are similar (and in certain instances
may be heightened) in the event the Sub-Fund or the Investment Manager retains a third-party
placement agent to market Shares.
As discussed in Part V (Summary of Principal Terms – Subscriptions; Offering Price; Value of Shares),certain third parties are entitled to earn a trail fee or similar compensation the details of which will
be disclosed to Shareholders that will bear such a fee prior to their subscription to the Sub-Fund.
Shareholders (or their brokers on their behalf) may elect to be treated as “advisory investors” and176

in connection therewith, by virtue of holding the relevant Share Class, bear a larger amount of fees
than investors that are not “advisory investors” for reporting, administrative and other services
provided by such advisory investor’s registered investment adviser, adviser representative or otherfinancial intermediary. Some or all of the Trail Fee payable in respect of a Shareholder's investment
may be allocated to a Shareholder’s representative at the registered investment adviser or brokerdealer through which such Shareholder was placed in the Sub-Fund. The receipt of the Trail Fee by
a Shareholder’s registered investment adviser or broker-dealer representative will result in a conflictof interest.
Listed Shares
The Shares of one or more Classes may be listed on a recognised stock exchange while other SharesClasses remain unlisted. Shareholders should therefore note that the holders of listed Shares will
likely have greater access to liquidity through being able to freely transfer their shares on therelevant stock exchange during its market trading hours to a prospective purchaser with access tothe exchange, as compared to holders of unlisted Shares which are generally not permitted totransfer their Shares unless they have prior consent from the Board of Directors (or the Investment
Manager as its delegate) and so are generally reliant upon the redemption procedures set out inthis Prospectus. The ability for Shareholders of listed Shares to freely trade such Shares on a stock
exchange may, inadvertently, have an adverse effect on the ability of the holders of non-listed
Shares to redeem, and therefore achieve liquidity, in respect of their Shares, including because: (i)prospective Shareholders who would have otherwise subscribed for Shares in the Sub-Fund may
instead seek to acquire such listed Shares on such stock exchange (and may perceive such listed
Shares to generally be more attractive given the market for transferability offered by Shares being
listed on a stock exchange); and (ii) such listed Shares may attract different pricing at which they canbe purchased or sold on such stock exchange to the pricing at which non-listed Shares can be
subscribed and redeemed which may have the effect of increasing liquidity for those holding such
listed Shares at the expense of those holding non-listed Shares, particularly in times of market stressor disruption. The Investment Manager and Central Administration shall be under no obligation todetermine the NAV of any Sub Fund or Class based upon any pricing for the exchange of Shares
listed on any such stock exchange.
More generally, such differences in liquidity may, along with other factors, including market
expectations of the Sub-Fund’s performance and demand for listed Shares from prospective
investors who otherwise would not be eligible to participate in the Sub-Fund, lead to differences inentry and exit prices of listed and unlisted Shares such that unlisted Shareholders will generally berequired to pay the applicable NAV per Share for Share subscriptions and receive the NAV per Sharefor Share redemptions whereas listed shares may in certain circumstances be purchased by, or soldto, a third party for a comparatively better Share price.
Allocation of Investment Opportunities
Allocation of Investment Opportunities. Brookfield provides investment advice and performs
related services for other Brookfield Accounts (including, amongst others, for its own accountand/or accounts that are being seeded and/or incubated) which are similar to the advice to beprovided and services to be performed by Brookfield for the Sub-Fund. Certain Brookfield Accounts
have (and additional future Brookfield Accounts will in the future have) investment mandates thatoverlap with those of the Sub-Fund and will compete with, and/or have priority over, the Sub-Fundin respect of particular investment opportunities. As a result, certain opportunities sourced by
Brookfield that would otherwise be suitable for the Sub-Fund are not expected to be available to
the Sub-Fund, or the Sub-Fund will receive a smaller allocation of such opportunities than would
otherwise have been the case. There could also be situations where the Sub-Fund receives
allocations with priority over other Brookfield Accounts.

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Notwithstanding the foregoing, Brookfield manages and participates in, and will in the future
manage and participate in, Brookfield Accounts that have or will have overlapping investment
mandates with the Sub-Fund. For the avoidance of doubt, Brookfield Accounts include public andprivate investment vehicles, programs and accounts that provide seed capital and/or participate incertain investments on behalf of a Brookfield Fund that is being established or expected to beestablished. By way of example only, these include Brookfield Accounts that focus on infrastructure,
renewable power and transition investments, including: (i) infrastructure, renewable power andtransition equity with a lower risk return profile than the Sub-Fund, such as Brookfield Super-Core
Infrastructure Partners L.P. ("BSIP"); (ii) infrastructure, renewable power and transition debt, suchas the Brookfield Infrastructure Debt Funds ("BID"); (iii) infrastructure secondary investments,
which include, among other things, third-party general partner led recapitalizations of assets and/or
investment vehicles (including closed-end funds, joint ventures, and other vehicles) where the thirdparty general partner maintains day-to-day asset management responsibilities, investments inpooled investment vehicles managed by third parties and co-investments alongside such investment
vehicles, structured solutions and/or preferred equity investments in assets managed by third-party
general partners, recapitalization of third-party managed investment vehicles (in whole or in part),
and related separately managed accounts, such as Brookfield Infrastructure GP Solutions ("BIGS");(iv) registered funds or investment vehicles that invest across different pools of infrastructure andinfrastructure related investments (including via investments into or co-investments alongside other
Brookfield Funds, including the Sub-Fund); (v) investments that contribute to the transition to a netzero carbon emissions global economy, such as Brookfield Global Transition Fund; (vi) infrastructure
equity, such as the Brookfield Infrastructure Funds ("BIF"); and (vii) other investment strategies that
could overlap with, compete with, complement or relate to the investment objectives and strategiesof the Sub-Fund. In addition, while not expected to overlap with the investment mandate of the
Sub-Fund, there are also Brookfield Accounts that focus on private equity investments (including
growth and non-control capital solutions investments) and investments in the real estate sector(including investments in various parts of the capital structure). In addition, Brookfield expects tocontinue to manage and participate in new businesses and strategies. Some of the foregoing
Brookfield Accounts have or are expected to have priority over the Sub-Fund with respect toinvestment opportunities that meet their specific investment mandates.
Investment opportunities generally will be allocated pursuant to (and in accordance with) the SubFund's and other Brookfield Accounts' investment priorities (if any). Under certain circumstances,where the investment mandate of the Sub-Fund overlaps with the investment mandate of one ormore Brookfield Accounts (other than, in certain cases, Brookfield Accounts referenced in thepreceding paragraph that have priority over opportunities within their mandates), any investment
opportunity that is suitable for the Sub-Fund and one or more other Brookfield Account(s) will beallocated among the Sub-Fund and such other Brookfield Account(s) on a basis that the Investment
Manager believes is fair and equitable taking into account various factors, including: (A) the size,
nature and type of the investment opportunity (including the risk and return profiles of theopportunity, expected holding period and other attributes) as well as its fit within each account's
investment focus; (B) the nature of the investment focus, objectives, strategies and target rates ofreturn of the Sub-Fund and such other accounts (including the investment guidelines and limitations
governing the Sub-Fund and such other accounts); (C) the relative amounts of capital available forinvestment; (D) principles of diversification of assets and portfolios (for example, geographic and/or
asset concentration considerations); (E) the expected future capacity of the Sub-Fund and suchother accounts; (F) cash and liquidity needs, including for pipeline, follow-on and otheropportunities pursued by the Sub-Fund and such other accounts; (G) the availability of otherappropriate or similar investment opportunities; and/or (H) other considerations deemed relevantby the Board of Directors or the Investment Manager (including legal, regulatory, tax, structuring,
compliance, investment-specific, timing and similar considerations).
The determination of whether a Portfolio Investment is within the scope of the Sub-Fund's
investment mandate or more suitable for another Brookfield Account will be made in the discretion178

of the Investment Manager. Further, if Brookfield determines that the investment opportunities inrespect of a particular sector (which can be comprised of multiple industries) or region are expected(in the fullness of time) to exceed the investment limitations (or appropriate portfolio
concentration) related thereto, Brookfield may act as general partner and/or manager to, andotherwise participate in investment funds that invest in such sectors or regions, including via public
or private vehicles managed by Brookfield, co-investment vehicles, separate accounts, strategyspecific vehicles, region-specific vehicles, and sector-specific vehicles or other similar type of vehicleor account (each, a "Sidecar Fund"), and any investment opportunity related thereto will thereafterbe allocated between the Sub-Fund and the applicable Sidecar Fund on a basis that the Board of
Directors believes is fair and equitable taking into account various factors, including the factors listed
in paragraphs (A)-(H) above.
From time to time, in applying the principles described above, Brookfield could determine that an
investment opportunity will be shared among two or more Brookfield Accounts by causing one
Brookfield Account to acquire certain portions of the investment opportunity while one or moreother Brookfield Accounts acquire other portions. In such cases, Brookfield will value the portion of
the opportunity allocated to each Brookfield Account (which will impact the purchase price paid bysuch Brookfield Account) and allocate transaction expenses among such Brookfield Accounts inaccordance with its fiduciary duties to the Brookfield Accounts, consistent with each Brookfield
Account's governing documents and Brookfield's internal policies and procedures, in particular
those relating to the underwriting and valuation of investment opportunities and allocation of feesand expenses. Notwithstanding the foregoing, Brookfield generally will not, unless otherwise
required to pursuant to applicable law and/or regulation, seek independent review, opinion,
support and/or appraisal for such allocation and/or valuation determinations, including in situations
where Brookfield has different economic interests in the participating Brookfield Account(s). See
also "Determinations of Value" below.
The process for making allocation determinations is inherently subjective and the factors consideredby the Board of Directors, the Investment Manager and Brookfield in allocating investments among
the Sub-Fund and other Brookfield Accounts are expected to change over time (including to consider
new, additional factors) and one or more different factors are likely to be emphasized or beconsidered less relevant with respect to different investments depending on the then-existing factsand-circumstances deemed relevant by Brookfield and taking into account the broader facts andcircumstances and portfolio construction considerations applicable to each Brookfield Account. In
some cases, this will result in certain transactions being shared among two or more Brookfield
Accounts, while in other cases it will result in one or more Brookfield Accounts being excluded froman investment entirely. Since certain Brookfield Accounts represent Brookfield's proprietaryinvestment activities, the fact that investment opportunities deemed unsuitable for the Sub-Fund
may be pursued by Brookfield itself presents a conflict of interest when making such suitability
determination. Brookfield will make such suitability determination in a manner consistent with its
fiduciary duties to the Sub-Fund. Additionally, from time to time, Brookfield may identify an
investment opportunity that could otherwise be suitable for the Sub-Fund, but which, as a result of
the particular facts and circumstances surrounding such investment opportunity at such time,
Brookfield determines is not appropriate for the Sub-Fund and instead and invests on its own behalf(for example, if such investment opportunity falls within a sector, industry, or geography that is
relatively new to Brookfield and therefore Brookfield determines it does not have sufficientexpertise, knowledge or scale to invest prudently on behalf of the Sub-Fund). In such cases,
subsequent similar investment opportunities may be allocated to the Sub-Fund or its successors,even when the original similar investment opportunities were pursued by Brookfield on a
proprietary basis.
Moreover, it is possible that prospective investment opportunities may be re-allocated (in whole orin part) among the Sub-Fund, one or more of the predecessor funds or a successor fund incircumstances that, due to timing (for example, a delay of certain regulatory approvals or other third179

party consents) or other considerations, such prospective investment opportunity becomes moresuitable for either the Sub-Fund, one or more of the predecessor funds or a successor fund, as
determined by the Investment Manager in its discretion. In such circumstances, if either the SubFund, one or more of the predecessor funds or a successor fund are ultimately allocated the fullinvestment opportunity, and such investment is completed, then the Sub-Fund, one or more of thepredecessor funds or a successor fund, as applicable, will reimburse the fund(s) that suchinvestment was originally allocated to. However, in the instance that such prospective investment
opportunity is not completed, each of the Sub-Fund, the applicable predecessor fund and/or a
successor fund will bear the costs actually borne by such fund in connection with such prospective
investment opportunity.
Furthermore, Brookfield may be offered a future investment opportunity related to, or arising from,an existing Portfolio Investment (including opportunities that align with and/or are otherwise
synergistic with Portfolio Investments), and such future investment opportunity may be allocatedto another Brookfield Account instead of being allocated to the Sub-Fund because of timing (forexample, too late in the term of the Sub-Fund), portfolio construction considerations or otherconsiderations. These subsequent investments may dilute or otherwise adversely affect theinterests of the previously invested Brookfield Accounts (including the Sub-Fund).
As a result of the foregoing, opportunities sourced by Brookfield that would otherwise be suitable
for the Sub-Fund may not be available to the Sub-Fund in their entirety and/or the Sub-Fund may
receive a smaller allocation of such opportunities than would otherwise have been the case. See"Allocation of Co-Investments" below.
For the avoidance of doubt, any investment opportunity allocated to the Sub-Fund may not
ultimately be made by the Sub-Fund due to portfolio construction or other similar considerations(including, but not limited to, the availability of capital (or lack thereof), any applicable investment
limitations or other concentration considerations), as determined by the Investment Manager in its
discretion. As a result, the Sub-Fund may not invest the full amount of any investment opportunitythat was allocated to it.
From time to time, the Sub-Fund may fund deposits or incur other costs and expenses in respect of
an investment opportunity that is ultimately shared with or made entirely by another Brookfield
Account. In such cases, such other Brookfield Account would be expected to reimburse the SubFund for such deposits or other costs or expenses. In other cases, another Brookfield Account may
fund deposits or incur other costs and expenses in respect of an investment opportunity that is
ultimately shared with or made entirely by the Sub-Fund, in which case the Sub-Fund will similarly
be expected to reimburse such other Brookfield Account for such deposits or other costs or
expenses. Additionally, any such reimbursements are expected, but not guaranteed, to include
expenses (including interest and other amounts related to borrowings) incurred by the Sub-Fund orsuch other Brookfield Account, but are not expected to include any interest or other compensation
for making any deposits or funding such other costs or expenses, which interest will generally be set
at a rate aligned with such Brookfield Account's credit facility, the preferred return of such
Brookfield Account or another rate determined by Brookfield to be reasonably applicable (whichrate may be higher or lower than the rate applicable to the reimbursing Brookfield Account's credit
facility).
Incentive to Allocate Investment Opportunities Among the Sub-Fund, Co-Investment Vehicles andOther Brookfield Accounts. Brookfield will generally have different economic interests in different
Brookfield Accounts, including among other things because certain Brookfield Accounts are whollyowned by Brookfield; Brookfield makes different capital commitments or contributions to different
Brookfield Accounts; certain Brookfield Accounts pay carried interest at different rates, and/or are
more (or less) likely to generate any carried interest at all or to generate carried interest earlier (orlater) in time; and/or because certain Brookfield Accounts charge management fees that arecalculated based on their amount of capital deployed. As a result, there could be circumstances in180which the aggregate economic benefit to the Sub-Fund, the Investment Manager and theirrespective affiliates from allocating an investment opportunity in whole or in part to another
Brookfield Account (including a co-investment vehicle) is (or is expected to be) greater than if theparticular investments were made solely by the Sub-Fund. For example, the Sub-Fund, theInvestment Manager and their respective affiliates may not be required to offset certain transaction,
break-up and other fees against management fees for co-investments. Similarly, given its varying
economic interests in different Brookfield Accounts, Brookfield will face conflicts of interests invaluing portions of an investment opportunity that is allocated among different Brookfield Accounts,
in particular where a portion of the opportunity is to be allocated to a Brookfield Account in which
Brookfield has a significantly larger economic interest relative to the other Brookfield Account thatis participating in the opportunity. Notwithstanding the foregoing, Brookfield will make allocationand valuation decisions in accordance with its fiduciary duties to Brookfield Accounts, consistent
with each Brookfield Account's governing documents and Brookfield's internal policies andprocedures.
In addition, the Sub-Fund anticipates entering into formal or informal arrangements (including one
or more multi-investment co-investment vehicles) pursuant to which Brookfield benefits
economically, directly or indirectly, from offering co-investment opportunities to one or more
Shareholders or other persons. Such arrangements will grant certain rights not offered to other
Shareholders, including, (a) reducing fees and/or incentive compensation (or providing a rebate
thereof) in respect of the Sub-Fund and other Brookfield Accounts; and (b) offering priority coinvestment opportunities alongside the Sub-Fund and/or other Brookfield Accounts with a minimum
target allocation and reducing fees and/or incentive compensation (or providing a rebate thereof)
where such minimum targets are not met. In connection with such arrangements, Brookfield may
agree to provide reduced fees and/or incentive compensation (or a rebate thereof), including inrespect of the Sub-Fund, in the instance that such investor is not allocated its full allocation of coinvestment opportunities. As a result of any such circumstances, in certain circumstances theInvestment Manager will be incentivized to allocate a greater portion of an investment opportunity
to a co-investor or any other Brookfield Account than it would otherwise allocate in the absence ofsuch economic circumstances. In addition, the Investment Manager's allocation of any coinvestment opportunities may benefit the Shareholder, the Investment Manager or any of theirrespective affiliates in other ways, including increased capital contributions to the Sub-Fund andcommitments or contributions to other Brookfield Accounts. See "Affiliated Services andTransactions" below.
Allocation of Co-Investments. Investing in the Sub-Fund does not entitle any Shareholder toallocations of co-investment opportunities and, unless a Shareholder has been given certain priority
co-investor rights, Shareholders will not have any right to receive co-investments. To the extent theInvestment Manager determines, in its discretion, that an investment opportunity that is to beoffered to and executed by the Sub-Fund, in accordance with "Allocation of Investment
Opportunities" above, exceeds the amount appropriate for the Sub-Fund (which will, in some cases,
as determined by the Investment Manager in its discretion, be less than the maximum concentration
permitted under this Sub-Fund Supplement), the Investment Manager may, in its discretion, offer
to one or more Shareholders and/or one or more third parties including, in each case, Brookfield
Accounts or Brookfield employees, the ability to participate in such opportunity as a co-investor onsuch terms and conditions as the Investment Manager determines. In addition, the Investment
Manager may offer (and in the past has offered) potential co-investment opportunities toShareholders and/or one or more third parties that, in either case, are potentially of strategic benefit
to the applicable investment opportunity and/or the Sub-Fund as a whole ("Strategic Co-Investors").
Co-investment opportunities may be offered to Strategic Co-Investors irrespective of whether theavailable investment opportunity exceeds the amount that would otherwise be appropriate for the
Sub-Fund, and therefore, participation of a Strategic Co-Investor will reduce the amount of theinvestment opportunity available to the Sub-Fund.

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Where the Investment Manager determines to offer a co-investment opportunity to one or more
Shareholders and/or one or more third parties (including, in each case, Brookfield Accounts or
Brookfield employees), the Investment Manager has broad discretion in determining to whom andin what relative amounts to allocate co-investment opportunities. Co-investment opportunities
typically will be offered to some but not other Shareholders or to third parties who are not
Shareholders (including, in each case, Brookfield Accounts or Brookfield employees). To the extent
the Investment Manager determines to allocate co-investment opportunities to Shareholders,subject to the rights applicable to any priority co-investor rights given to one or more Shareholders,
decisions regarding whether and to which Shareholders to offer co-investment opportunities are
made at the discretion of the Investment Manager and will be based on a number of factors,
including a Shareholder's expressed interest in co-investments, the size of a Shareholder'sinvestment in the Sub-Fund (or to other Brookfield Accounts), a Shareholder's willingness to pay
fees, carry or broken deal expenses, whether a Shareholder has a history of participating in coinvestment opportunities with Brookfield, whether a Shareholder has demonstrated, or has thepotential to demonstrate, a long-term and/or continuing commitment to the potential success of
Brookfield and/or the Brookfield Accounts, a Shareholder's contractual rights (if any) to coinvestment opportunities that are made available, the jurisdiction of a Shareholder, a Shareholder's
impact on tax, regulatory, legal and similar considerations, the overall strategic value to Brookfieldof offering a co-investment opportunity to such Shareholder, and the Investment Manager's
assessment of a Shareholder's ability to both fund and timely execute on the co-investment
opportunity. A decision regarding the allocation of a co-investment opportunity will be made basedon the then-existing facts-and-circumstances and then-existing factors deemed relevant by theInvestment Manager in its discretion (including factors that require subjective decision-making by
the Investment Manager), and could be different from those used in determining the allocation of
any other co-investment opportunity. For the avoidance of doubt, Brookfield will be offered coinvestment opportunities alongside the Sub-Fund in its capacity as a Shareholder of the Sub-Fund.
To the extent certain Shareholders or other potential co-investors determine not to participate in aco-investment opportunity offered to them, there may be excess opportunity available. In suchcircumstances, Brookfield will allocate such excess in its sole discretion and Brookfield, Brookfield
Accounts and/or other co-investors who are not Shareholders in the Sub-Fund may assume suchexcess in lieu of offering it to other Shareholders. Conversely, Brookfield and/or other potential coinvestors may determine that they will not, or cannot, participate (either at all or up to their full
proportionate amount) in a co-investment opportunity offered to them. In addition, Brookfield may
assign its right to participate in a co-investment opportunity to any other individual or entity,
including one or more Shareholders.
In addition, but subject to the foregoing, Brookfield or the Investment Manager may also, without
notice to the Shareholders, determine to provide additional priority rights with respect to all or aselect geographic, industry or other subset of future co-investment opportunities generally tocertain Shareholders (but not to other Shareholders, including similarly situated Shareholders) orother persons (including Brookfield), including those described above, pursuant to contracts orother arrangements with such Shareholders or other persons. The Investment Manager may form
and manage one or more investment vehicles or accounts through which Shareholders or otherpersons would participate in co-investment opportunities. Inclusion in, and the terms of, such a
program will be determined by Brookfield or the Investment Manager in its discretion, which may
include some or all of the factors described above. Except to the extent a Shareholder has enteredinto an agreement with the Sub-Fund or the Investment Manager pursuant to which the Sub-Fundor the Investment Manager has granted such Shareholder a right with respect to co-investment
opportunities, Shareholders should be aware that they have no such right, and should not expectthat they will be offered any co-investment opportunities.
The allocation of a co-investment opportunity may give rise to certain additional potential conflictsof interest, including that the Investment Manager may allocate such co-investment opportunity in182

a manner that benefits Brookfield other than as a result of receiving fees and/or incentive
compensation from a co-investor (including by allocating such co-investment opportunity to aperson in order to encourage such person to enter into a relationship with, or expand its relationshipwith, Brookfield) and that, if the co-investment opportunity is granted with respect to an existing
investment, the amount paid directly or indirectly by investors participating in such co-investment
opportunity to the Sub-Fund in respect of such investment will be determined by the Investment
Manager. Historical allocation decisions are not necessarily indicative of future allocation decisions
and the actual number of co-investment opportunities made available to Shareholders may besignificantly higher or lower than those made available in connection with other Brookfield
Accounts. In addition, in certain circumstances the Sub-Fund may bear costs related tounconsummated co-investments. See "Co-Investment Expenses" and "Line of Credit Utilization"
below.
Investors' returns with respect to co-investment opportunities may exceed Shareholders' returns
with respect to the Sub-Fund or specific Portfolio Investments, particularly for investors in coinvestment opportunities whose investment will not be subject to any (or will be subject to reduced)
management fees, carry distributions or similar compensation payable to the Sub-Fund, theInvestment Manager or their affiliates.
In addition, there is no requirement that any co-investment be made or disposed of at the sametime or on the same terms as that of the Sub-Fund. For example, investors may participate in coinvestment opportunities at a different time than the Sub-Fund (for example, where the Sub-Fundprovides interim debt or equity financing or otherwise facilitates a co-investment in advance of coinvestors' participation in such co-investment opportunity), which will also impact returns realized
by co-investors. In the event Brookfield participates in such co-investment opportunities, Brookfield
may determine to fund all or a portion of its capital contributions in respect thereof using securities
without the consent of any other co-investors, including the Sub-Fund. Brookfield will make suchdetermination with respect to the form of its funding in its sole discretion, taking into accountfactors it deems relevant under the circumstances and with a view to facilitating the consummationof the applicable transaction, including, but not limited to, (a) whether the Sub-Fund and its coinvestors are capable of funding the applicable investment in cash; (b) whether the applicable
contribution of securities is expected to be attractive to the seller of the applicable asset; and/or(c) whether the applicable contribution of securities is expected to be accretive to the applicable coinvestor(s). Such determination to fund using securities may be in Brookfield's interest alone, as
opposed to the interests of the Sub-Fund's Shareholders and other co-investors, and it is possiblethat such determination could lead to adverse consequences, including a lower likelihood oftransaction execution and/or a higher purchase price for the asset. Brookfield, in its sole discretion,
will determine the value of its contributed securities, which could be based on the volume weighted
average price of the shares over a certain period of time, the closing price of the shares as of theapplicable transaction closing date, or such other valuation it deems fair and reasonable under thecircumstances. See also "Determinations of Value" below. Furthermore, in the event Brookfieldparticipates in co-investment opportunities, Brookfield may determine to not dispose of its portionof such co-investment at the same time or on the same terms as the Sub-Fund, which may create
conflicts of interests. For example, if Brookfield determines to sell later than the Sub-Fund, whenselecting a potential purchaser of the applicable investment for the Sub-Fund, Brookfield may be
incentivized (as a result of its interest as a co-investor) to take into consideration any such
purchaser's strategic value to the applicable Portfolio Entity and the impact on the future value ofthe Portfolio Entity rather than solely obtaining the highest purchase price in respect of the SubFund's interests. Further, Brookfield determining to hold its interest in a Portfolio Entity for longer
than the Sub-Fund may result in a smaller pool of potential buyers or a decreased purchase price asa result of potential buyers being required to buy less than all of the applicable Portfolio Entity andto have a large minority owner post-acquisition. While Brookfield believes that such conflicts are
mitigated by its significant commitment to the Sub-Fund, and its potential entitlement to a variable183

management fee element that is tied to the performance of the Master Fund and Underlying Fund,such conflicts of interest are nonetheless present.
When the Sub-Fund holds a Portfolio Investment alongside co-investors, the Sub-Fund may also
provide certain guarantees under financing or refinancing arrangements (including non-recourse
carve-out, environmental, and interest and expenses guarantees) on behalf of the entire Portfolio
Investment, while co-investors are generally expected to bear their pro-rata shares of any amounts
to be paid via such guarantees through a backstop indemnity to the Sub-Fund. If such a guarantee
is required to be funded, the Sub-Fund will be responsible for the entire amount and will separately
be required to seek to collect the co-investor's portion from the co-investment vehicle.
In some cases, the Sub-Fund may make a Follow-On Investment with respect to a Portfolio
Investment (or a Portfolio Investment may otherwise seek to raise additional capital) and coinvestors or other Brookfield Accounts that have also participated in the Portfolio Investment may
elect not to participate in such Follow-On Investment or capital raise or may not be offered theopportunity to participate in such Follow-On Investment or capital raise. Furthermore, in connection
with a co-investment, co-investors may receive certain governance rights, minority protections
and/or additional liquidity rights that would not otherwise be afforded to the Shareholders in
respect of their investment in such co-investment opportunity through the Sub-Fund. See Part XIV(Risk Factors and Other Considerations) above.
Co-Investment Expenses. Co-investors will typically bear their pro rata share of fees, costs andexpenses related to the discovery, investigation, development, acquisition or consummation,
ownership, maintenance, monitoring, hedging and disposition of their co-investments and, incertain cases, may be required to pay their pro rata share of fees, costs and expenses related topotential investments that are not consummated, such as broken deal expenses (including "reverse"
breakup fees). The Investment Manager will endeavor to allocate such fees, costs and expenses ona fair and equitable basis. Notwithstanding the foregoing, co-investors may not pay or otherwise
bear fees, costs and expenses related to unconsummated co-investments, and the Sub-Fund may
bear fees, costs and expenses (including those incurred as a result of hedging related to such coinvestment opportunity) that it would not have otherwise incurred if Brookfield had not expected
to allocate such investment opportunity to co-investors. In many cases, co-investors will not be
required to bear their share of fees, costs and expenses related to unconsummated investments,
including co-investors that had contractually committed to participate in the investment and coinvestors expected to participate in the investment through a co-investment vehicle or program
managed by Brookfield. In addition, in certain circumstances, co-investors may not bear such fees,
costs and expenses, including because the co-investors have not yet been identified (or theiranticipated allocation has not yet been identified) as of the time such potential investment ceases
to be pursued, are not yet committed to such potential investment or are not contractually required
to bear such fees, costs, and expenses. In those events, such fees, costs and expenses will beconsidered operating expenses of, and be borne by, the Sub-Fund; provided that, in all instances,
Brookfield, in its capacity as a co-investor or a prospective co-investor intends to bear its pro rata
share of such fees, costs and expenses based on the amount it has committed to co-invest as of thetime a binding offer is made by the Sub-Fund. In addition, the Sub-Fund will bear the costs andexpenses of drafting form agreements used to facilitate investments by co-investors alongside the
Sub-Fund.
Facilitation of Co-Investments. Subject to the limitations contained in Part XIV (Risk Factors andOther Considerations) of this Sub-Fund Supplement, the Sub-Fund is permitted to provide interim
debt or equity financing (including emergency funding or as part of a Follow-On Investment) for the
purpose of bridging a potential co-investment or a follow-on investment related to an existing coinvestment (including prior to allocating and/or syndicating the co-investment or follow-on
investment, as applicable, to co-investors) but only to the extent that the Sub-Fund would have been
permitted to make such Portfolio Investment. In connection with any such financing, the Sub-Fund184

could incur fees, costs and expenses, including among others in connection with borrowing and/or
hedging activities (for example, hedging of currency, interest rate or other exposures). To the extent
the potential investment is not consummated, these fees, costs and expenses will be treated as
broken deal fees, costs and expenses (see "Co-Investment Expenses" above). In addition, to theextent the investment is consummated, there is no guarantee that any co-investor will ultimately
agree to bear its pro rata portion of the fees, cost and/or expenses associated with any such hedging
or borrowing activities, in which case such portions will be borne by the Sub-Fund. Moreover, the
Sub-Fund may be exposed to losses and/or expenses in connection with such activities as a result of
currency exchange rate fluctuations, hedge gains and/or other events beyond a pro rata allocation
based on the size of the Sub-Fund's investment. Even where the Sub-Fund hedges currency or otherexposure attributable to co-investors' portion of a Portfolio Investment, such hedges are expected
to be imperfect and the Sub-Fund could accordingly be exposed to losses and/or additional
expenses. Fluctuations in exchange rates during the time an interim Portfolio Investment is held by
the Sub-Fund prior to acquisition by co-investors may affect the portion of the Portfolio Investmentthat is acquired by co-investors or the price paid for such co-investment. The Sub-Fund will bearrisks associated with the facilitation and the making of the Portfolio Investment, including among
others in connection with borrowing and hedging activities, during the term it holds the Portfolio
Investment, which could be significant or perpetual if it is not able to successfully syndicate the coinvestment.
In order to potentially make available or otherwise facilitate its Portfolio Investments, at any time
during the course of a Portfolio Investment, the Sub-Fund may also use a credit facility toconsummate, support, guarantee or issue letters of credit to support the portion of the investment
made (or to be made) by co-investors. In those circumstances, such co-investors would be expected
to bear their pro rata share of fees, costs and expenses (including hedging expenses) associatedtherewith and repay any amounts that come due and payable under such credit facility, guarantee
or letter of credit issued for their benefit. However, there can be no assurance that any such coinvestor will bear such fees, costs and expenses or not default on its obligations to repay suchamounts, in which case, such amounts would be borne disproportionately by the Sub-Fund.
Where the Sub-Fund acquires or otherwise facilitates a Portfolio Investment on behalf of or with aview to syndicating it (or a portion thereof) to co-investors (including a Follow-On Investment), theterms of the sale or transfer of such Portfolio Investment to co-investors may not be favorable to
the Sub-Fund and may result in better terms for such co-investors than the Sub-Fund had when it
made (or facilitated) the investment. For example, co-investors may not agree to reimburse the SubFund for fees, costs and expenses incurred in connection with a Portfolio Investment and/or carrycosts related to a Portfolio Investment, including in connection with any bridge financing or otherborrowings associated with such Portfolio Investment, and as a result, the Sub-Fund may bear agreater amount of expenses than if they were allocated on a pro rata basis. Similarly, if a Portfolio
Investment depreciates during the period when the Sub-Fund holds it, co-investors may negotiate
a lower price and the Sub-Fund may take a loss on the portion of a Portfolio Investment it was
holding on behalf of (or with a view to syndication to) co-investors (including with respect to fees,
costs and expenses and/or carry costs related to a Portfolio Investment). In these types of situations,
the Sub-Fund may nonetheless sell the Portfolio Investment to co-investors on the terms negotiatedby (and agreed to with) such co-investors at the relevant time in the event that the Board of
Directors determines it is in the best interest of the Sub-Fund, for example out of a desire to reduce
the Sub-Fund's exposure to such Portfolio Investment or to include other participants in the
Portfolio Investment.
Drag-Along Provisions. It is likely that the Sub-Fund will be subject to certain drag-along provisions
in the context of co-investments with other Brookfield Accounts, in each case subject to applicablelaw and relevant contractual obligations. There may be situations where the timing and terms ofany disposition of Portfolio Investments by the Sub-Fund as a result of such a drag-along provision
may have the effect of providing benefits (economic or otherwise) to one or more other Brookfield

185

Accounts that do not accrue to the Sub-Fund in whole or in part. Similarly, a drag-along provision
may have the effect of requiring the Sub-Fund to dispose of assets that the Investment Manager, in
the absence of the drag-along provision, might have determined to dispose of any a different timeor in a different manner. This could have a material adverse effect on the Portfolio Investment
results realized by the Sub-Fund with respect to any Portfolio Investments (or any portion thereof)
disposed of pursuant to a drag-along provision. There could also be circumstances where a dragalong sale would be beneficial to the Sub-Fund but the Sub-Fund is prohibited by law, rule orregulation from participating in the transaction.
Client and Other Relationships. Brookfield and Oaktree (as defined in "Oaktree" in this Part XV(Conflicts of Interest)) each have long-term relationships with a significant number of developers,
institutions and corporations and their advisors ("Brookfield Client Relationships"). These
Brookfield Client Relationships may hold or may have held investments similar to the Portfolio
Investments intended to be made by the Sub-Fund, including certain Portfolio Investments that may
represent appropriate investment opportunities for the Sub-Fund. These Brookfield Client
Relationships may compete with the Sub-Fund for investment opportunities. Brookfield willcontinue to maintain such Brookfield Client Relationships after the establishment of the Sub-Fund.
In determining whether to pursue a particular opportunity, the Sub-Fund may consider these
relationships, and there may be certain potential opportunities which would not be pursued onbehalf of the Sub-Fund in view of such relationships. In addition, the Sub-Fund may invest or enter
into joint ventures or other similar arrangements with clients of Brookfield in particular Portfolio
Investments, and the relationship with such clients may influence the decisions made by the SubFund with respect to such Portfolio Investments.
Conflicts with Secondary Funds. Brookfield sponsors, manages and invests in certain Brookfield
Accounts that focus on making secondary investments (such Brookfield Accounts, "Secondary
Funds"), including investments in pooled investment vehicles managed by third parties ("Third Party
Vehicles"), recapitalizations of Third Party Vehicles and related investments (collectively,"Secondary Investments"). Such Secondary Funds and Third Party Vehicles are expected to include
one or more Brookfield Accounts that focus on making Secondary Investments in respect of
infrastructure assets that are consistent with the types of Portfolio Investments targeted by the SubFund. See also "Allocation of Investment Opportunities" above. Any Secondary Investments may besubject to significant governance, control and/or minority protection rights in favor of the Secondary
Funds. Other Brookfield Accounts (including the Sub-Fund) and their investments are expected tocompete with such Third Party Vehicles for investment opportunities and are expected to manage
competing assets. For example, in a competitive auction process, Third Party Vehicles and Brookfield
Accounts (including the Sub-Fund) could be potential bidders. Similarly, Third Party Vehicles could
invest in an asset that competes with an asset held by a Brookfield Account (including the Sub-Fund)for tenants, market share or other matters.
It is expected that Secondary Funds will make packaged investments that include investments in
Third Party Vehicles alongside direct investments in real estate assets and/or related companies(each, a "Related Asset"). A Related Asset may comprise a significant portion of the packaged
investment, and may have been suitable for and allocated to other Brookfield Accounts (including
the Sub-Fund) had it not been part of a packaged transaction alongside an investment in a Third
Party Vehicle. In such cases, the investment in the Related Asset generally will be allocated entirely
to the Secondary Funds (rather than allocating it, in whole or in part, to another Brookfield Account(such as the Sub-Fund)).
In order to mitigate potential conflicts of interest in these situations, Brookfield may but will not be
obligated to take one or more of the following actions (as it determines in its sole discretion): (i)causing the Secondary Fund to remain passive in, or recuse itself from, a situation in which it isotherwise entitled to vote, which would mean that the Secondary Fund defers to the decision or
judgment of the Third Party Vehicle or third-party investor(s) in such Vehicle, with respect to certain186

decisions; (ii) causing the Secondary Fund to hold only non-controlling interests in an investment
without governance rights; (iii) referring the matter to one or more persons that is not affiliatedwith Brookfield; (iv) consulting with and seeking the consent of the Shareholders, the limited
partners of the Secondary Fund (as deemed appropriate by Brookfield) on such matter; or (v)establishing ethical screens or information barriers (which can be temporary and of limited purpose)designed to separate Brookfield investment professionals to act independently on behalf of theSecondary Fund, on the one hand, and the other Brookfield Account (including the Sub-Fund), on
the other hand, in each case with support of separate legal counsel and other advisers.
At all times, Brookfield will endeavor to treat all Brookfield Accounts fairly, equitably and in an
impartial manner. However, there can be no assurance that any action or measure pursued by
Brookfield will be feasible or effective in any particular situation, or that its own interests won't
influence its conduct, and it is possible that the outcome for the Sub-Fund will be less favorable thanotherwise would have been the case if Brookfield did not face these conflicts of interest. In addition,
the actions and measures that Brookfield pursues are expected to vary based on the particular facts
and circumstances of each situation and, as such, there will be some degree of variation andpotentially inconsistency in the manner in which these situations are addressed.
Pursuit of Investment Opportunities by Certain Non-Controlled Affiliates. Certain companies
affiliated with Brookfield (a) are controlled, in whole or in part, by persons other than BAM or
entities controlled by it, including, for example, joint ventures or similar arrangements with third
parties where Brookfield does not have complete control; or (b) do not coordinate or consult with
the Investment Manager with respect to investment decisions (together, "Non-Controlled
Affiliates"). Such Non-Controlled Affiliates are likely to have investment objectives that overlap with
the Sub-Fund's investment objectives and conflicts are likely to arise therefrom. For example, fromtime to time such Non-Controlled Affiliates or investment vehicles managed by such Non-Controlled
Affiliates will pursue investment opportunities which are suitable for the Sub-Fund, but which are
not made available to the Sub-Fund since such Non-Controlled Affiliates do not consult with and/or
are not controlled by BAM.
Conflicts Relating to Investments by Other Brookfield Accounts
Advice to Other Brookfield Accounts May Conflict with the Sub-Fund's Interests. It is expected that(a) Brookfield (including through the Investment Manager or its personnel or one of its affiliates)
will give advice, and take actions, with respect to current or future Brookfield Accounts (including
proprietary accounts of Brookfield) that will compete or conflict with the advice the Investment
Manager gives to the Sub-Fund, or will involve a different timing or nature of action than that takenwith respect to the Sub-Fund; and (b) investments by Brookfield Accounts may have the effect ofdiluting or otherwise disadvantaging the values, prices, or investment strategies of the Sub-Fund.
When another Brookfield Account either manages or implements a portfolio decision ahead of, orcontemporaneously with, portfolio decisions for the Sub-Fund, market impact, liquidity constraints,
or other factors could result in the Sub-Fund receiving less favorable results, paying higher
transaction costs, or being otherwise disadvantaged.
In making certain decisions with regard to the Portfolio Investments that compete with or differ
from the interests of one or more Brookfield Accounts, the Sub-Fund or the Investment Manager
could face certain conflicts of interest between the interests of the Sub-Fund and the interests ofsuch Brookfield Accounts. These potential conflicts will be exacerbated in situations where
Brookfield is entitled to higher fees from other Brookfield Accounts than from the Sub-Fund, where
portfolio managers making an allocation decision are entitled to performance-based compensationfrom another Brookfield Account, where there are differences in proprietary investments in the SubFund and another Brookfield Account (including the Related-Party Investor) or where there arecapacity constraints with respect to a particular strategy or opportunity as a result of, for example,
position limits and/or regulatory reporting obligations applicable to the Investment Manager. In
addition, as a Portfolio Investment changes over time, additional conflicts of interest are expected187to arise, including as a result of earlier investment allocation decisions. Brookfield (including in its
capacity as the general partner or investment manager of a Brookfield Account) will determine theappropriate investment decision for each Brookfield Account (including the Sub-Fund) and
Brookfield, taking into account the mandate and interests of such Brookfield Account (whereapplicable) and, when applicable, in accordance with Brookfield's investment allocation protocols
and such Brookfield Account's governing documents. The investment and divestment decisions
made with respect to other Brookfield Accounts may be made without regard to the interests of the
Sub-Fund, even where such decisions are informed by the Sub-Fund's investment activities and/or
adversely affect the Sub-Fund. In addition, investment and allocation decisions made regarding theSub-Fund may be influenced by the policies of the co-investors sharing any particular investment
opportunity.
In addition, certain Brookfield Accounts (and/or investments of such Brookfield Accounts) may
provide investment banking and other advisory services to third parties with respect to assets inwhich the Sub-Fund may be invested or seeking to invest. The interests of such Brookfield Accounts(and/or investments of such Brookfield Accounts) in such circumstances may conflict with those of
the Sub-Fund, and the Sub-Fund may compete with such Brookfield Accounts (and/or investmentsof such Brookfield Accounts) in pursuing certain Portfolio Investments.
Different business units and teams within the Investment Manager and Brookfield may take views,
and make decisions or recommendations, that are different than other areas of the Investment
Manager and Brookfield. Different portfolio management teams within the Investment Manager
and Brookfield may make decisions or take (or refrain from taking) actions with respect to Brookfield
Accounts they advise in a manner that may be different than or adverse to the Sub-Fund. Such teams
might not share information with the Sub-Fund's portfolio management team, including as a resultof certain information barriers. See "Data and Information Sharing" below.
In particular, Brookfield Accounts that focus on making secondary investments are expected toinvest in pooled investment funds or other investment vehicles that are managed by third parties.
While such Brookfield Accounts are expected to negotiate for certain control rights over (and tooffer strategic advice to) such third-party funds and other investment vehicles, such third-party
funds and other investment vehicles will not be Brookfield Accounts and will not be considered"affiliates" of Brookfield. As a result, the Sub-Fund will not be restricted from purchasing Portfolio
Investments from, selling Portfolio Investments to, or otherwise transacting with or alongside suchthird-party funds or other investment vehicles. The interests of such Brookfield Accounts and thethird-party funds or other investment vehicles in which they invest may conflict with those of the
Sub-Fund, including in circumstances in which such other Brookfield Accounts exercise (or decline
to exercise) control rights over, or otherwise offer strategic advice to, such third-party funds or otherinvestment vehicles in a manner that differs from Brookfield's advice to the Sub-Fund.
Allocation of Personnel. The various teams and personnel working on the Sub-Fund will also workon matters related to other Brookfield Accounts. Accordingly, conflicts may arise in the allocation of
personnel among the Sub-Fund and such other strategies. For example, certain of the investment
professionals who are expected to devote their business time to the Sub-Fund are also contractuallyrequired to, and will, devote substantial portions of their business time to the management andoperation of other Brookfield Accounts, given the fact that the Sub-Fund is expected to co-invest
with other Brookfield Accounts. Such circumstances may result in conflicts of interest for such
portfolio managers and/or other personnel who are in a similar position.
Other Activities of the Investment Manager and Investment Committee. The members of theInvestment Committee for the Sub-Fund and other Brookfield employees who will play key roles inmanaging the Sub-Fund spend a portion of their time on matters other than or only tangentiallyrelated to the Sub-Fund. Time will be spent on managing and exiting investments of other Brookfield
Accounts, including investments made on behalf of Brookfield, and on providing services to andeffecting transactions on behalf of other groups within Brookfield and accounts other than the Sub188

Fund. Such obligations of these individuals could conflict with their responsibilities to the Sub-Fund.
These potential conflicts may be exacerbated in situations where employees may be entitled togreater incentive compensation or other remuneration in connection with certain responsibilities
than in connection with other responsibilities (including responsibilities in connection with the SubFund) or where there are differences in proprietary investments in the Sub-Fund and another
Brookfield Account (including the Related-Party Investor).
Data and Information Sharing. In light of the extensive scope of Brookfield's activities, Brookfieldoften has or obtains data and information that are utilized by Brookfield, other Brookfield Accounts
and/or their investments across multiple strategies, businesses and operations that it would nototherwise have or obtain in the ordinary course. For example, information relating to business
operations, trends, budgets, customers or users, assets, funding and other metrics that Brookfield
has or acquires through its management of other Brookfield Accounts and/or its own business andinvestment activities is used by Brookfield to identify and/or evaluate potential Portfolio
Investments for the Sub-Fund and to facilitate the management of Portfolio Investments, including
through operational improvements. Conversely, Brookfield uses data and information that it has or
acquires in connection with the Sub-Fund's activities for the benefit of its own business andinvestment activities as well as those of other Brookfield Accounts and their investments. From time
to time, Brookfield expects to commission third-party research, at the Sub-Fund's expense, inconnection with its diligence of a Fund investment opportunity or in connection with its
management of a Portfolio Investment, and such research is expected to subsequently be available
to other Brookfield Accounts and Oaktree Accounts (as defined in "Oaktree") (who will generally not
be required to compensate the Sub-Fund for the benefit they receive from such research). Suchbenefits could be material and Brookfield will have no duty, contractual, fiduciary or otherwise, tokeep such information confidential from, or not use such information in connection with thebusiness and investment activities of itself, other Brookfield Accounts and/or their Portfolio
Investments.
Brookfield believes that it will be better able to anticipate macroeconomic and other trends, andotherwise make more informed investment and other decisions for the Sub-Fund as a result of its
access to (and rights regarding) the data and information that it has or obtains through the businessand investment activities of Brookfield, other Brookfield Accounts and/or their Portfolio
Investments. Brookfield will also make investment and other decisions for itself, other Brookfield
Accounts and their investments on the basis of information Brookfield has or obtains through the
Sub-Fund's investment activities. Brookfield believes that using this data and information fromacross Brookfield Accounts (including the Sub-Fund) and their investments will provide overall
benefits to, and improve Brookfield's management of, the Sub-Fund, including its investment
activities. For example, data analytics based on inputs from a portfolio entity of another Brookfield
Account could inform business decisions for the Sub-Fund. In addition, aggregating data provides
Brookfield with opportunities to obtain bulk discounts for itself, other Brookfield Accounts andPortfolio Investments on products and services if that data shows significant demand across multiple
Brookfield Accounts and/or Portfolio Investments. Any such discounts would be allocated among
Brookfield, other Brookfield Accounts and Portfolio Investments on a fair and equitable basis as
determined by Brookfield in its sole discretion, with Brookfield able to make corrective allocations
should it determine subsequently that such corrections were necessary or advisable.
This practice gives rise to conflicts of interest, however, because in some cases, this will result in
Brookfield, another Brookfield Account or its portfolio entity taking a position that is different from,and potentially adverse to, a position taken by the Sub-Fund or a Portfolio Entity, or result in
Brookfield, another Brookfield Account or portfolio entity benefiting from the business andinvestment activities of the Sub-Fund (or vice versa). For example, Brookfield's ability to invest on
behalf of another Brookfield Account in a particular company could be enhanced by information
obtained from a Portfolio Entity of the Sub-Fund in the same or a related industry. Such investments
can be expected to provide a material benefit to Brookfield (and/or other Brookfield Accounts or189their investments) without compensation or other benefits to, or participation by the Sub-Fund or
the Shareholders, and the benefits received by Brookfield (and/or other Brookfield Accounts or theirinvestments) will not offset Management Fees or otherwise be shared with the Sub-Fund or the
Shareholders. In certain cases, investments of other Brookfield Accounts will compete with, orprovide services to competitors of, Portfolio Investments of the Sub-Fund.
As a result, Brookfield has an incentive to pursue and manage Portfolio Investments for the SubFund that have data and information that can be utilized in a manner that benefits Brookfield, other
Brookfield Accounts and/or their investments, including investments that Brookfield would nototherwise have invested in or investments on terms less favorable than Brookfield otherwise would
have sought in the ordinary course. Brookfield has implemented policies and procedures designed
to mitigate conflicts of interest and address certain regulatory requirements and contractual
restrictions with respect to its use and sharing of data and information. Brookfield is also subject tocontractual obligations and legal limitations on its use and sharing of data and information. Suchpolicies and procedures, obligations and limitations generally reduce synergies across Brookfield'svarious activities and negatively affect Brookfield's and the Sub-Fund's ability to pursue and manage
investment opportunities that would otherwise be available to Brookfield or the Sub-Fund if suchpolicies and procedures were not implemented. From time to time, these policies and procedures
also will result in the Sub-Fund or other Brookfield Accounts having reduced investment
opportunities or investment flexibility, or otherwise restrict the Sub-Fund or Brookfield in its
management and investment activities with respect to such information, such as the ability of the
Sub-Fund or a Portfolio Entity to make certain investments.
Regardless of the existence of information barriers, Brookfield will not have any obligation or otherduty to make available for the benefit of the Sub-Fund or its Portfolio Investments any information
regarding Brookfield's investment activities, strategies or views, or the activities, strategies or views
used for other Brookfield Accounts. Brookfield may share any information relating to the Sub-Fundand its Portfolio Investments with its affiliates, including those that are managed independently (inaccordance with information barriers and related protocols). Furthermore, to the extent that theInvestment Manager has access to analyses, models and/or information developed by other partsof Brookfield and/or its personnel, the Investment Manager will not be under any obligation or otherduty to effect transactions on behalf of the Sub-Fund or its Portfolio Investments in accordance withsuch analysis and models and in some cases (such as research) may be prohibited fromdisseminating information between areas within Brookfield, including to the Sub-Fund. In the event
Brookfield or the Investment Manager does not share certain information with the Investment
Manager, the Sub-Fund may make Portfolio Investments or other decisions that differ from those it
would have made if the Investment Manager had such information, which may be disadvantageous
to the Sub-Fund.
Data Management. To the extent it deems necessary or appropriate, in its sole discretion,
Brookfield may provide data management services to the Sub-Fund and its Portfolio Investments
and/or other Brookfield Accounts and their Portfolio Investments (collectively, "Data Holders").
Such services could include, among other things, assistance with obtaining, analyzing, curating,processing, packaging, organizing, mapping, holding, transforming, enhancing, marketing and selling
data for monetization through licensing and/or sale arrangements with third parties and/or directlywith Data Holders. To the extent provided, these services would be subject to the limitations
discussed below and applicable contractual and/or legal obligations or limitations, including on theuse of material non-public information. Moreover, where an arrangement is with the Sub-Fund or
its Portfolio Investments, the Sub-Fund would directly or indirectly bear its appropriate share of
related compensation. In addition, in Brookfield's sole discretion, data from one Data Holder may
be pooled with data from other Data Holders, subject to applicable laws and regulations (including
privacy laws and regulations), and any revenues arising from such pooled data sets would beallocated among Brookfield and the applicable Data Holders on a fair and equitable basis as190

determined by Brookfield in its sole discretion, with Brookfield able to make corrective allocations
should it determine subsequently that such corrections were necessary or advisable.
Brookfield's compensation for any data management services could include a percentage of therevenues generated through any licensing and/or sale arrangements, fees, royalties and cost andexpense reimbursement (including start-up costs and allocable overhead associated with personnel
working on relevant matters (including salaries, benefits and other similar expenses)). This
compensation will not offset management fees or otherwise be shared with the Data Holders, the
Sub-Fund, other Brookfield Accounts, their Portfolio Investments or any Shareholders. Brookfield
may share the products from its data management services within Brookfield (including other
Brookfield Accounts and/or their Portfolio Investments) at no charge and, in such cases, the Data
Holders are not expected to receive any financial or other benefit from having provided their data
to Brookfield. The provision of data management services will create incentives for Brookfield to
pursue and make investments that generate a significant amount of data, including on behalf of the
Sub-Fund. While all Portfolio Investments will be within the Sub-Fund's investment mandate andconsistent with the Sub-Fund's investment objectives, they could include investments that
Brookfield might not otherwise have made or investments on terms less favorable than Brookfieldotherwise would have sought to obtain had it not been providing data management services.
Terms of an Investment by a Brookfield Account May Benefit or Disadvantage Another Brookfield
Account. From time to time, in making investment decisions for the Sub-Fund or another Brookfield
Account, the Investment Manager or the Board of Directors will face certain conflicts of interest
between the interests of the Sub-Fund, on the one hand, and the interests of the other Brookfield
Account. For example, subject to applicable law and any limitations contained in the Articles, theInvestment Manager from time to time could cause the Sub-Fund to invest in securities, bank loans
or other obligations of companies or properties affiliated with or advised by Brookfield or in which
Brookfield Accounts have an equity, debt or other interest, or to engage in investment transactions
that result in other Brookfield Accounts getting an economic benefit, being relieved of obligations
or divested of investments. For example, from time to time, the Sub-Fund could make debt or equity
Portfolio Investments in entities which are expected to use the proceeds of such Portfolio
Investment to repay loans from another Brookfield Account. Depending on the circumstance, suchother Brookfield Account would benefit if the Sub-Fund invested more money, thus providing
sufficient funds to repay such other Brookfield Account, or it would benefit if the loans remained
outstanding and such Brookfield Account continued to receive payment under the existing loans, if
the loans were on attractive terms (including an attractive interest rate) from the perspective ofsuch Brookfield Account. Alternatively, from time to time another Brookfield Account is in theposition of making an investment that could be used to repay loans from the Sub-Fund (which could
occur earlier than otherwise expected for the Sub-Fund), which would present the opposite conflict.
Similarly, such conflicts are also present in other situations. For example, in certain circumstances,a Brookfield Account will pursue a take-private, asset purchase or other material transaction with
an issuer in which the Sub-Fund is invested, which could result in the Sub-Fund being paid out earlier
than otherwise expected. In situations where the activities of the Sub-Fund enhance the profitabilityof other Brookfield Accounts with respect to their investment in and activities relating to companies,
the Investment Manager could take the interests of such other Brookfield Accounts into
consideration in connection with actions it takes on behalf of the Sub-Fund. See "Investments withRelated Parties" below.
Additionally, there may be instances where the Sub-Fund or another Brookfield Account or one of
their investments enters into agreements with third parties (or invest in assets or Portfolio
Investments that have pre-existing agreements with third parties) that restrict the ability of other
Brookfield Accounts (including the Sub-Fund) to engage in potentially competitive actions, such as
developing competing assets within a defined geographical area. These agreements could adversely
impact the Sub-Fund's ability to pursue attractive investment opportunities. In cases where the SubFund or one of its Portfolio Investments has entered into such a restriction, the Sub-Fund may from191

time to time seek to induce its counterparty to waive such restriction for the benefit of another
Brookfield Account. No consent or notification will be provided to the Shareholders in thesesituations.
Conflicts Among Portfolio Investments and Brookfield Accounts. There may be conflicts between
the Sub-Fund or a Portfolio Investment, on the one hand, and Brookfield or another Brookfield
Account or one or more investments thereof, on the other hand. For example, a portfolio entity of
another Brookfield Account may be a competitor, customer, service provider or supplier of one ormore of the Sub-Fund's Portfolio Investments. In such circumstances, such Brookfield Account or
portfolio entity thereof may take actions that have adverse consequences for the Sub-Fund or oneof its Portfolio Investments, such as seeking to increase its market share at the Portfolio Entity's
detriment, withdrawing business from the Portfolio Entity in favor of a competitor that offers thesame product or service at a more competitive price, increasing prices of its products in its capacity
as a supplier of the Portfolio Entity or commencing litigation against the Portfolio Entity. In addition,in such circumstances, the Investment Manager may not pursue certain such actions on behalf of
the Sub-Fund, which could result in a benefit to a Brookfield Account other than the Sub-Fund, orvice versa. Brookfield has implemented policies and procedures designed to mitigate such potential
conflicts of interest. Such policies and procedures could reduce the business activity among theinvestments of Brookfield Accounts, which would negatively affect a Portfolio Entity and, therefore,
the Sub-Fund as a whole. Another Brookfield Account or portfolio entity thereof may nonethelesscontinue to take such actions that have adverse consequences for the Sub-Fund or its Portfolio
Investments, and Brookfield will not have any obligation or duty in this regard.
Investments with Related Parties. In certain circumstances, subject to the limitations set forth in
the Articles, the Prospectus and this Sub-Fund Supplement, the Sub-Fund could invest in assets orcompanies in which Brookfield or another Brookfield Account (including a co-investment account)holds an equity or debt position or in which Brookfield or another Brookfield Account invests (eitherin equity or debt positions) subsequent to the Sub-Fund's investment. For example, from time totime, Brookfield and/or another Brookfield Account (including a co-investment account) will:(a) enter into a joint transaction with the Sub-Fund; (b) in their discretion, invest alongside the SubFund in order to facilitate a Portfolio Investment (for example, to the extent there is excess capacity)or to facilitate compliance with specific legal, regulatory or similar requirements; (c) be borrowersof certain Portfolio Investments or lenders in respect of the Sub-Fund; and/or (d) invest in different
levels of an issuer's capital structure. Relatedly, the Sub-Fund could own (y) equity positions ofassets that have been pledged as collateral or otherwise provide security for notes owned by
Brookfield or another Brookfield Account; or (z) structured products (including commercial
mortgage-backed securities) in which one or more Brookfield Accounts invest. Any restrictions in
the Articles, the Prospectus or this Sub-Fund Supplement that relate to buying Portfolio Investmentsfrom and selling Portfolio Investments to Brookfield Accounts do not apply with respect toinvestments in companies or properties in which Brookfield Accounts have invested or will invest.
As a result of the various conflicts and related issues described herein, the Sub-Fund could sustain
losses during periods in which Brookfield Accounts achieve profits generally or with respect toparticular investments, or could achieve lower profits or higher losses than would have been thecase had the conflicts described herein not existed.
Brookfield and other Brookfield Accounts invest in a broad range of asset classes throughout thecorporate capital structure, including debt positions (either junior or senior to the Sub-Fund's
positions) and equity securities (either common or preferred). It is possible that the Sub-Fund or
one or more of its Portfolio Investments will hold an interest in one part of a company's capital
structure while another Brookfield Account or one or more of its Portfolio Investments holds aninterest in another. In situations where such company or property is experiencing distress orbankruptcy, such conflicts of interest will be exacerbated. In such scenarios, other Brookfield
Accounts or other consortiums, including Brookfield, Oaktree or Oaktree Accounts, could holdinterests that are more senior in priority to that of the Sub-Fund and could seek to take over such192

company or property. In such circumstance, Brookfield Accounts, Oaktree and/or Oaktree Accounts
that participate in such asset could take actions that are adverse to the interests of the Sub-Fund.
Alternatively, the Sub-Fund may make an investment in a company in which Brookfield or another
Brookfield Account invests and such company may already be experiencing (or may in the future
experience) distress or bankruptcy. The Sub-Fund may, or may not, be successful in managing it outof such distress. The conflicts between such parties and the Sub-Fund will be more pronounced
where the asset is near default on existing loans and the Sub-Fund may not have the ability to call
additional capital or use reserves or other sources of capital in order to sustain its position in theasset (either because the Sub-Fund is out of available capital contributions or other limitations). In
this case, Brookfield, Brookfield Accounts, Oaktree and/or Oaktree Accounts could, for a relatively
small investment, obtain a stake in such company or take over the management of (and risk relatingto) such company to the detriment of the Sub-Fund.
The interests of Brookfield Accounts and other consortium members in certain Portfolio
Investments could differ from those of the Sub-Fund and could be acquired at different times, atdifferent prices, with a different view (including different investment objectives and otherconsiderations) and be subject to different terms and conditions. Furthermore, to the extent that
the Sub-Fund acquires an interest in assets or companies subsequent to another Brookfield Account,
it is possible that participation by the Sub-Fund could result in a direct or indirect financial benefit
to such Brookfield Account which would not have otherwise obtained. In addition, Brookfield
Accounts and other consortium members could dispose of their interests in applicable investments
at different times and on different terms than the Sub-Fund, including in situations where Brookfield
Accounts facilitated an investment with a view to reselling their portion of such investment to third
parties following the closing of the transaction (which could, in certain situations, result in the
Brookfield Account receiving compensation for (or related to) such sale) or where Brookfield
Accounts and/or such consortium members seek to reallocate capital to other opportunities, de-riskof exposures, or otherwise manage their investments differently than the Sub-Fund, which could
have an adverse effect on the value and/or liquidity of the Sub-Fund's Portfolio Investment. In any
such circumstances, such Brookfield Accounts or other consortium members will likely sell interests
at different values, and possibly higher values, than the Sub-Fund will be able to when disposing of
the applicable Portfolio Investment. Where the Sub-Fund invests alongside another Brookfield
Account, the Sub-Fund may desire to manage its Portfolio Investment differently than such
Brookfield Account, but may be restrained from doing so because of the Brookfield Account.
Moreover, from time to time, the Sub-Fund and Brookfield Account(s) will jointly acquire a portfolio
of properties or other assets with a view to dividing up the properties or other assets between themin accordance with their investment mandates. In this circumstance, Brookfield will determine theterms and conditions relating to the investment, including the purchase price associated with each
property or other asset, which price may not represent the price the Sub-Fund would have paid if
the transaction had involved the acquisition only of those properties or other assets the Sub-Fundultimately retains. In certain circumstances, the Sub-Fund may have residual liability for assets thatwere allocated to another Brookfield Account, including potential tax liabilities. Additionally, fromtime to time, Brookfield will seek to sell assets on behalf of the Sub-Fund and one or more other
Brookfield Accounts together, including because Brookfield deems it to be in the best interests of
the Sub-Fund and each participating Brookfield Account to do so and/or because it believes the SubFund and each applicable Brookfield Account would generate excess value as part of a joint portfolio
or platform sale. In this circumstance, Brookfield will determine the terms and conditions relating
to such disposition, including the manner of sale, the ultimate sale price associated with each
property and/or other asset and the allocation of the sale price among the Sub-Fund and the otherparticipating Brookfield Accounts, which will be based on one or more factors, as deemed
appropriate by Brookfield in its discretion, including among others internal carrying values of therelevant assets, appraisals and/or valuations of the relevant assets, the advice of external
consultants and/or advisers, and/or the values attributed to the various assets by one or more of
the bidders for the portfolio. Notwithstanding the foregoing, Brookfield's ultimate allocation of the193sale price among the Sub-Fund and the other participating Brookfield Accounts could be different
than any one particular factor utilized in its determination, including the values attributed to thevarious assets by the ultimate purchaser of the assets. Furthermore, from time to time the Sub-Fundand another Brookfield Account will likely jointly enter into a binding agreement to acquire an
investment. If such other Brookfield Account is unable to consummate such investment, the SubFund will likely be subject to additional liabilities, including the potential loss of any deposit or the
obligation to fund the entire Portfolio Investment. Similarly, to the extent that indebtedness inconnection with a Portfolio Investment is structured such that both the Sub-Fund and another
Brookfield Account are jointly responsible on a cross-collateralized, joint borrower, joint guarantor
or similar basis for the repayment of the indebtedness, the failure of the other Brookfield Accountto repay such indebtedness or meet other obligations may result in the Sub-Fund being required tofund more than their pro rata share of the indebtedness.
In situations in which Brookfield and/or another Brookfield Account holds an interest in a Portfolio
Investment that differs from that of the Sub-Fund, conflicts of interest will arise in connection with,among other things, the following: (i) the nature, timing and terms of each Brookfield Account's
investment; (ii) the allocation of control and other governance rights among the Brookfield
Accounts; (iii) the strategic objectives or timing underlying each Brookfield Account's investments;(iv) differing disposition rights, views and/or needs for all or part of an investment; and/or(v) resolution of liabilities in connection with an investment among the Brookfield Accounts. These
conflicts result from various factors, including, among other things, investments in different levelsof the capital structure, different measurements of control, different risk profiles, different rights
with respect to disposition alternatives, different investment objectives, strategies and horizons anddifferent target rates of return as well as rights in connection with co-investors.
As noted above, from time to time the Sub-Fund and other Brookfield Accounts (including coinvestment accounts) will invest in different classes or types of securities of the same company (orother assets, instruments or obligations issued by such company) or otherwise on different terms
thereby creating divergent interests. For example, if the company or asset experiences financial
distress, bankruptcy or a similar situation, the Sub-Fund's interest may be subordinated or otherwise
adversely affected by virtue of such Brookfield Account's involvement and actions relating to its
investment to the extent such interest is more senior to, or has different contractual rights than, the
Sub-Fund's position. This could be exacerbated by the fact that the Sub-Fund generally expects tohold minority interests in the investments it makes alongside the other Brookfield Accounts. In thesesituations, Brookfield will face conflicts in managing each side's investment with a view tomaximizing its value and, in connection therewith, pursuing or enforcing rights or activities. At all
times, Brookfield will seek to treat each Brookfield Account (including the Sub-Fund) fairly, equitably
and consistent with its investment mandate in pursuing and managing these investments. However,these factors could result in the Sub-Fund's and other Brookfield Accounts' interests being managed
differently under certain circumstances and the Sub-Fund realizing different returns (including,possibly lower returns) on its investment than Brookfield and/or other Brookfield Accounts on
theirs.
In addition, Brookfield is expected to advise other Brookfield Accounts with respect to different
parts of the capital structure of an investment. As a result, Brookfield could pursue or enforce rights
or activities, or refrain from pursuing or enforcing rights or activities, with respect to a particular
Portfolio Investment in which the Sub-Fund has invested. The Sub-Fund or such investment could
be negatively affected by these activities, and the Sub-Fund's transactions may be executed at prices
or terms that may be less favorable than would otherwise have been the case. In addition, in theevent that other Brookfield Accounts hold voting securities of an issuer in which the Sub-Fund holds
loans, bonds, or other credit-related securities, Brookfield or such other Brookfield Accounts may
have the right to vote on certain matters that could have an adverse effect on the positions held by
the Sub-Fund.

194

As a result of the various conflicts and related issues described above, the Sub-Fund could sustain
losses during periods where a Brookfield Account achieves profits generally or with respect toparticular holdings, or could achieve lower profits or higher losses than would have been the case
had the conflicts described above not existed.
In order to mitigate potential conflicts of interest in these situations, Brookfield may but will not be
obligated to take one or more actions on behalf of itself, the Sub-Fund or another Brookfield
Account, including one or more of the following (as it determines in its sole discretion):(A) forbearance of rights, such as causing Brookfield, the Sub-Fund or another Brookfield Accountto remain passive in a situation in which it is otherwise entitled to vote, which could mean that theSub-Fund (or Brookfield or another Brookfield Account, as applicable) defers to the decision or
judgment of an independent, third-party investor; (B) causing Brookfield, the Sub-Fund or another
Brookfield Account to hold only a non-controlling interests in any such Portfolio Investment;(C) referring the matter to one or more persons that is not affiliated with Brookfield, such as a thirdparty loan servicer, administrative agent or other agent to review and/or approve of an intended
course of action; (D) consulting with the Sub-Fund's investors on such matter; (E) establishing ethicalscreens or information barriers (which can be temporary and of limited purpose) designed toseparate Brookfield investment professionals to act independently on behalf of the Sub-Fund, on
the one hand, and the other Brookfield Account, on the other hand, in each case with support ofseparate legal counsel and other advisers; (F) seeking to ensure that the Sub-Fund and the other
Brookfield Account own interests in the same securities or financial instruments and in the same
proportions so as to preserve an alignment of interests; or (G) causing the Sub-Fund (or another
Brookfield Account) to divest of a Portfolio Investment that it otherwise could have held on to,including causing the Sub-Fund to sell its position to Brookfield or another Brookfield Account (orvice versa).
At all times, Brookfield will endeavor to treat all Brookfield Accounts (including the Sub-Fund) fairly,
equitably and in an impartial manner. However, there can be no assurance that any action ormeasure pursued by Brookfield will be feasible or effective in any particular situation, or that its
own interests won't influence its conduct, and it is possible that the outcome for the Sub-Fund willbe less favorable than otherwise would have been the case if Brookfield did not face these conflictsof interest. In addition, the actions and measures that Brookfield pursues are expected to vary basedon the particular facts and circumstances of each situation and, as such, there will be some degreeof variation and potentially inconsistency in the manner in which these situations are addressed.
Furthermore, from time to time Brookfield intends to enter into a voting agreement with one ormore other Brookfield Accounts alongside which the Sub-Fund is invested, which, among otherthings, would allocate (upon such Brookfield Account's election), directly or indirectly, certain voting
rights of the Board of Directors or the Investment Manager with respect to the Sub-Fund or withrespect to one or more properties or Portfolio Investments to such affiliates. However, for the
avoidance of doubt, Brookfield will in all circumstances control the Sub-Fund.
Distributions in Kind. From time to time, the Sub-Fund may declare a distribution-in-kind of a
Portfolio Investment or a portion thereof. Pursuant to any such distribution-in-kind, theShareholders (including third-party Shareholders, Brookfield Accounts and Brookfield personnel
that are invested in the Sub-Fund) will receive their pro rata portions of the distribution. Upon
receipt of such interests, each recipient (including Brookfield Accounts and Brookfield personnel)
generally will be free to sell its interests in its sole discretion, which may have an adverse impact on
the value and/or liquidity of other recipients' interests. For the avoidance of doubt, the value of thePortfolio Investment upon a distribution in-kind to the Sub-Fund's investors may exceed the value
ultimately received by the Sub-Fund's investors if they seek to dispose of such interests for cash. In
addition, each recipient will likely sell its interests at a different value, and it is possible that
Brookfield Accounts and Brookfield personnel sell their interests at higher prices than third-party
Shareholders. It is likely that many Shareholders will elect to have Brookfield dispose of suchinterests for cash on their behalf while Brookfield will retain the securities, which may exacerbate

195the risks and conflicts identified herein. In the event of a partial distribution in-kind, Brookfield
Accounts and Brookfield personnel will be free to sell the interests that they received in advance ofany sales by the Sub-Fund of the remaining portion of the Portfolio Investment, which may adversely
impact the value and/or liquidity of the Sub-Fund's remaining position and may be at higher prices
than the Sub-Fund ultimately sells the remaining portion of the Portfolio Investment.
Investment Platforms. The Sub-Fund, alone or co-investing alongside other Brookfield Accounts or
third parties may develop, organize, or acquire assets that will serve as a platform for investment in
a particular sector, geographic area or other niche (such arrangements, "Investment Platforms").
The management teams for such Investment Platforms ("Platform Management Teams") will beowned and controlled by the Sub-Fund, other Brookfield Accounts, and/or third parties, and may beestablished through recruitment, contract and/or the acquisition of one or more Portfolio
Investments. The executives, officers, directors and shareholders of Platform Management Teams
may represent other financial investors with whom the Sub-Fund is not affiliated and whose
interests may conflict with the interests of the Sub-Fund or which may include other professional
interests that may conflict with the interests of the Sub-Fund. Platform Management Teams may
also provide services to, and facilitate investments by, other Brookfield Accounts. The Sub-Fund willbear the expenses of Platform Management Teams as appropriate, which may include (a) overhead
expenses, employee compensation, diligence expenses or other related expenses in connection withbacking the Platform Management Team; and (b) building out the Investment Platform. Suchexpenses may be borne directly by the Sub-Fund as Sub-Fund Expenses (or broken deal expenses, if
applicable). In certain cases, the services provided by a Platform Management Team may overlap
with the services provided by Brookfield to the Sub-Fund. The compensation of Platform
Management Teams may include interests in the profits of the Investment Platform, including
profits realized in connection with the disposition of an asset, and co-investments alongside the
Sub-Fund. Although an Investment Platform may be controlled by the Sub-Fund, other Brookfield
Accounts, and/or third parties, members of the management team will not be treated as employeesof Brookfield for purposes of the Articles, and none of the expenses, profit interests or otherarrangements described above will offset the Management Fee. From time to time, Platform
Management Teams (or portions thereof) may be transferred to Brookfield, and the Sub-Fund andits Investment Platforms will not be compensated for such transfer.
Insurance and Reinsurance Capital. Brookfield currently manages, and expects in the future to
manage, one or more Brookfield Accounts that focus on investing insurance and reinsurance-related
capital ("Brookfield Insurance Accounts"). Among other things, Brookfield Insurance Accounts are
expected to invest in securities of issuers affiliated with Brookfield Accounts, including securities
issued by Portfolio Investments such as investment grade, high-yield and other debt securities andcertain equity investments. For example, from time to time, Brookfield Insurance Accounts could
invest in asset-backed securities, commercial mortgage backed securities, and other debt securities
and instruments issued by the Sub-Fund or its Portfolio Investments (as part of the Sub-Fund's
financing of an underlying investment). Brookfield Insurance Accounts could also provide financing
to purchase investments from the Sub-Fund. See "Financing to Fund Counterparties" below.
Brookfield Insurance Accounts' investments generally will be made on terms determined to be arm's
length market terms (based on terms negotiated with third-party investors or terms that Brookfieldotherwise determines to be consistent with arm's length market terms). However, Brookfield
Insurance Accounts' investments in debt securities and/or instruments will result in Brookfield
Insurance Accounts and other Brookfield Accounts (such as the Sub-Fund) being invested in different
levels of an issuer's capital structure. For the avoidance of doubt, interest, fees and other amounts
earned by Brookfield Insurance Accounts in respect of these investments will not offset or otherwise
reduce the Management Fee. These situations will give rise to conflicts of interests and potential
adverse impacts on the Sub-Fund, which are described in more detail (including as to the manner inwhich Brookfield will manage these situations) in "Investments with Related Parties" above.

196

Because Brookfield manages Brookfield Insurance Accounts, certain transactions (such as, forexample, cross trades or other transactions involving the Sub-Fund, on the one hand, and a
Brookfield Insurance Account, on the other hand) present conflicts of interest.
Structuring of Investments and Subsidiaries. Certain Portfolio Investments may be structured in amanner that benefits particular Shareholders or groups of Shareholders, including Brookfield.
Brookfield expects to be the largest investor in the Underlying Fund and will be entitled to receive
Management Fees (including the Variable Management Share distributions). As a result, Brookfield
may structure the Underlying Fund and the Portfolio Investments in a manner that is advantageousfor Brookfield, while also taking into account the interests of the Shareholders. In that regard, the
Sub-Fund may cause all of the Shareholders' Shares (other than Shares held by certain Shareholders
that are Brookfield affiliates), to be redeemed / withdrawn in whole, rather than dissolving orcancelling the Sub-Fund with the relevant authority. Similarly, Brookfield may undertake
transactions involving subsidiary entities of the Sub-Fund that result in such subsidiaries winding up
via a series of loans and repayments that may leave such subsidiaries in existence and owned by
BAM or its affiliate, but no longer owned by the Sub-Fund, after the Sub-Fund's term or therealization of the relevant Portfolio Investment. Brookfield may also cause subsidiaries of the SubFund to lend proceeds to a Brookfield affiliate (without interest), with such proceeds ultimately paidback to the Sub-Fund itself or to a different subsidiary. Brookfield may also take all or a portion of
distributions to which it is entitled (in respect of Brookfield's capital contributions or Variable
Management Share distributions) in the form of an interest-free loan from the Sub-Fund that is later
erased. Brookfield may also implement various other strategies and structures over time based on
its own interests and objectives.
Restrictions on the Sub-Fund's Activities. Brookfield is subject to certain protocols, obligations andrestrictions in managing the Sub-Fund, including conflicts-management protocols, aggregatedregulatory reporting obligations and other regulatory restrictions (which also apply with respect tocertain Brookfield businesses that are separated by an information barrier, including PSG andOaktree (in each case, as defined and described below)) and certain investment-related restrictions,which could in certain situations have an adverse effect on the Sub-Fund.
Buying and Selling Assets. Other than the acquisition from or sale of a Portfolio Investment to a
Brookfield Account where either the Sub-Fund and such Brookfield Account are generally intended
to co-invest alongside each other in such Portfolio Investment or the Sub-Fund and such Brookfield
Account are ultimately intended to invest in different assets that are acquired as part of a portfolioof assets or platform, and subject to any other exceptions as described in the Articles, the Prospectusor this Sub-Fund Supplement, the Sub-Fund will not invest (directly or indirectly) in any securities
issued by, or acquire Portfolio Investments from or sell Portfolio Investments to, Brookfield(excluding, for this purpose, any Portfolio Investments of a Brookfield Account). These purchases
and sale may cause conflicts of interest, including with respect to the consideration offered and theobligation of such affiliates. Additionally, the Sub-Fund may, in its discretion, determine not topursue a transaction that would otherwise be within the investment objective of the Sub-Fund, insuch circumstance, other Brookfield Accounts may pursue and make such transaction.
Financings. If a Brookfield Account or an Oaktree Account participates as a lender in borrowings by
the Sub-Fund or any subsidiary (including an investment entity), Brookfield's interests may conflictwith the interests of the Sub-Fund or the applicable Investments. In this situation, the Sub-Fund's
assets may be pledged to such Brookfield Account or Oaktree Account as security for the loan. In its
capacity as a lender, the relevant Brookfield Account or Oaktree Account may act in its own interest,
without regard for the interests of the Sub-Fund, the Portfolio Investments or the Shareholders,which may materially and adversely affect the Sub-Fund, any subsidiary or investment entity and, incertain circumstances such as an event of default, ultimately may result in realization of the SubFund's or a Portfolio Investment's assets and a loss of the entire Portfolio Investment of the197

Shareholders. See "Investments with Related Parties" above for further discussion with respect tothe conflicts of interest that may arise in connection with Brookfield acting as a lender.
Financing to Fund Counterparties. There may be situations in which a Brookfield Account will offer
and/or commit to provide financing to one or more third parties that are expected to bid for and/or
purchase a Portfolio Investment (in whole or in part) from the Sub-Fund. This type of financing could
be provided through pre-arranged financing packages arranged and offered by a Brookfield Accountto potential bidders in the relevant sales process or otherwise pursuant to bilateral negotiations
between one or more bidders and the Brookfield Account. For example, where the Sub-Fund seeks
to sell a Portfolio Investment (in whole or in part) to a third party in the normal course, a Brookfield
Account may offer the third-party debt financing to facilitate its bid and potential purchase of thePortfolio Investment.
This type of arrangement will only be offered in situations in which Brookfield believes it is neutral
to or provides benefits to the Sub-Fund by supporting third parties in their efforts to successfully bid
for and/or acquire Portfolio Investments. However, acquisition financing arranged and offered by
Brookfield Accounts also creates potential conflicts of interest. In particular, the Brookfield
Account's participation as a potential lender in the sales process could create an incentive to selecta third-party bidder that uses financing arranged by a Brookfield Account to the potential detrimentof the Sub-Fund.
In order to mitigate potential conflicts of interest in these situations, Brookfield generally will seek
to take one or more of the following actions (as it determines in its sole discretion) in satisfaction ofits duties to the Sub-Fund: (a) offer Portfolio Investments for sale in the normal course via
competitive and blind bidding processes designed to maximize the sales value for the Sub-Fund;(b) engage one or more independent advisers, such as sell-side bankers, on behalf of the Sub-Fundto administer and facilitate a commercially fair and equitable sales process; (c) consult with the
Shareholders with respect to a recommended and/or intended course of action; (d) establish ethicalscreens or information barriers (which can be temporary and of limited purpose) to separate the
Brookfield investment professionals that act on behalf of the Sub-Fund, on the one hand, from the
Brookfield investment professionals that act on behalf of the Brookfield Account arranging andoffering the acquisition financing, on the other hand; and (e) such other actions that Brookfield
deems necessary or appropriate taking into account the relevant facts-and-circumstances.
However, there can be no assurance that any particular action will be feasible or effective in any
particular situation, or that Brookfield's own interests won't influence its conduct, and it is possiblethat the outcome for the Sub-Fund will be less favorable than otherwise would have been the case
if Brookfield did not face these conflicts of interest. In addition, the actions that Brookfield pursues
are expected to vary based on the particular facts and circumstances of each situation and, as such,there will be some degree of variation and potentially inconsistency in the manner in which thesesituations are addressed.
In addition, in certain situations Brookfield may accept a bid for a Portfolio Investment from a bidderthat received acquisition financing from a Brookfield Account that is at a lower price than an offerthat it received from a party that has independent financing sources. For example, although price isoften the deciding factor in selecting whom to sell a Portfolio Investment to, other factors frequently
influence the seller, including, among other things, closing conditions, lack of committed financing
sources, regulatory or other consent requirements, and such other factors that increase the risk of
the higher-priced bidder being able to complete or close the transaction under the circumstances.
Brookfield could therefore cause the Sub-Fund to sell a company to a third party that has received
financing from another Brookfield Account, even when such third party has not offered the most
attractive price.
In exercising its discretion hereunder, Brookfield will seek to ensure that the Sub-Fund obtains themost favorable sale package (including sales price and certainty and speed of closing) on the basisof a commercially fair and equitable sales process.
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Investments by Brookfield Personnel. The partners, members, shareholders, directors, officers andemployees of the Investment Manager and its affiliates ("Brookfield Personnel") are permitted tobuy and sell securities or other investments for their own accounts (including through the Sub-Fundor other Brookfield Accounts) or accounts of their family members, including trusts and othercontrolled entities. Positions may be taken by such Brookfield Personnel that are the same, different
from, or made at different times than positions taken for the Sub-Fund. To reduce the possibility of(a) potential conflicts between the investment activities of the Sub-Fund and those of Brookfield
Personnel; and (b) the Sub-Fund being materially adversely affected by personal trading activities
described above, Brookfield has established policies and procedures relating to personal securities
trading. To this end, Brookfield Personnel that participate in managing the Sub-Fund's investment
activities are generally restricted from engaging in personal trading activities (unless such activities
are conducted through accounts over which Brookfield Personnel have no influence or control), andother Brookfield Personnel generally must pre-clear proposed personal trades. In addition,
Brookfield's policies include prohibitions on insider trading, front running, trading in securities thatare on Brookfield's restricted trading list, trading in securities that are subject to a black-out period
and other restrictions.
Investments by the Related-Party Investor. Certain executives and former executives of Brookfieldown a substantial majority of an investment vehicle (the "Related-Party Investor") whose
investment mandate is managed by Brookfield. The Related-Party Investor's investment mandate
generally focuses on liquid securities and includes, among other things, equity, debt and otherinvestments in Brookfield and third-party companies, which are made directly and through separate
accounts managed by Brookfield, Oaktree and PSG. The Related-Party Investor's investments
include, among other things, interests in companies that other Brookfield Accounts have invested
in, are investing in, are invested in and/or will in the future invest in, including in certain cases
investments made alongside other Brookfield Accounts.
There is no information barrier between the personnel managing the Related-Party Investor's
activities and the rest of Brookfield (with the exception of Oaktree and PSG, which are walled off).
Brookfield has adopted protocols designed to ensure that the Related-Party Investor's activities do
not materially conflict with or adversely affect the activities of the Sub-Fund (or any other Brookfield
Account) and to ensure that the Sub-Fund's (and Other Brookfield Accounts') interests are, to theextent feasible, prioritized relative to the Related-Party Investor's interests, including among othersin connection with the allocation of investment opportunities and the timing of execution of
investments.
Brookfield's Public Securities Group. Brookfield is an active participant, as agent and principal, in
the global fixed income, currency, commodity, equities and other markets. Certain of Brookfield's
investment activities are managed independently of, and carried out without any reference to, themanagement of the Sub-Fund. For example, Brookfield invests, trades or makes a market in theequity, debt or other interests of certain investments without regard to the impact on the Sub-Fundof such activities. In particular, PSG manages investment funds and accounts that invest in public
debt and equity markets. There is currently an information barrier in place pursuant to which theInvestment Manager and PSG manage their investment operations independently of each other anddo not generally share information relating to such activities. Consequently, the Investment
Manager and PSG generally do not consult each other about, or have awareness of, investment
decisions made by the other, and neither is subject to any internal approvals over its investment
decisions by any person who would have knowledge of the investment decisions of the other. As aresult, PSG will not share investment opportunities that would otherwise be suitable for the SubFund with the Investment Manager and the Investment Manager and the Sub-Fund will have norights with respect to such opportunities. In addition, in certain circumstances, funds and/or
accounts managed by PSG will hold an interest in a Portfolio Investment (or potential investment)of the Sub-Fund. In such situations, PSG funds and/or accounts may benefit from the Sub-Fund's
activities. In addition, as a result of different investment objectives and views, PSG is likely to199manage its interests in a way that is different from the Sub-Fund (including, for example, by investingin different portions of an issuer's capital structure, short selling securities, voting securities in adifferent manner, and/or selling its interests at different times than the Sub-Fund). The potential
conflicts of interest described herein are magnified as a result of the information sharing barrier as
the Sub-Fund's investment team generally will not be aware of, and will not have the ability to
manage, such conflicts. Brookfield has discretion at any time, and without notice to Shareholders,
to remove or modify such information barrier. In the event that the information barrier is removed
or modified, the Board of Directors and the Investment Manager would be subject to certain
protocols, obligations and restrictions in managing the Sub-Fund, including, for example, conflictsmanagement protocols and certain potential investment-related restrictions.
Oaktree. Brookfield holds a significant interest in Oaktree Capital Group, LLC (together with its
affiliates, "Oaktree"). Oaktree is a global investment manager with significant assets undermanagement, emphasizing an opportunistic, value-oriented and risk-controlled approach toinvestments in credit, private equity, real assets and listed equities. Brookfield and Oaktree operate
their respective investment businesses largely independently pursuant to an information barrier,with each remaining under its current brand and led by separate management and investment
teams.
It is expected that Brookfield Accounts and their investments (including the Sub-Fund and its
Portfolio Investments) will engage in activities and have business relationships that give rise toconflicts (and potential conflicts) of interest between them, on the one hand, and Oaktree, Oaktreemanaged funds and accounts (collectively, the "Oaktree Accounts") and their investments, on theother hand. For so long as Brookfield and Oaktree manage their investment operations
independently of each other pursuant to an information barrier, Oaktree, Oaktree Accounts andtheir respective investments generally will not be treated as affiliates of Brookfield, the Sub-Fund or
any Portfolio Investments for purposes of the Articles, the Prospectus or this Sub-Fund Supplement,
and conflicts (and potential conflicts) considerations, including in connection with allocation of
investment opportunities, investment and trading activities, and agreements, transactions andother arrangements entered into with Oaktree, Oaktree Accounts and their investments, generally
will be managed in accordance with disclosures set out in the Articles and as further summarizedherein.
There is (and in the future will continue to be) some degree of overlap in investment strategies andinvestments pursued by the Sub-Fund (directly and indirectly) and Oaktree Accounts. Nevertheless,Brookfield generally does not expect to coordinate or consult with Oaktree with respect toinvestment activities and/or decisions. This absence of coordination and consultation, and theinformation barrier described above, will in some respects mitigate conflicts of interests between
the Sub-Fund and Oaktree Accounts; however, these same factors also will give rise to certain
conflicts and risks in connection with Brookfield's and Oaktree's investment activities, and make it
more difficult to mitigate, ameliorate or avoid such situations. For example, because Brookfield andOaktree are not expected to coordinate or consult with each other about investment activities
and/or decisions, and neither Brookfield nor Oaktree is expected to be subject to any internal
approvals over its investment activities and decisions by any person who would have knowledge
and/or decision-making control of the investment decisions of the other, Oaktree Accounts will beentitled to pursue investment opportunities that are suitable for the Sub-Fund, but which are notmade available to the Sub-Fund. The Sub-Fund, on the one hand, and Oaktree Accounts, on theother hand, are also expected to compete, from time to time, for the same investment
opportunities. Such competition could, under certain circumstances, adversely impact the purchaseprice of the Sub-Fund's (direct and/or indirect) investments. Oaktree will have no obligation to, andgenerally will not, share investment opportunities that may be suitable for the Sub-Fund with
Brookfield, and Brookfield and the Sub-Fund will have no rights with respect to any suchopportunities.

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In addition, Oaktree will not be restricted from forming or establishing new Oaktree Accounts.
Moreover, Brookfield expects to provide Oaktree, from time to time, with (a) access to marketingrelated support, including, for example, strategy sessions, introductions to investor relationships
and other marketing facilitation activities; and (b) strategic oversight and business development
support, including general market expertise and introductions to market participants such as
investments, their management teams and other relationships. Certain such Oaktree Accounts
could compete with or otherwise conduct their affairs without regard as to whether or not they
adversely impact the Sub-Fund.
In addition, Oaktree Accounts will be permitted to make investments of the type that are suitable
for the Sub-Fund without the consent of the Sub-Fund or Brookfield. From time to time, the SubFund, on the one hand, and Oaktree Accounts, on the other hand, are expected to purchase or sell
an investment from each other, as well as jointly pursue one or more investments. In addition, fromtime to time, Oaktree Accounts are expected to hold an interest in an investment (or potential
investment) held by the Sub-Fund, and/or subsequently purchase (or sell) an interest in an
investment (or potential investment) held the Sub-Fund including in different parts of the capital
structure. For example, the Sub-Fund may hold the equity of a portfolio entity of an Oaktree
Account. In such situations, Oaktree Accounts could benefit from the Sub-Fund's (direct or indirect)
activities. Conversely, the Sub-Fund could be adversely impacted by Oaktree's activities. In addition,
as a result of different investment objectives, views and/or interests in investments, it is expectedthat Oaktree will manage certain Oaktree Accounts' interests in a way that is different from the SubFund's interests (including, for example, by investing in different portions of an issuer's capital
structure, short selling securities, voting securities or exercising rights it holds in a different manner,
and/or selling its interests at different times than the Sub-Fund), which could adversely impact theSub-Fund's (direct and/or indirect) interests. Oaktree and Oaktree Accounts are also expected totake positions, give advice and provide recommendations that are different, and potentiallycontrary to those which are taken by, or given or provided to, the Sub-Fund, and are expected tohold interests that potentially are adverse to those held by the Sub-Fund (directly or indirectly). The
Sub-Fund, on the one hand, and Oaktree Accounts, on the other hand, will in certain cases havedivergent interests, including the possibility that the Sub-Fund's interests are subordinated to
Oaktree Accounts' interests or are otherwise adversely affected by Oaktree Accounts' involvement
in and actions related to an investment. Oaktree will not have any obligation or other duty to makeavailable for the benefit of the Sub-Fund any information regarding its activities, strategies and/or
views.
Oaktree may provide similar information, support and/or knowledge to Brookfield, and the conflicts(and potential conflicts) of interest described above will apply equally in those circumstances.
The potential conflicts of interest described herein are expected to be magnified as a result of thelack of information sharing and coordination between Brookfield and Oaktree. The Sub-Fund's
investment team is not expected to be aware of, and will not have the ability to manage, suchconflicts. This will be the case even if they are aware of Oaktree's investment activities throughpublic information.
Brookfield and Oaktree may decide, at any time and without notice to the Sub-Fund or the
Shareholders, to remove or modify the information barrier between Brookfield and Oaktree. In theevent that the information barrier is removed or modified, it would be expected that Brookfield andOaktree will adopt certain protocols designed to address potential conflicts and otherconsiderations relating to the management of their investment activities in a different or modified
framework.
Breaches (including inadvertent breaches) of the information barrier and related internal controls
by Brookfield and/or Oaktree could result in significant consequences to Brookfield (and Oaktree)
as well as have a significant adverse impact on the Sub-Fund, including, among others things,
potential regulatory investigations and claims for securities laws violations in connection with the201

Sub-Fund's direct and/or indirect investment activities. These events could have adverse effects on
Brookfield's reputation, result in the imposition of regulatory or financial sanctions, or negatively
impact the Investment Manager's ability to provide investment management services to the SubFund, all of which could result in negative financial impact to the Portfolio Investments.
To the extent that the information barrier is removed or otherwise ineffective and Brookfield has
the ability to access analysis, models and/or information developed by Oaktree and its personnel,
Brookfield will not be under any obligation or other duty to access such information or effecttransactions on behalf of Brookfield Accounts (including the Sub-Fund) in accordance with suchanalysis and models, and in fact may be restricted by securities laws from doing so. The Sub-Fund
may make investment decisions that differ from those it would have made if Brookfield had pursued
such information, which may be disadvantageous to the Sub-Fund. See "Data and Information
Sharing" above.
Portfolio Investments in which the Sub-Fund has invested may enter into lease agreements andother similar arrangements with Oaktree, Oaktree Accounts and/or their Portfolio Investments.
Additionally, Brookfield may from time to time engage Oaktree, Oaktree Accounts and/or their
Portfolio Investments to provide certain services to the Sub-Fund and its Portfolio Investments,
including non-investment management related services and other services that would otherwise beprovided by third-party service providers or Brookfield, as the case may be. For example, the AIFM
is owned by Brookfield and Oaktree and provides services such as risk management. The AIFM may
provide such services at different rates than those charged to the Sub-Fund or its affiliates than itwill charge to the Oaktree Accounts. While Brookfield will determine in good faith what rates andexpenses it believes are acceptable for the services being provided to the Sub-Fund (including basedon similar services provided, or previously provided, to other Brookfield Accounts and/or rates
approved by other Brookfield Accounts), there can be no assurances that the rates and expenses
charged to the Sub-Fund will not be greater than those that would be charged in alternative
circumstances. Each such engagement will be in accordance with disclosures set out in the Articles,
the Prospectus and this Sub-Fund Supplement. In addition, Brookfield may be retained by Oaktree
or a portfolio entity thereof to perform services that it also provides to the Sub-Fund. The rates
charged by Brookfield for such services to Oaktree are expected to be different than those charged
to the Sub-Fund, and the rates charged to Oaktree may be less than the rates charged to the SubFund.
This does not purport to be a complete list or explanation of all actual or potential conflicts that may
arise as a result of the Oaktree relationship, and additional conflicts not yet known by Brookfield or
Oaktree may arise in the future and that conflicts will not necessarily be resolved in favor of the SubFund's interests. Because of the extensive scope of both Brookfield's and Oaktree's activities andthe complexities involved in combining certain aspects of existing businesses, the policies andprocedures to identify and resolve such conflicts of interest will continue to be developed over time.
Brookfield may from time to time engage Oaktree, Oaktree Accounts and/or their portfolio
companies to provide certain services to the Sub-Fund and its Portfolio Investments, including
without limitation non-investment management related services and other services that would
otherwise be provided by third-party service providers or Brookfield, as the case may be. While
Brookfield will determine in good faith what rates and expenses it believes are acceptable for theservices being provided to the Sub-Fund (including based on similar services provided, or previously
provided, to other Brookfield Accounts and/or rates approved by other Brookfield Accounts), there
can be no assurances that the rates and expenses charged to the Sub-Fund will not be greater thanthose that would be charged in alternative circumstances. Each such engagement will be inaccordance with disclosures set out in the Articles, the Prospectus and this Sub-Fund Supplement.
Companies in which the Sub-Fund has invested may enter into lease agreements and other similararrangements with Oaktree, Oaktree Accounts and/or their portfolio companies.

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Cross Trades and Principal Trades. When permitted by applicable law and subject to and inaccordance with the terms of the Articles, the Sub-Fund may (but is under no obligation to) acquireor dispose of Portfolio Investments in cross trades between the Sub-Fund and other Brookfield
Accounts or effect principal transactions that cause the Sub-Fund to purchase Portfolio Investmentsfrom or sell Portfolio Investments to Brookfield or certain Brookfield Accounts (including, but notlimited to, the Seed Investments), provided that any such transaction be approved to the extent
required by the Articles and applicable law. There may be potential conflicts of interest or regulatory
issues relating to these transactions which could limit the Sub-Fund's decision to engage in thesetransactions. In connection with a cross trade or a principal transaction, the Board of Directors andits affiliates may have a potentially conflicting division of loyalties and responsibilities regarding theSub-Fund and the other parties to trade and have developed policies and procedures in relation tosuch transactions and conflicts. However, there can be no assurance that such transactions will beeffected, or that such transactions will be effected in the manner that is most favorable to the SubFund as a party to any such transaction. By virtue of entering into the subscription agreement, aShareholder consents to the Sub-Fund entering into cross trades and, subject to the terms of the
Articles, principal transactions to the fullest extent permitted under applicable law (including, but
not limited to, the Seed Investments). For the avoidance of doubt, acquisitions or dispositions
among certain Portfolio Investments of the Sub-Fund and portfolio companies owned by other
Brookfield Accounts, PSG, Oaktree or Non-Controlled Affiliates will not be treated as cross trades or
principal transactions and will not require any consent. See "Affiliated Services and Transactions"below.
Management Fee and Variable Management Share. The Management Fee payable by the MasterFund and/or the Underlying Fund to the Master Fund Manager and/or Underlying Fund Manager(or an affiliate thereof) (which includes the Variable Management Share distributions that the
Master Fund Manager and/or Underlying Fund Manager will be eligible to receive) will not be usedsolely to compensate Brookfield employees. For example, Management Fees (including any Variable
Management Share distributions) are expected to be retained by Brookfield for the benefit of its
public shareholders. Additionally, Brookfield may pledge, make a collateral assignment of, orotherwise use as credit support all or any portion of its right to receive Management Fees (including
the Variable Management Share distributions), including the financing of any Brookfield capital
contributions to the Master Fund and/or Underlying Fund. The payment of Management Fees(including the Variable Management Share distributions) to persons other than the teamresponsible for managing the Sub-Fund reduces the alignment of interest between the Master FundManager and Underlying Fund Manager, and the Master Fund and Underlying Fund.
Decisions made and actions taken that may raise Potential Conflicts of Interest
Reputational Considerations. Given the nature of its broader platform, Brookfield has an interest inpreserving its reputation, including with respect to certain of its affiliates' statuses as publicly tradedvehicles, and in certain circumstances, such reputational considerations may conflict with theinterests of the Sub-Fund. The Board of Directors or the Investment Manager will likely makedecisions on behalf of the Sub-Fund for reputational reasons that may not be directly aligned with
the interests of Shareholders or consistent with the determination the Board of Directors otherwise
would have made absent its interest in Brookfield's broader reputation. For example, theInvestment Manager may limit transactions and activities on behalf of the Sub-Fund for reputationalor other reasons, including where Brookfield is providing (or may provide) advice or services to anentity involved in such activity or transaction, where a Brookfield Account is or may be engaged in
the same or a related activity or transaction to that being considered on behalf of the Sub-Fund,where a Brookfield Account has an interest in an entity involved in such activity or transaction, or
where such activity or transaction on behalf of or in respect of the Sub-Fund could affect the SubFund, the Investment Manager, Brookfield Accounts or their activities. Additionally, by way of
example, the Investment Manager may take into account the potential environmental and/or social
impact when making decisions regarding the selection, management and disposal of investments

203and may take additional actions with respect to an investment motivated by environmental andsocial considerations beneficial to the reputation of Brookfield's broader platform. Such decisions
and actions may result in the Sub-Fund achieving lower financial returns had the Investment
Manager not engaged in such decisions and actions. Conversely, while ESG considerations areintegrated into the Brookfield investment process (see also Section IV (Environmental, Social And
Governance (ESG) Management)), the Investment Manager may determine in any particularsituation to take actions to preserve the Sub-Fund's financial returns, notwithstanding any adverse
ESG impact on the Portfolio Investments of the Sub-Fund.
Seed Investments and Warehoused Investments. Certain affiliates of the Sub-Fund and Brookfield
have contributed or will in the future contribute assets to the Underlying Fund (such investments,
the "Seed Investments" and, such parties, the "Seed Investors") and, as capital from other parties
is contributed to the Underlying Fund, may be given the right to withdraw some or all of theirinterest in the Underlying Fund in exchange for the fair market value of their Underlying Fund Shares
determined in accordance with the Underlying Fund Manager's valuation policy on dates whenwithdrawals are not permitted for other Underlying Fund Shareholders generally. Not all of the Seed
Investors will be required to affect such withdrawals at the same time, on the same terms or in thesame proportions. The withdrawal of such Seed Investors (like the withdrawal of any other investor)
will have the effect of altering any remaining investors' indirect participation percentage in any of
the Underlying Fund's underlying portfolio investments. The Seed Investments will be made basedon valuations of the investments contributed to the Underlying Fund by third party valuation
sources or other sources that the Underlying Fund Manager deems reliable. While Brookfield willtake steps to minimize conflicts of interest in connection with the contribution of the Seed
Investments to the Underlying Fund, there remains the possibility that a Seed Investor could be
motivated to contribute Seed Investments to the Underlying Fund in a manner or based on reasonsthat are not in the best interest of the Underlying Fund, or for reasons that conflict with theUnderlying Fund's rationale for accepting the contribution of the Seed Investments. Certain of theSeed Investments will have been purchased by Brookfield with a view towards contributing suchinvestments to the Underlying Fund while others may have been previously "warehoused" by
Brookfield or another Brookfield Account and subsequently deemed appropriate for contribution to
the Underlying Fund.
Certain conflicts of interest are inherent in the foregoing transactions between the Underlying Fundand Brookfield, including in respect of the terms of the agreement between the Underlying Fundand Brookfield regarding the sale of the Seed Investments (including as to representations,warranties, indemnities and remedies therein). In addition, where Brookfield acquires a Seed
Investment for the Underlying Fund, the Underlying Fund will generally be obligated to purchasesuch Seed Investment from Brookfield regardless of any subsequent events affecting the value ofsuch asset or deficiencies in such Seed Investment discovered after its acquisition by Brookfield.
Although the prices at which Seed Investments are expected to be acquired by the Underlying Fund
will be determined based on the formula described above, (a) such prices may not be as favorable
as those in a negotiated transaction with a third-party; and (b) under circumstances, such prices
may be adjusted to reflect significant events relating to any Seed Investment. Moreover, theUnderlying Fund will acquire the Seed Investments through privately negotiated transactions with
Brookfield, in which prior due diligence may be limited and the persons controlling the Underlying
Fund may be conflicted in such transactions. As a result, there is no guarantee that the terms of suchtransactions will be as favorable as those that could be obtained from a third-party or that theproperties and interests that will comprise the Seed Investments will not carry with them
undisclosed liabilities, which could have a material adverse effect on the value of the Underlying
Fund.
In connection with the Seed Investments, the Underlying Fund will be indemnified by Brookfield for
claims made with respect to breaches of certain representations, warranties or covenants. Such
indemnification is limited, however, and the Underlying Fund is not entitled to any other204

indemnification in connection with the Seed Investments. The Underlying Fund is subject to the riskthat Brookfield may experience material financial distress and be unable to satisfy one or more ofthese obligations. In addition, the Underlying Fund is reliant on the Underlying Fund Manager, which
are controlled by Brookfield, and therefore the Underlying Fund may choose to enforce lessvigorously the Underlying Fund's rights under these arrangements, which could have a material
adverse effect on the value of the Underlying Fund.
Brookfield Investment in the Sub-Fund. Investments by Brookfield in or alongside the Sub-Fund will
be on terms more favorable than those of other Investors and may constitute a substantial
percentage of the Sub-Fund. The Master Fund Manager and Underlying Fund Manager expect towaive (through offering a fee-free Unit Class or Interest Class (each as defined in the relevant
offering documents) the Management Fee payable in respect of Brookfield affiliates, employees andother "friends and family" of Brookfield who invest in the Sub-Fund, which treatment will not be
available to other Investors. In addition, in connection with one or more Portfolio Investments
alongside the Sub-Fund, on a case-by-case basis, Brookfield may seek to fund all or a portion of its
investment with respect to such Portfolio Investment using publicly traded securities of Brookfield
and/or one of its affiliates, which could create conflicts of interest. In particular, the fact that theseller is receiving Brookfield stock as part of the consideration for a Portfolio Investment may
influence the purchase price and/or other terms of the transaction. If the seller applies a discountto the net asset value or market price of the stock, the seller could seek additional cash
compensation from the Sub-Fund as part of the transaction and/or Brookfield may be required toallocate more stock to the Portfolio Investment than expected. Alternatively, if Brookfield disagrees
with the discount applied by the seller, it may have an adverse impact on the negotiations, andtherefore may reduce the likelihood that the transaction is ultimately consummated. In addition,
the expenses associated with negotiating cash and stock transactions are typically higher than in thecase of a pure cash deal. To the extent that Brookfield funds a portion of its investment using publicly
traded securities of Brookfield or one of its affiliates, such funding may be utilized in lieu ofborrowings under any credit facility.
Further, the investment in the Sub-Fund by Brookfield may give rise to additional reporting andrelated requirements for certain Portfolio Investments, including due to (A) the fact that the
Brookfield entities investing in the Sub-Fund may be publicly traded or may otherwise have third
party investors or counterparties; (B) the consolidation of such Portfolio Investments' financial
statements with those of a Brookfield Account for its own accounting purposes; and (C) ensuring aproper financial accounting control environment. The applicable Portfolio Investments will bear all
costs incurred in connection with satisfying such reporting requirements. In addition, Brookfieldreserves the right to have a portion of investment transferred to an investment vehicle managed oradvised by PSG (which may or may not be an affiliate of Brookfield at such time).
Material, Non-Public Information; Trading Restrictions; Information Not Made Available. The
ability of the Sub-Fund to buy or sell certain securities or take other actions is expected to be
restricted in certain circumstances, including by applicable securities laws, regulatory requirements,
contractual obligations and/or reputational risk considerations applicable to Brookfield (and/or its
internal policies designed to comply with these and similar requirements). For example, Brookfield
will possess material, non-public information about issuers that would limit the ability of the SubFund to buy and sell securities related to those issuers.
Furthermore, Brookfield (including PSG, Oaktree and any other Brookfield businesses that are
separated by information barriers), Brookfield Accounts and the Sub-Fund are deemed to beaffiliates for purposes of certain laws and regulations (notwithstanding that PSG, Oaktree and othersuch Brookfield businesses will not be treated as affiliates under the Articles) and it is anticipated
that, from time to time, the Sub-Fund, Brookfield and Brookfield Accounts will each have positions(which in some cases will be significant) in one or more of the same issuers. As such, Brookfield mayneed to aggregate certain investment holdings, including holdings of Brookfield, the Sub-Fund and205

Brookfield Accounts for certain securities laws purposes (including trading restrictions under Rule
144 under the Securities Act, complying with reporting obligations under Section 13 of the Exchange
Act and the reporting and short-swing profit disgorgement obligations under Section 16 of the
Exchange Act) and other regulatory purposes (including: (a) public utility companies and public
utility holding companies; (b) bank holding companies; (c) owners of broadcast licenses, airlines,
railroads, water carriers and trucking concerns; (d) casinos and gaming businesses; and (e) public
service companies (such as those providing gas, electric or telephone services)). Consequently,
activities by Brookfield and Brookfield Accounts could result in earlier public disclosure of Portfolio
Investments by the Sub-Fund and/or Brookfield Accounts that the Sub-Fund is invested in,
restrictions on transactions by the Sub-Fund and/or Brookfield Accounts that the Sub-Fund isinvested in (including the ability to make or dispose of certain Portfolio Investments at certain
times), adverse effects on the prices of Portfolio Investments made by the Sub-Fund and/or
Brookfield Accounts that the Sub-Fund is invested in, potential short-swing profit disgorgement,
penalties and/or regulatory remedies, or otherwise create conflicts of interests for the Sub-Fund
and/or Brookfield Accounts that the Sub-Fund is invested in.
As a result of the foregoing, the Investment Manager may restrict, limit or reduce the amount of the
Sub-Fund's investment. In addition, certain of the Portfolio Investments may become subject to legal
or other restrictions on transfer following their acquisition. When faced with the foregoing
limitations, Brookfield will generally avoid exceeding the threshold because exceeding the threshold
could have an adverse impact on the ability of the Sub-Fund, the Investment Manager or Brookfield
to conduct its business activities. The Investment Manager may also reduce the Sub-Fund's interestin, or restrict the Sub-Fund from participating in, an investment opportunity that has limited
availability or where Brookfield has determined to cap its aggregate investment in consideration ofcertain regulatory or other requirements so that other Brookfield Accounts that pursue similar
investment strategies may be able to acquire an interest in the investment opportunity. The
Investment Manager may determine not to engage in certain transactions or activities which may
be beneficial to the Sub-Fund because engaging in such transactions or activities in compliance withapplicable law would result in significant cost to, or administrative burden on, the Investment
Manager or the Sub-Fund or create the potential risk of trade or other errors.
Brookfield (including PSG, Oaktree and any other Brookfield businesses that are separated byinformation barriers) may become subject to additional restrictions on its business activities that
could have an impact on the Sub-Fund's activities. In addition, the Investment Manager may restrict
its investment decisions and activities on behalf of the Sub-Fund while other Brookfield Accounts,
including Brookfield Accounts sponsored, managed or advised by the Investment Manager, PSG or
Oaktree are not similarly restricted.
Allocation of Costs and Expenses. Brookfield will be required to decide whether costs and expenses
are to be borne by the Sub-Fund, on the one hand, or the Investment Manager, (or an affiliate
thereof), on the other hand, and/or whether certain costs and expenses should be allocatedbetween or among the Sub-Fund, on the one hand, and other Brookfield Accounts, on the otherhand. Examples of costs and expenses allocated across multiple Brookfield Accounts (and expected
to be allocated in part to the Sub-Fund) would be investor reporting systems and software,technology services and physical infrastructure related thereto, accounting, group insurance
policies, portfolio and investment tracking and monitoring systems, trade order management
system and legal, tax, compliance, support personnel, internal audit personnel and other similar
costs and expenses that relate to multiple Brookfield Accounts. Costs and expenses are expected to
be allocated by the Sub-Fund or the Investment Manager, as applicable, in its good faith judgment,
which is inherently subjective, among those Brookfield Accounts that benefit from such costs andexpense. Certain costs and expenses, such as costs and expenses relating to support services
performed for the benefit of the Sub-Fund, may be aggregated together with similar costs andexpenses applicable to other Brookfield Accounts and split among the Sub-Fund and such other
Brookfield Accounts in a manner determined by the Board of Directors or the Investment Manager

206

(which may include, among other possible methodologies, allocating based on the size of eachrelevant Brookfield Account). In these cases, such aggregation will result in the Sub-Fund and/or its
Portfolio Investments bearing a portion of costs and expenses that relate to services performed forthe benefit of other Brookfield Accounts (while Brookfield or such other Brookfield Accounts willbear a portion of costs and expenses that relate to services performed for the Sub-Fund). Any suchallocation could result in the Sub-Fund bearing a higher portion of such costs and expenses than it
would under a different allocation methodology. See "Support Services" below.
Certain costs and expenses may be suitable for only the Sub-Fund or a particular other Brookfield
Account and, in such case, may be borne only by such vehicle. In other situations, costs and expenses
may be allocated to the Sub-Fund despite the fact that the incurrence of such expenses did not orwill not directly relate solely to the Sub-Fund and may, in fact, also benefit other Brookfield Accounts
or not ultimately benefit the Sub-Fund at all. For example, organizational expenses may be incurredby the Sub-Fund in respect of a specific legal, regulatory, tax, commercial or other issue, structure
and/or negotiation that does not relate solely to the Sub-Fund, and the Board of Directors or theInvestment Manager may allocate all or a significant portion of such organizational costs andexpenses to the Sub-Fund based on factors the Investment Manager deems reasonable in its
discretion, regardless of the amount of capital or number of investors (if any) who ultimately invest
in the Sub-Fund in connection with such issue, structure or negotiation and regardless of the extent
to which other Brookfield Accounts ultimately benefit from such issue, structure or negotiation.
Organizational costs and expenses incurred in connection with an issue, structure or negotiation
unrelated to the Sub-Fund may therefore be allocated to the Sub-Fund even if such organizationalcosts and expenses were incurred prior to the existence of the Sub-Fund. Similarly, costs andexpenses that are expected to be borne by a particular Shareholder or a third party may be allocatedto the Sub-Fund to the extent such costs and expenses are not ultimately charged to or paid by such
Shareholder or third party, including, for example, costs and expenses related to a transfer of anInterest in the Sub-Fund or bespoke reporting or other similar arrangements.
In addition, where a potential investment is pursued on behalf of one or more Brookfield Accounts,
including the Sub-Fund, the Brookfield Account(s) that ultimately make(s) the investment (or, in thecase of a potential investment that is not consummated, the Brookfield Account(s) that Brookfield
determines, in its discretion, ultimately would have made the investment) will generally bear thecosts and expenses related to such investment (including broken deal costs, in the case of aninvestment that is not consummated), which may include reimbursing the other Brookfield Accounts
for such costs and expenses. Examples of broken deal expenses include (a) research costs; (b) feesand expenses of legal, financial, accounting, consulting or other advisers (including the Investment
Manager or its affiliates) in connection with conducting due diligence or otherwise pursuing aparticular non-consummated transaction; (c) fees and expenses in connection with arranging
financing for a particular non-consummated transaction; (d) travel costs; (e) deposits or down
payments that are forfeited in connection with, or amounts paid as a penalty for, a particular nonconsummated transaction; and (f) other expenses incurred in connection with activities related to aparticular non-consummated transaction. The Sub-Fund or the Investment Manager, as applicable,
intends to make such judgments in its discretion, and it may modify or change its allocation
methodologies from time to time to the extent it determines such modifications or changes arenecessary or advisable, which modifications or changes could result in the Sub-Fund and/or other
Brookfield Accounts bearing less (or more) costs and expenses than it otherwise would have borne
without such modifications.
The list of Operating Expenses included in the Articles and this Sub-Fund Supplement is based on
Brookfield's past experiences and current expectations of the types of costs and expenses to be
incurred by the Sub-Fund. Additional or new costs and expenses may arise and the Board of
Directors or its delegate may allocate such expenses to the Sub-Fund where appropriate. Certain
costs and expenses that are to be borne as Operating Expenses, which are not subject to a cap,
include costs and expenses related to organizational matters, such as fees, costs and expenses of207

anti-bribery and corruption, anti-money laundering or "know your customer" compliance, tax
diligence expenses and costs and expenses of ongoing related procedures. Brookfield has engaged
a compliance consulting firm and may engage similar firms to provide services in connection with
its investor relations operations, including the review of diligence and marketing materials; suchcosts and expenses incurred in relation to the formation and organization of the Sub-Fund will betreated as an Organizational Expense and thereafter in respect of the ongoing operation oradministration of the Sub-Fund will be treated as Operating Expenses.
Affiliated Services and Transactions. Where it deems appropriate and relevant, Brookfield intends
to provide a variety of different services and products in connection with or to the Sub-Fund, theInvestment Manager, the AIFM, the Master Fund, the Underlying Fund, Feeder Funds, the SubFund's subsidiaries or their respective affiliates or to Investments and/or the investment entities of
the Sub-Fund that would otherwise be provided by independent third parties, including: lending andloan special servicing; development oversight; development management; investment banking(including participation by Brookfield-affiliated broker dealers in the underwriting syndicates forsecurities issuances by the Sub-Fund or the Portfolio Investments); advisory; consulting; acting as
alternative investment fund manager or other similar type of manager in jurisdictions where suchservices are beneficial; the placement and provision of various insurance policies and coverage,
including risk retention and/or insurance captives; entitlement, development (including oversightthereof) and development management (including identification and assessment of development
opportunities, project planning, engineering analysis, preparing and managing interconnection
approvals and permitting, and managing related stakeholder matters), design and construction(including oversight thereof); portfolio entity and property management (and oversight thereof) andleasing or facility management; power marketing; system controls; operational, legal, financial,compliance, regulatory, tax, back office, environmental, social and governance related services,
health, safety and security services, operations and maintenance services; brokerage, corporate
secretarial, human resources, bank account and cash management; financial planning and related
controls, books and records, payroll, supply or procurement of power and energy; transaction
support; accounting and reporting; fund administration; accounting and reporting (including
coordinating onboarding, due diligence, reporting and other administrative services with the SubFund's third-party fund administrator and placement agents); other financial operations services,hedging, derivatives, financing and other treasury and capital markets services; services relating to
the use of entities that maintain a permanent residence in certain jurisdictions; data generation,
analysis, collection and management services; physical and digital security, life and physical safety,
and other technical specialties; information technology services and innovation; appraisal andvaluation services; market research; cash flow modeling and forecasting; assisting with review,
underwriting, analytics, and pursuit of Portfolio Investments and potential Portfolio Investments;
client onboarding; services that would be considered Organizational Expenses if performed by athird party; and other services in connection with or to Portfolio Investments or the Sub-Fund, theInvestment Manager, the Sub-Fund's subsidiaries or their respective affiliates (such services,collectively, "Affiliated Services"). To the extent Brookfield (including any of its affiliates or
personnel, other than Portfolio Investments of other Brookfield Accounts) provides AffiliatedServices, it will be compensated for performing such services (which may include incentive
compensation or a similar type of incentive fee): (a) at rates equal to or less than those set forth in
the Sub-Fund's Rates for Affiliated Services schedule, the current version of which is attached as
Appendix 2 (Rates for Affiliates Services) (the "Rate Schedule"); (b) at an arm's length rate (the"Affiliate Service Rate"); (c) at cost (including an allocable share of internal costs), plus anadministrative fee of 5%; or (d) at any other rates with consent from the Sub-Fund. See also "Support
Services" below.
In furtherance of the foregoing, Brookfield intends to have strategic or operations professionals withestablished industry expertise advise on a range of activities related to renewable investments andassets, including participating in the origination, identification, assessment, pursuit, coordination,
execution and consummation of renewable opportunities, including project planning, engineering
208analysis, securing site control, preparing and managing interconnection approvals and permits,financial analysis and managing-related stakeholder matters. Such activities give rise to certain
conflicts of interests and while such activities are similar to those services provided by theInvestment Manager to the Sub-Fund, they otherwise would have been provided by third parties inthis context and as a result, the compensation payable by the Sub-Fund or applicable investment orasset in respect thereof will be determined in accordance with the paragraph above and will not beshared with the Sub-Fund or the Shareholders (or offset against the Management Fee) and is
expected to be substantial. Such compensation will increase the overall costs and expenses borne
indirectly by investors in the Sub-Fund.
For the avoidance of doubt, where a Brookfield affiliate is engaged to provide Affiliated Services inconnection with a Portfolio Investment, the amount charged or allocated (whether such AffiliatedServices are provided in accordance with the Rate Schedule, at the Affiliate Service Rate, cost plus
an administrative fee, or otherwise) may include (i) a management promote, incentive fee and/or
other performance-based compensation for certain employees and the cost of such performancecompensation will be paid by the applicable Portfolio Investment; and (ii) a pass-through of costs,
including (A) compensation for personnel (including salary and incentive compensation), expenses(including human resources, rent and office services, talent acquisition, professional development,
travel, professional fees), and other benefits, as reasonably allocated; and (B) information
technology hardware, computing power or storage, software licenses and related ancillary andinformation technology personnel costs incurred in providing the service; in each case, the passedthrough costs may be substantial relative to the fees charged for the service and will, in certain
cases, be based on estimates made by the Investment Manager in its sole discretion in good faith.
In certain situations, personnel may provide an Affiliated Service to multiple assets (including assets
not owned by the Sub-Fund) or multiple Brookfield Accounts, in which case only a portion of theapplicable costs would be passed through to the Sub-Fund.
Brookfield expects (but will not be obligated) to utilize a number of different methodologies (that it
determines, in its sole discretion, to be fair and reasonable) to determine the portion of passthrough and other costs to be allocated to the Sub-Fund and/or one or more other Brookfield
Accounts in respect of Affiliated Services. The methodologies utilized for allocating costs will include
one or more of the following methodologies as well as other methodologies deemed fair andreasonable by Brookfield over time: (i) the amount of time spent by employees providing suchservices (including on the basis of estimates and at a blended rate); (ii) the relative size or generation(for example, MW hours) of the Portfolio Investments and/or potential Portfolio Investments
receiving such service; and (iii) the estimated level of effort required to provide a service relative toother services provided by the same employees (for instance, the allocation of costs for employees
providing financial reporting services could be allocated based on the estimated level of effort
required for audited financial statements versus unaudited financials).
At all times, Brookfield will endeavor to make these determinations fairly, reasonably and in an
impartial manner. However, there can be no assurance that any determination will accurately reflect
the actual value of Affiliated Services received in any particular situation, or that its own interests
won't influence its determinations, or that a different methodology would not have also been fairand reasonable and that such other methodology would not yield a different result. Moreover, it ispossible that the Sub-Fund or a particular Portfolio Investment will bear a larger portion of costs
than it otherwise would have if Brookfield did not face the conflicts of interest discussed herein. In
addition, the methodologies that Brookfield utilizes are expected to vary based on the particular
facts and circumstances of each situation and, as such, there will be some degree of variation in themanner in which situations are addressed.
Where Affiliated Services are in place prior to the Sub-Fund's ownership of a Portfolio Investment
and cannot be amended without the consent of an unaffiliated third party, the Sub-Fund will inherit
the pre-existing fee rates for such Affiliated Services until (X) such time at which third-party consent

209

is no longer required; or (Y) the Sub-Fund seeks consent from the unaffiliated third party to amend
such rates. Accordingly, while the Sub-Fund may seek consent of the unaffiliated third party toamend any pre-existing fee rates, Brookfield will be incentivized to seek to amend the pre-existing
fee arrangement in certain circumstances and dis-incentivized to do so in others. For example,
Brookfield will be incentivized to seek consent to amend the rate in circumstances where theamended fee would be higher than the pre-existing rate, and conversely may choose not to (andwill not be required to) seek consent to amend any pre-existing fee rates if the amended rate would
be lower than the pre-existing rate.
The Sub-Fund may amend the Rate Schedule from time to time. Compensation for Affiliated Services
will not be shared with the Sub-Fund or the Shareholders (or offset against the Management Fee)and may be substantial. The fee potential, both current and future, inherent in a particulartransaction could be an incentive for the Investment Manager to seek to refer or recommend atransaction to the Sub-Fund. Furthermore, providing services or products to the Sub-Fund and its
Portfolio Investments may enhance Brookfield's relationships with various parties, facilitate
additional business development and enable Brookfield to obtain additional business and generate
additional revenue.
For the avoidance of doubt, the foregoing procedures and limitations will not apply to transactions
for services or products between Portfolio Investments and investments of another Brookfield
Account, PSG, Oaktree, Oaktree Account or a Non-Controlled Affiliate, which are described infurther detail below (though Brookfield could nonetheless determine, in its sole discretion, to use
the Rate Schedule, Affiliate Service Rates, at a cost plus an administrative fee or otherwise in thesesituations).
If an Affiliated Service is charged at the Affiliate Service Rate, Brookfield will determine the Affiliate
Service Rate for each Affiliated Service in good faith at the time that it is engaged to provide theservice. The determination of the Affiliate Service Rate will be based on one or more factors,
including, among other things: (I) the rate that one or more comparable service providers (which
may or may not be a competitor of Brookfield) charge third parties for the similar services (at thetime of determination); (II) market knowledge (which may be based on inquiries with one or moremarket participants); (III) the rate charged by Brookfield to a third-party for similar services (or the
methodology used to set such rates); (IV) advice of one or more third-party agents or consultants;(V) commodity or other rate forecasting; (VI) the rate charged by professional services firms for thesimilar services (at the time of determination); (VII) rates required to meet certain regulatory
requirements or qualify for particular governmental programs; or (VIII) in the case of services which
Brookfield provides as part of a syndicate, such as investment banking or brokerage services, therate that is determined by a third-party member of the syndicate; or (IX) other subjective and/or
objective metrics deemed relevant by Brookfield in its sole discretion. To the extent Brookfieldretains the services of a third-party consultant or agent to assist in determining an Affiliate Service
Rate, the fees and cost of such third-party consultant/agent will be a Sub-Fund Expense. For the
avoidance of doubt, if Brookfield is not able to reasonably determine the Affiliate Service Rate
because for example, it does not have sufficient information regarding the fees and costs ofcomparable services or market knowledge in certain jurisdictions, or third-party consultants oragents acknowledge that such Affiliate Service Rates are not reasonably determinable, then such
Affiliated Services will be provided at cost (including an allocable share of internal costs), plus anadministrative fee of 5%, determined as set out in more detail herein.
While Brookfield will determine in good faith each Affiliate Service Rate at the time of the relevant
engagement as set out above, there will likely be variances in the marketplace for similar services
based on an array of factors that affect providers and rates for services, including, but not limited
to, loss leader pricing strategies or other marketing and competitive practices, integration
efficiencies, geographic market differences, and the quality of the services provided. There can be
no assurances that the Affiliate Service Rate charged by Brookfield for any Affiliated Service will not210be greater (or lower) than the rate charged by certain similarly-situated service providers for similar
services in any given circumstance. In addition, the Affiliate Service Rate charged for any AffiliatedService at any given time following the relevant engagement may not match a then-current market
rate because the market rate for the service may have increased or decreased over time. For the
avoidance of doubt, fees and allocable share of costs may be charged for Affiliated Services (whether
in accordance with the Rate Schedule, Affiliate Service Rates, costs plus an administrative fee, orotherwise) in advance based on estimated budgets (including estimates regarding costs), expected
services, estimated relative sizes of the assets and/or businesses, and/or estimated time periods,
and to the extent determined by Brookfield to be required or warranted will be subject to true-up
once the relevant Affiliated Services are complete or periodically throughout the services period forany material adjustments.
Brookfield may take its own interests into account in considering and making determinations
regarding the matters outlined above.
From time to time, Brookfield may terminate any Affiliated Services arrangements or contracts
related thereto, and/or Portfolio Investments of other Brookfield Accounts may terminate
arrangements with the Sub-Fund or its Portfolio Investments (either because the Sub-Fund or its
portfolio entity wish to terminate the arrangement, or because such Brookfield Account or Portfolio
Entity thereof wishes to do so), which may include early terminations prior to the expiration of any
such arrangement or contract. In such instances, Brookfield will seek to act in the best interests of
the Sub-Fund and such other Brookfield Accounts, taking into account the applicable facts andcircumstances at such time, including the approach Brookfield would expect to take in similar
circumstances with a third party.]
Support Services. In addition to the responsibilities enumerated in the Articles and Portfolio
Management Agreement, Brookfield expects to perform certain support services that were or could
have previously been undertaken by a Portfolio Entity's management team, including: accounting;reporting and analytics; administrative services; physical and digital security, life and physical safety,
and other technical specialties; information technology services and innovation; cash flow modelingand forecasting; arranging, negotiating and managing financing and derivative arrangements;
accounting, legal, compliance and tax services relating to investment holding structures below theSub-Fund and the Portfolio Investments and other services. The costs and expenses for these
services are Affiliated Services and will be in addition to the services outlined on the Rate Schedule.
In addition, Brookfield expects to perform certain support services to the Sub-Fund and other
Brookfield Accounts that could otherwise be outsourced to third parties, including transaction
support; client onboarding (including review of subscription materials and coordination of antibribery and corruption, anti-money laundering or "know your customer" compliance measures) andservices that would be considered "Organizational Expenses" or "Operating Expenses" if performed
by a third party; client reporting; portfolio-level cash flow modeling and forecasting; assisting with
underwriting and due diligence analytics; managing workouts and foreclosures; arranging,negotiating and managing Fund-level financing and derivative arrangements; data generation,
analysis, collection and management; accounting, administrative services, reporting, legal,
compliance and tax services relating to the Sub-Fund and/or its Shareholders and the Portfolio
Investments; market research and appraisal; audit services and valuation services. These services
are Affiliated Services and will be in addition to the services outlined in the Articles and the Portfolio
Management Agreement.
Historically, certain of these support services may have been performed by Brookfield (without
being charged to the Sub-Fund or its Portfolio Investments) or its Operating Partners, servicers,
brokers or other third-party vendors. Brookfield believes that providing these support services
internally results in increased focus and attention that may not be available from a third party andhelps to align interests and offer customized services to a degree that may not be possible with athird-party provider. Additionally, internal support services personnel allow Brookfield investment
211

professionals to improve their efficiency and to focus their efforts on tasks that have a greater
impact on creating value within the Sub-Fund's portfolio.
When these support services described above are provided, Brookfield expects the Sub-Fund (andother Brookfield Accounts, where applicable) to reimburse Brookfield for its costs and expenses
incurred in providing these support services (including an allocable share of internal costs) plus anadministrative fee of 5%, in accordance with clause (c) under "Affiliated Services and Transactions"above. As described above, such internal costs will include an allocable portion of the compensation(including incentive compensation), expenses (including IT costs, human resources support, rent andoffice services, talent acquisition, professional development, travel, and professional fees) and otherbenefits associated with the Brookfield employees providing these services, in accordance with
Brookfield's internal allocation practices. Additionally, Brookfield expects that certain employees
will be eligible to earn commissions, incentive fees or other similar fees in connection with theirwork on certain Portfolio Investments and that these payments will be borne, directly or indirectly,
by the Sub-Fund. None of these reimbursements and fees will reduce the Management Fee paid by
the Sub-Fund.
While Brookfield believes that the cost of the expense reimbursements associated with these
support services is reasonable, the extensive and specialized nature of the services may result insuch costs not being comparable to those charged for similar services (to the extent available) byother third parties. Brookfield will be under no obligation to evaluate alternative providers or tocompare pricing for these support services. While Brookfield believes that this enhances the services
Brookfield can offer to the Sub-Fund and its Portfolio Investments in a cost-efficient manner, therelationship presents conflicts of interest. Brookfield will set the compensation for the employees
who provide these support services and will determine other significant expenditures that will affectthe expense reimbursement provided by the Sub-Fund and its Portfolio Investments.
The types of support services that Brookfield provides to certain Portfolio Investments and to the
Sub-Fund will not remain fixed and should be expected to change over time as determined by
Brookfield in its sole discretion, and Brookfield expects that the Sub-Fund's overall share of expense
reimbursements for support services will vary over time based on the particular scope of services
provided to the Sub-Fund and other Brookfield Accounts. However, in no case will Brookfield seniorinvestment professionals or Brookfield employees who engage in a senior management or senior
supervisory role with respect to these support services be subject to expense reimbursement by the
Sub-Fund or its Portfolio Investments in accordance with these provisions.
Transactions with Portfolio Investments. In addition to any Affiliated Services provided by
Brookfield (as described above), certain Portfolio Investments will in the ordinary course of businessprovide services or goods to, receive services or goods from, or participate in agreements,
transactions or other arrangements with (including the purchase and sale of assets and othermatters that would otherwise be transacted with independent third parties) other Portfolio
Investments and investments owned by other Brookfield Accounts, PSG, Oaktree, Oaktree Accounts
and Non-Controlled Affiliates. Some of these agreements, transactions and other arrangements
would not have been entered into but for the affiliation or relationship with Brookfield and, incertain cases, are expected to replace agreements, transactions and/or arrangements with third
parties. These agreements, transactions and other arrangements will involve payment and/or
receipt of fees, expenses and other amounts and/or other benefits to or from such other Portfolio
Investments or the investments of such other Brookfield Accounts, PSG, Oaktree, Oaktree Accounts
and Non-Controlled Affiliates (including, in certain cases, performance-based compensation). In
certain cases, Brookfield's investment thesis with respect to a Portfolio Investment will include
attempting to create value by actively facilitating relationships between the Portfolio Entity of the
Sub-Fund, on the one hand, and another Portfolio Entity or investments or assets owned by other
Brookfield Accounts, PSG, Oaktree, Oaktree Accounts or Non-Controlled Affiliates, on the otherhand. In these and other cases, these agreements, transactions and other arrangements will be212entered into either with active participation by Brookfield or by the applicable Portfolio Investmentsor the Portfolio Investments' management teams independent of Brookfield. While sucharrangements and/or transactions and the fees or compensation involved have the potential for
inherent conflicts of interest, Brookfield believes that the access to Brookfield (including
investments of other Brookfield Accounts) enhances the Sub-Fund's capabilities and is an integral
part of the Sub-Fund's operations and will provide benefits to the Sub-Fund that would not exist but
for its affiliation with Brookfield. Each transaction will be entered into to satisfy a legitimate businessneed.
In all cases in which Brookfield actively participates in such agreements, transactions or otherarrangements, Brookfield will seek to ensure that the agreements, transactions or otherarrangements are in the Portfolio Investments' best interests, with terms to be determined in goodfaith as fair, reasonable and equitable under the circumstances. However, there can be no assurance
that the terms of any such agreement, transaction or other arrangement will be executed on anarm's length basis, be as favorable to the applicable Portfolio Entity as otherwise would be the caseif the counterparty were not related to Brookfield, be the same as those that other Brookfield
Accounts' investments receive from the applicable counterparty or be benchmarked in any manner.
In some circumstances, the Sub-Fund and the Portfolio Investments may receive better terms(including economic terms) from a Brookfield Account portfolio entity than from an independent
counterparty. In other cases, these terms may be worse.
All such agreements, transactions or other arrangements described in this section will not impact
the Management Fee payable to the Investment Manager (or otherwise be shared with the SubFund) or any fee for Affiliated Services payable to Brookfield (i.e., such Portfolio Investments andNon-Controlled Affiliates will be free to transact in the ordinary course of their businesses without
limitations, including by charging their ordinary rates for such services or, in Brookfield's discretion,by charging rates consistent with the Rate Schedule).
Furthermore, Brookfield (or other Brookfield Accounts, Oaktree Accounts or their businesses) willfrom time to time make equity or other investments in companies or businesses that provide
services to or otherwise contract with the Sub-Fund and/or the Portfolio Investments. In particular,
Brookfield has in the past entered into, and expects to continue to enter into, relationships withcompanies in the technology, real assets services and other various sectors (and underlying
industries) in which Brookfield has broad expertise and knowledge, whereby Brookfield acquires anequity or other interest in such companies that may, in turn, transact with the Sub-Fund or Portfolio
Investments. For example, Brookfield (through an investment program referred to as Brookfield
Technology Partners) invests in emerging technology companies that develop and offer technology
products that are expected to be of relevance to the Sub-Fund and its Portfolio Investments (as wellas third-party companies operating in similar sectors and industries). In connection with such
relationships, Brookfield refers, introduces or otherwise facilitates transactions between suchcompanies and the Sub-Fund and its Portfolio Investments, which result in benefits to Brookfield (orother Brookfield Accounts, Oaktree Accounts or their businesses), including via increased
profitability of the relevant company, as well as financial incentives and/or milestones which benefit
Brookfield or other Brookfield Accounts or businesses (including through increased equity
allotments), which are likely in some cases to be significant. Such financial incentives that inure toor benefit Brookfield (or other Brookfield Accounts or businesses) pose an incentive for the Boardof Directors or the Investment Manager (as applicable) to cause the Sub-Fund and/or its Portfolio
Investments to enter into such transactions that may or may not have otherwise been entered into.
Financial incentives derived from such transactions will generally not be shared with the Sub-Fundor the Shareholders. Furthermore, such transactions are likely to contribute to the development ofexpertise, reputational benefits and/or the development of new products or services by Brookfield(or other Brookfield Accounts, Oaktree Accounts or their businesses), which Brookfield will seek tocapitalize on to generate additional benefits that are likely to inure solely to Brookfield (or other213

Brookfield Accounts, Oaktree Accounts or their businesses) and not to the Sub-Fund or the
Shareholders.
Brookfield (or the Portfolio Investments' management teams, as applicable) will seek to ensure thateach transaction or other arrangement that the Sub-Fund and/or its Portfolio Investments enter
into satisfies a legitimate business need of the Sub-Fund and/or the applicable Portfolio Entity, withterms to be determined in good faith as fair, reasonable and equitable under the circumstances
based on the Sub-Fund's and/or its Portfolio Investments' normal course process for evaluating
potential business transactions and counterparties. In making these determinations, Brookfield or
the management teams of the Portfolio Investments will take into account such factors that they
deem relevant, which will include the potential benefits and synergies of transacting with a
Brookfield related party. Brookfield may take its own interests (or the interests of other Brookfield
Accounts or businesses) into account in considering and making determinations regarding thesematters. For the avoidance of doubt, any of the arrangements and/or benefits described in thisparagraph may be entered into in the ordinary course without notice to, or the consent of,
Shareholders. In certain cases, these transactions will be entered into with active participation by
Brookfield and in other cases by the Portfolio Investments' management teams independently of
Brookfield. Moreover, any fees or other financial incentives paid to the relevant company will notoffset or otherwise reduce the Management Fee or other compensation paid to Brookfield, will nototherwise be shared with the Sub-Fund or the Shareholders and will not be subject to the Affiliate
Service Rates.
However, there can be no assurance that the terms of any such transaction or other arrangement
will be executed on an arm's length basis, be as favorable to the Sub-Fund or applicable portfolio
entity as otherwise would be the case if the counterparty were not related to Brookfield, bebenchmarked in any particular manner, or be the same as those that other Brookfield Accounts' orPortfolio Investments receive from the applicable counterparty. In some circumstances, the SubFund and the Portfolio Investments may receive better terms (including economic terms) than theywould from an independent counterparty. In other cases, these terms may be worse.
While these agreements, transactions and/or arrangements raise potential conflicts of interest,
Brookfield believes that the Sub-Fund's access to Brookfield Accounts and their investments
enhances the Sub-Fund's (and its Portfolio Investments') capabilities, is an integral part of the SubFund's operations and will provide benefits to the Sub-Fund that would not exist but for its affiliation
with Brookfield.
Notwithstanding anything herein to the contrary, where Brookfield employees are hired or retainedby, or seconded to, one or more Portfolio Investments or a Brookfield affiliate on behalf of a
Portfolio Entity as described in this Section XIX (Conflicts of Interest), all or a portion of thecompensation and overhead expenses relating to such employees (including salaries, benefits, andincentive compensation, among other things) will directly or indirectly be borne by the applicable
Portfolio Investment, and in turn, may be directly or indirectly borne by the Sub-Fund via its
ownership interest in such Portfolio Investment. Any such arrangement may be on a permanent or
temporary basis, or on a full-time or part-time basis, in order to fill positions or provide services that
may otherwise be filled or provided by third parties hired or retained by such Portfolio Investment.
To the extent any Brookfield employees are hired or retained by, or seconded to, a Portfolio
Investment, the Portfolio Investment may pay such persons directors' fees, salaries, consultant fees,other cash compensation, stock options or other compensation and incentives and may reimburse
such persons for any travel costs or other out-of-pocket expenses incurred in connection with theprovision of their services. Brookfield may also advance compensation to seconded Brookfield
employees and be subsequently reimbursed by the applicable Portfolio Investments. Anycompensation customarily paid directly by Brookfield to such persons will typically be reduced toreflect amounts paid directly or indirectly by the Portfolio Investment even though the Management
Fee (including Variable Management Share distributions) borne by the Master Fund and/or

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Underlying Fund will not be reduced, and amounts paid to such persons by a Portfolio Investment
will not be offset against (x) the Management Fees otherwise payable to Brookfield; including (y)any Variable Management Share distributions otherwise payable to the Master Fund Manager
and/or Underlying Fund Manager. Additionally, the method for determining how (i) certain
compensation arrangements are structured and valued (particularly with respect to the structure ofvarious forms of incentive compensation that vest over time and whose value upon payment isbased on estimates); and (ii) overhead expenses are allocated, in each case require certain
judgments and assumptions, and as a result Portfolio Investments (and indirectly the Sub-Fund) may
bear higher costs than they would have had such expenses been valued, allocated or charged
differently.
Brookfield could benefit from arrangements where Brookfield employees are hired or retained by,or seconded to, one or more Portfolio Investments or a Brookfield affiliate on behalf of a Portfolio
Investment (for example, in the case where a Portfolio Investment makes a fixed payment to
Brookfield to compensate Brookfield for a portion of an employee's incentive compensation, butsuch employee does not ultimately collect such incentive compensation). Additionally, there could
be a circumstance where an employee of Brookfield or a portfolio entity of a Brookfield, a Brookfield
Account, PSG, Oaktree or an Oaktree Account may become an employee of a portfolio entity of the
Sub-Fund or secondee of one or more of the Portfolio Investments (or vice versa) and, in connection
therewith, be entitled to retain unvested incentive compensation received from the company it istransferring or being seconded from. While such incentive compensation would be subject toforfeiture under other circumstances, given the prior employment by a Brookfield related company,
such incentive compensation may continue to vest as if such employee continued to be an employeeof the company from which it is transferring. The arrangements described herein will not require
the consent of Shareholders, and such amounts will not be considered fees received by theInvestment Manager or its affiliates that offset or otherwise reduce the Management Fee.
Brookfield may take its own interests into account in considering and making determinations
regarding the matters outlined in this section and in "Resolution of Conflicts" below and "AffiliatedServices and Transactions" above. Additionally, the aggregate economic benefit to Brookfield or its
affiliates as a result of the transactions outlined herein and therein could influence investment
allocation decisions made by Brookfield in certain circumstances (i.e., if the financial incentives as aresult of such transactions are greater if the investment opportunity is allocated to the Sub-Fundrather than another Brookfield Account or co-investment vehicle (or vice versa)). For a broader
discussion regarding the allocation of investment opportunities, see "Allocation of Investment
Opportunities" and "Incentive to Allocate Investment Opportunities to Co-Investment Vehicles andOther Brookfield Accounts" above.
Intangible Benefits and Discounts. Brookfield, the Board of Directors, the Investment Manager andtheir personnel can be expected to receive certain intangible and/or other benefits and/or
perquisites arising or resulting from their activities on behalf of the Sub-Fund which will not reduce
Management Fees or otherwise be shared with the Sub-Fund, its Shareholders and/or the Portfolio
Investments. Such benefits will inure exclusively to Brookfield and/or its personnel receiving them
if they are significant or difficult to value and even though the cost of the underlying service is borneby the Sub-Fund (as a Sub-Fund Expense) and/or its Portfolio Investments. For example, airline
travel or hotel stays incurred as Sub-Fund Expenses typically result in "miles" or "points" or credit inloyalty/status programs and such benefits and/or amounts will, whether or not de minimis ordifficult to value, inure exclusively to Brookfield, the Board of Directors, the Investment Manager
and/or such personnel (and not the Sub-Fund, its Shareholders and/or the Portfolio Investments)
even though the cost of the underlying service is borne by the Sub-Fund and/or the Portfolio
Investments. Similarly, the volume of work that service providers receive from Brookfield, which
include those from the Sub-Fund and its Portfolio Investments, results in discounts for such services
that Brookfield will benefit from, while the Sub-Fund and/or the Portfolio Investments will not beable to benefit from certain discounts that apply to Brookfield. In addition, Brookfield has in the past215

and expects to continue to make available certain discount programs to its employees as a result ofBrookfield's relationship with a Portfolio Investment (for example, "friends and family" discounts),
and which discounts are not available to the Shareholders. The size of these discounts on products
and services provided by Portfolio Investments (and, potentially, customers or suppliers of such
Portfolio Investments) could be significant. The potential to receive such discounts could provide an
incentive for Brookfield to cause the Sub-Fund and/or a Portfolio Entity to enter into transactions
that may or may not have otherwise been entered into in the absence of these arrangements andbenefits. Financial benefits that Brookfield and its personnel derive from such transactions will
generally not be shared with the Sub-Fund, its Shareholders and/or the Portfolio Investments. In
certain cases, Brookfield may be engaged by purchasers of investments to provide various services
with respect to investments for interim periods after the Sub-Fund's disposition of such investments
until such functions are fully transitioned to the purchaser's service providers. Any such services will
be provided on rates agreed with the purchasers (which may be different from the rates charged
for Affiliated Services) and will not be shared with the Sub-Fund or reduce Management Fees. For a
discussion regarding the resolution of the conflicts of interest noted above (and throughout thisSub-Fund Supplement), see "Resolution of Conflicts" below.
Linked Transactions/Arrangements. Brookfield intends from time to time to contract with third
parties for various linked business transactions and/or arrangements (for example, agreements to
supply power to a third party while at the same time agreeing to procure technology services fromsuch third party) as a part of broader business or other similar relationships with such third parties.
Such transactions and/or arrangements (and related benefits) generally will be for the benefit of
Brookfield's broader business platform and will be allocated in accordance with Brookfield's
allocation policies and procedures in a fair and reasonable manner.
In connection with these transactions and/or arrangements, Brookfield will allocate certaintransactions (for example, power supply agreements) among various Brookfield Accounts, including
the Sub-Fund, and may in connection therewith commit such Brookfield Accounts to purchase
and/or backstop certain services or products provided by such third parties. In addition, Brookfield
expects to receive discounts and other special economic benefits in respect of the services and/or
products provided by the third parties, which will be allocated among Brookfield and various
Brookfield Accounts in a fair and reasonable manner, including Brookfield Accounts that do notparticipate in providing goods and/or services to the third parties.
Possible Future Activities. Brookfield expects to expand the range of services that it provides overtime. Except as provided herein, Brookfield will not be restricted in the scope of its business or in
the performance of any such services (whether now offered or undertaken in the future) even if
such activities could give rise to conflicts of interest, and whether or not such conflicts are describedherein. Brookfield has, and will continue to develop, relationships with a significant number ofcompanies, financial sponsors and their senior managers, including relationships with companies
that hold or may have held investments similar to those intended to be made by the Sub-Fund as
well as companies that compete with Portfolio Investments of the Sub-Fund. These companies maythemselves represent appropriate investment opportunities for the Sub-Fund or may compete with
the Sub-Fund for investment opportunities and other business activities.
Advisors. Brookfield from time to time engages or retains strategic advisors, senior advisors,
Operating Partners, executive advisors, consultants and/or other professionals who are not
employees or affiliates of Brookfield, but which include former Brookfield employees as well as
current and former officers of Brookfield investments (collectively, "Consultants"). Consultants
generally have established industry expertise and are expected to advise on a range of investmentrelated activities, including by providing services that may be similar in nature to those provided by
the investment team of the Sub-Fund such as sourcing, consideration and pursuit of investment
opportunities, strategies to achieve investment objectives, development and implementation ofbusiness plans, and recruiting for Portfolio Investments, and to serve on boards of Portfolio

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Investments. Additionally, Brookfield's decision to initially perform certain services in-house for the
Sub-Fund will not preclude a later decision to outsource such services, or any additional services, inwhole or in part, to any Consultants, and Brookfield has no obligation to inform the Sub-Fund ofsuch a change. Brookfield believes that these arrangements benefit its investment activities.
However, they also give rise to certain conflicts of interest considerations.
Consultants are expected, from time to time, to receive payments (including directors' fees) from,or allocations or performance-based compensation with respect to, Brookfield, the Sub-Fund and/orPortfolio Investments of the Sub-Fund, including director's fees where such Consultants serve on
the boards of Portfolio Investments. In such circumstances, payments from, or allocations or
performance-based compensation with respect to, the Sub-Fund and/or Portfolio Investments of
the Sub-Fund generally will be treated as Sub-Fund Expenses and will not, even if they have theeffect of reducing retainers or minimum amounts otherwise payable by Brookfield, be subject tothe offset provisions as described in this Section XIX (Conflicts of Interest). Additionally, while
Brookfield believes such compensation arrangements will be reasonable and generally at market
rates for the relevant services provided, exclusive arrangements or other factors may result in suchcompensation arrangements not always being comparable to costs, fees and/or expenses charged
by other third parties. In addition to any compensation arrangements, the Sub-Fund may also
generally bear its share of any travel costs or other out-of-pocket expenses incurred by Consultantsin connection with the provision of their services. Accounting, network, communications,administration and other support benefits, including office space, may be provided by Brookfield or
the Sub-Fund to Consultants without charge, and any costs associated with such support may beborne by the Sub-Fund.
Brookfield expects from time to time to offer Consultants the ability to co-invest alongside the SubFund, including in those Portfolio Investments in which they are involved (and for which they may
be entitled to receive performance based compensation, which will reduce the Sub-Fund's returns
and will not necessarily be subordinated to the return of the Shareholders' capital contributions), or
otherwise participate in equity plans for management of a Portfolio Entity of the Sub-Fund or invest
directly in the Sub-Fund or in a vehicle controlled by the Sub-Fund subject to reduced or waived
management fees (through offering a fee-free Share Class) and/or incentive compensation,
including after the termination of their engagement (or other status) with Brookfield.
In certain cases, these persons are likely to have certain attributes of Brookfield "employees" (forexample, they have dedicated offices at Brookfield, receive access to Brookfield information,systems and meetings for Brookfield personnel, work on Brookfield matters as their primary or solebusiness activity, have Brookfield-related e-mail addresses, business cards and titles, and/or
participate in certain benefit arrangements typically reserved for Brookfield employees) eventhough they are not considered Brookfield employees, affiliates or personnel for purposes of the
Articles, the Portfolio Management Agreement, and related Management Fee offset provisions. In
this scenario, a Consultant would be subject to Brookfield's compliance policies and procedures.
Where applicable, Brookfield allocates to the Sub-Fund and/or applicable Portfolio Investments thecosts of such personnel or the fees paid to such personnel in connection with the applicable services,and such expenses or fees, to the extent allocated to the Sub-Fund, would be treated as Sub-FundExpenses. Payments or allocations to Consultants will not be subject to the Management Fee offset
provisions, and can be expected to increase the overall costs and expenses borne indirectly by
investors in the Sub-Fund. There can be no assurance that any of Consultants will continue to servein such roles and/or continue their arrangements with Brookfield, the Sub-Fund and/or any Portfolio
Investments throughout the term of the Sub-Fund.
Transaction and Other Fees. The Investment Manager and its affiliates and their respective
employees may receive certain transaction fees, consulting fees, advisory fees, directors' fees,monitoring fees, or similar fees, in connection with Portfolio Investments or prospective Portfolio
Investments. Such fees will not be subject to the Affiliate Service Rates described in "Affiliated217Services and Transactions" above. For the avoidance of doubt, to the extent that another Brookfield
Account (including a co-investment vehicle) or other investor is participating in an investment, any
fees received by Brookfield in respect of such Brookfield Account or other investor will not offset
the Management Fee (regardless of whether or not any amount of such fees is credited to theinvestors in such Brookfield Account or other investor, by means of a management fee offset orotherwise). As a result, Brookfield may be more incentivized to take any such fees where there is
expected to be significant co-investment alongside the Sub-Fund.
Shared Resources. In certain circumstances, in order to create efficiencies and optimize
performance, one or more Portfolio Investments or properties of the Sub-Fund may determine toshare the operational, legal, financial, back-office or other resources of another Portfolio Investment
or property of the Sub-Fund or an investment, portfolio entity or property of Brookfield or another
Brookfield Account. In connection therewith, the costs and expenses related to such services will beallocated among the relevant entities on a basis that Brookfield determines in good faith is fair andequitable (but which will be inherently subjective). These types of arrangements will not require theconsent of Shareholders. Determining an allocable share of internal and other costs, or otherwise
allocating costs, inherently requires the judgment of Brookfield and there can be no assurance that
the Sub-Fund will not bear a disproportionate amount of any costs, including Brookfield's internalcosts. In addition, it is possible that a Portfolio Entity may be in the business of providing services
that are, or could be, utilized by another Portfolio Entity or asset. In this situation, the Investment
Manager may determine that one or more Portfolio Entities use the other Portfolio Entity's services,even where these services were previously provided to a Portfolio Entity from a third-party.
Travel Expenses. The Sub-Fund will reimburse the Board of Directors and its affiliates for out-ofpocket travel expenses, including air travel (generally business class), car services, meals and hotels(generally business or luxury class accommodations), incurred in identifying, evaluating, sourcing,researching, structuring, negotiating, acquiring, making, holding, developing, operating, managing,selling or potentially selling, restructuring or otherwise disposing of the Sub-Fund's proposed or
actual Portfolio Investments (including fees for attendance of industry conferences, the primary
purpose of which is sourcing Portfolio Investments), in connection with the formation, marketingand offering of the Sub-Fund and otherwise in connection with the business of the Sub-Fund. In
addition, travel expenses incurred in the formation, marketing and offering of the Sub-Fund will beconsidered Organizational Expenses, including where such travel expenses relate to an existing or
potential arrangement with any placement agent regarding the offering of Shares in the Sub-Fundor the offering of the Master Fund or Underlying Fund.
Service Providers. In managing business activities, Brookfield, Brookfield Accounts and Portfolio
Investments utilize and rely on various independent service providers, including attorneys,accountants, fund administrators, consultants, advisors, deal sources, lenders, brokers and outside
directors. Brookfield relies on these service providers' independence from Brookfield for various
purposes, including (among other things) audits of Brookfield Accounts and/or portfolio companies
as well as transaction related services, benchmarking analyses, fairness and similar opinions ofvalue, and/or verification of arm's length terms, in each case designed to facilitate resolution of
conflicts of interest considerations relating to transactions between Brookfield Accounts and/orPortfolio Investments with Brookfield and/or other Brookfield Accounts and/or Portfolio
Investments.
Brookfield, Brookfield Accounts and Portfolio Investments have various business relationships andengage in various activities with these service providers and/or their affiliates, which give rise toconflicts of interest considerations relating to the selection of the service providers. For example,
service providers and/or their personnel could: (a) be investors in Brookfield, Brookfield Accounts
and/or Portfolio Investments; (b) provide services to multiple Brookfield business lines, Brookfield
Accounts and/or Portfolio Investments; (c) be engaged to provide various different types of services
to Brookfield, Brookfield Accounts and Portfolio Investments; (d) provide certain services, such as218

introductions to prospective investors and/or counterparties, to Brookfield, Brookfield Accounts
and Portfolio Investments at favorable rates or no additional cost; or (e) be counterparties totransactions with Brookfield, Brookfield Accounts and/or Portfolio Investments. In addition, certain
service providers (particularly large, global service providers, such as law firms, accounting firms andfinancial institutions) employ family members of personnel of Brookfield, Brookfield Accounts
and/or Portfolio Investments. Moreover, in the regular course of business, personnel of Brookfield,
Brookfield Accounts and/or Portfolio Investments give (or receive) gifts and entertainment to (orfrom) personnel of service providers.
Notwithstanding these relationships and/or activities with service providers, Brookfield has policies
and procedures designed to address these conflicts of interest considerations and to ensure that its
personnel select service providers for Brookfield, Brookfield Accounts and Portfolio Investmentsthat they believe are appropriate for and in the best interests of Brookfield, Brookfield Accounts
and/or Portfolio Investments (as the case may be) in accordance with Brookfield's legal andregulatory obligations, provided that (for the avoidance of doubt) Brookfield often will not seek out
the lowest-cost option when engaging such service providers as other factors or considerations
typically prevail over cost.
In addition, Brookfield Accounts (including the Sub-Fund, other Brookfield-managed investment
vehicles and Brookfield for its own account) and their investments often engage common providersof goods and/or services. These common providers sometimes provide bulk discounts or other fee
discount arrangements, which could be based on an expectation of a certain amount of aggregate
engagements by Brookfield Accounts and investments over a period of time. Brookfield generally
extends these fee discount arrangements to Brookfield and all Brookfield Accounts and theirinvestments in a fair and equitable manner.
In certain cases, a service provider (for example, a law firm) will provide all Brookfield Accounts andtheir investments a bulk discount on fees that is applicable only prospectively (within an annual
period) once a certain aggregate spending threshold has been met by the group during the relevant
annual period. As a result, Brookfield Accounts and investments that engage the service provider
after the aggregate spending threshold has been met will get the benefit of the discount and, as aresult, pay lower rates than the rates paid by Brookfield Accounts and investments that engaged thesame provider prior to the discount being triggered.
The engagement of common providers for Brookfield Accounts and their investments and therelated fee discount arrangements give rise to conflicts of interest. For example, as a result of thesearrangements, Brookfield will face conflicts of interest in determining which providers to engage on
behalf of the Sub-Fund and its Portfolio Investments and when to engage such providers, including
an incentive to engage certain providers for the Sub-Fund and its Portfolio Investments because it
will result in the maintenance or enhancement of a discounted fee arrangement that benefits
Brookfield, other Brookfield Accounts and their investments. Notwithstanding these conflicts
considerations, Brookfield makes these determinations in a manner that it believes is appropriate
for and in the best interests of the Sub-Fund and its Portfolio Investments taking into account all
applicable facts-and-circumstances.
In the normal course, common providers (for example, law firms) will staff engagements based on
the particular needs of the engagement and charge such staff's then-applicable rates, subject to any
negotiated discounts. While these rates will be the same as the rates such providers would charge
Brookfield for the same engagement, Brookfield generally engages providers for different needs
than the Sub-Fund and/or its Portfolio Investments, and the total fees charged for different
engagements are expected to vary.
In addition, as a result of the foregoing, the overall rates paid by the Sub-Fund and its Portfolio
Investments over a period of time to a common provider could be higher (or lower) than the overall
rates paid to the same provider by Brookfield, other Brookfield Accounts and their investments.
219

Without limitation of the foregoing, conflicts arise with respect to Brookfield's selection of financial
institutions or other third parties to provide services to the Sub-Fund, any other Brookfield Accountor Brookfield and its negotiation of fees payable to such parties. Brookfield has relationships withmany financial institutions and other third parties, which may introduce prospective investors,
afford Brookfield the opportunity to market its services to certain qualified investors at no additionalcost, provide benchmarking analysis or third-party verification of market rates, or provide otherservices (for example, consulting services) at favorable or below market rates. Such relationships
create incentives for Brookfield to select a financial institution or other third party based on its bestinterests and not the best interests of the Sub-Fund. For example, in connection with the dispositionof a Portfolio Entity, several financial institutions with which Brookfield has pre-existing business
relationships may provide valuation services through a bidding process. Although Brookfield will
select the financial institution it believes is the most appropriate in the circumstances, therelationships between the financial institution and Brookfield as described herein will influence
Brookfield in deciding whether to select such a financial institution to underwrite the disposition,and may influence the financial institution in the terms offered. The cost of this disposition will
generally be borne directly or indirectly by the Sub-Fund and creates an incentive for Brookfield toengage such a financial institution over one with which Brookfield has no prior relationship that
could result in worse terms to the Sub-Fund or the Portfolio Entity than would be the case absent
the conflict.
These relationships, activities and discounts described herein are part of the normal course ofbusiness operations and are not considered additional fees received by Brookfield that would offset
or otherwise reduce the fees (including the management fees) owed by Brookfield Accounts and/orPortfolio Investments to Brookfield.
Protective Loans to Portfolio Investments. If the Investment Manager determines in good faith that
it is necessary to invest capital in or with respect to a Portfolio Entity to preserve or protect the valueof such Portfolio Entity (including, for the avoidance of doubt, any Follow-on Investments, asapplicable) and for any reason the Sub-Fund has insufficient capital or either the amount of suchcapital is immaterial or the time period during which such capital would be loaned by Brookfield oran affiliate thereof is expected to be less than thirty (30) days ("Protective Loans"), Brookfield or anaffiliate thereof may loan additional capital to a Portfolio Entity at or below an arm's length market
rate. In connection therewith, in the case of a Protective Loan as described above, the Sub-Fund will
repay such Protective Loan or, in the case of any other Protective Loan, offer to the Shareholders
the opportunity to acquire an interest in such Protective Loan on a pro rata basis based on theirrespective capital contributions. The Sub-Fund's ability to make such loans on the conditions noted
above in "Affiliated Services and Transactions" may present a conflict of interest. To the extent a
Shareholder does not have sufficient available capital to acquire an interest in such loan, or chooses
not to acquire such an interest, Brookfield will retain such interest. Any such loan may be repaid by
the applicable Portfolio Entity in priority to any distributions to the Sub-Fund by such Portfolio
Entity, or be converted into an equity interest in such Portfolio Entity on a dollar-for-dollar basis
using an appraisal or arm's length valuation. Brookfield will have no obligation to provide a
Protective Loan, including where doing so would be beneficial to the Sub-Fund or a Portfolio
Investment.
Line of Credit Utilization. Subject to the limitations set forth in the Articles and this Sub-Fund
Supplement, the Sub-Fund maintains substantial flexibility in choosing when and how its leveragefacilities are used. The Sub-Fund may adopt from time-to-time policies or guidelines relating to theuse of such credit facilities. The Sub-Fund may, subject to the terms of the Articles and this Sub-Fund
Supplement, elect to use long-term fund-level financing in certain circumstances, including (i) tomake certain Portfolio Investments that the Sub-Fund may determine to hold on the credit facility
for an extended time; (ii) to make margin payments as necessary under currency hedging
arrangements or other derivative transactions; (iii) to fund Management Fees and Operating
Expenses otherwise borne by Shareholders; and (iv) when the Board of Directors or its delegate

220otherwise determines that it is in the best interests of the Sub-Fund. See also Part XIV (Risk Factors
and Other Considerations) above.
In addition, the Sub-Fund may provide for the repayment of indebtedness and/or the satisfaction ofguarantees on behalf of co-investment vehicles in connection with investments made by suchvehicles alongside the Sub-Fund. The Sub-Fund may also use its credit facility to issue a letter ofcredit in connection with an investment that is expected to be, or has been allocated to a coinvestment vehicle, and the co-investors would be expected to bear their share of any expenses
incurred in connection with such letter of credit. In the event any such co-investment vehicle does
not satisfy their share of any payment in respect of any such borrowing, the Sub-Fund will becontractually obligated to satisfy their share even if the Sub-Fund does not have recourse against
such co-investment vehicle. In addition, Brookfield, another Brookfield Account or their Affiliates
may provide a Guarantee in connection with a potential or existing Portfolio Investment and theSub-Fund may replace Brookfield, such Brookfield Account or their Affiliate as the guarantor.
Use of Brookfield Arrangements. The Sub-Fund may seek to use a swap, currency conversion or
hedging arrangement or line of credit or other financing that Brookfield has in place for its own
benefit or the benefit of other Brookfield Accounts. In this case, Brookfield will pass through theterms of such arrangement to the Sub-Fund as if the Sub-Fund had entered into the transaction
itself. However, in such cases the Sub-Fund will be exposed to Brookfield's credit risk since the SubFund will not have direct contractual privity with the counterparty. Further, it is possible that theSub-Fund may have been able to obtain more favorable terms for itself if it had entered into thearrangement directly with the counterparty.
Determinations of Value. Valuations of the Portfolio Investments or of property received in
exchange for any Portfolio Investment that are calculated by the AIFM will be done in good faith inaccordance with guidelines prepared in accordance with International Financial Reporting Standards
or generally accepted accounting principles and reviewed by the Sub-Fund's independentaccountants. Valuations are subject to determinations, judgments, projections and opinions andother third parties or investors may disagree with such valuations. Accordingly, the carrying valueof a Portfolio Investment will not necessarily reflect the price at which the Portfolio Investment
could be sold in the market, and the difference between carrying value and the ultimate sales pricecould be material. Additionally, under certain limited circumstances set forth in the Articles,
distributions in kind of Portfolio Investments for which market quotations are not readily available
could be made. The valuation of such Portfolio Investments will be determined by the Board of
Directors or its delegate (including the AIFM and Investment Manager) in accordance with the
Articles.
The valuation of Portfolio Investments affects, under certain circumstances, the Master FundManager's and Underlying Fund Manager's entitlement to Variable Management Share distributions
from the Master Fund and Underlying Fund, respectively, and/or the ability of Brookfield to raise
future Brookfield Accounts, including any successor to the Sub-Fund. As a result, although suchvaluations will be determined in accordance with Brookfield valuation policies (and/or the valuation
methodology described in the applicable materials), there may be circumstances where the Boardof Directors or its delegate (including the AIFM and Investment Manager) is incentivized todetermine valuations that may be higher than the actual fair value of the Portfolio Investments. See
also Part XIV (Risk Factors and Other Considerations) above.
Third-Party Involvement. The Sub-Fund may co-invest through or invest in partnerships, joint
ventures or other entities with third parties that may have economic or business interests orobjectives, including exit strategies, that are different than or conflict with those of the Sub-Fund orthat may be in a position to take action contrary to the Sub-Fund's objectives, which may result innegative consequences, including loss of capital.

221

Transactions with Potential and Actual Shareholders. Prospective Investors should note that theSub-Fund, the Investment Manager and their affiliates from time to time engage in transactions withprospective and actual Shareholders and prospective and actual Shareholders of other Brookfield
Accounts that entail business benefits to such investors. Such transactions may be entered into prior
to or coincident with an investor's admission to the Sub-Fund or during the term of their investment.
The nature of such transactions can be diverse and may include benefits relating to the Sub-Fund,and its Portfolio Investments or other Brookfield Accounts and their respective issuers orinvestments.
Insurance. The Sub-Fund will purchase, and/or bear premiums, fees, costs and expenses (including
the premiums, costs, expenses and/or fees of affiliates and non-affiliates for insurance coverage andfor placement and administration of insurance coverage) with respect to, insurance for the benefitof the Sub-Fund, the Investment Manager and their employees, affiliates, agents andrepresentatives as well as other indemnified parties with respect to Fund-related matters (including
directors and officers liability insurance, errors and omissions insurance, and any other insurance
which the Sub-Fund determines to be required or market standard), or for the benefit of the SubFund or any of its Portfolio Investments, with respect to investment-related matters (including
terrorism, property, title, liability, marine, environmental, professional, cyber, transactional, fire
insurance and/or extended or specialized coverage).
Brookfield Accounts (including the Sub-Fund) and their respective investments will utilize Brookfield
affiliates for placement, administrator and provision of insurance coverage in connection with all orpart of their insurance coverage and the Sub-Fund is expected to leverage the scale of Brookfield byparticipating in shared, or umbrella, insurance policies as part of a broader group of entities
affiliated with Brookfield (including Brookfield and other Brookfield Accounts). Any insurance policy
purchased by or on behalf of the Sub-Fund (including policies covering the Sub-Fund, the AIFM, theInvestment Manager and other Brookfield Accounts) may provide coverage for situations where the
Sub-Fund would not provide indemnification, including situations involving culpable conduct by the
Board of Directors or the Investment Manager. Nonetheless, the Sub-Fund's share of the premiums,
costs, fees and expenses in respect of insurance coverage will not be reduced to account for thesetypes of situations.
Brookfield insurance companies (each, a "Captive") that provide insurance coverage for Brookfield
Accounts (including the Sub-Fund) and assets held directly or indirectly by Brookfield Accounts(including the Sub-Fund) generally will be utilized for all or a portion of insurance coverage needs(for example, primary layer of insurance for certain assets, supplemental coverage to coverage
provided by third-party carriers, etc.). Captives are expected to provide benefits to Brookfield
Accounts that may not be available from a third-party insurance provider, including potentiallylower premiums. In determining whether to utilize a Captive as an insurance provider for the SubFund and/or its Portfolio Investments, Brookfield will take into account such factors as it determines
appropriate in its discretion under the then-existing facts-and-circumstances. It is expected thateach Captive will charge premiums at the Affiliate Service Rate applicable to the insurance provided
by such Captive. The determination of such rates will be based on third-party pricing data or an
opinion of a third-party insurance adviser (including advisers that provide other insurance related
services to Brookfield and the Brookfield Accounts). The engagement of a Captive will give rise tocertain potential conflicts of interest, including in connection with the evaluation and payment ofclaims. In order to mitigate potential conflicts of interest related thereto, an independent thirdparty insurance carrier generally will be responsible for claims management and payment.
Captives may seek reinsurance for all or a portion of the coverage, which could result in Brookfieldearning and retaining fees and/or a portion of the premiums associated with such insurance while
not retaining all or a commensurate portion of the risk insured.
To the extent an insurance policy or Captive insurance policy provides coverage with respect toFund-related or investment-related matters, all or a portion of the fees and expenses (including222

premiums) of such insurance policy and its placement will be allocated to the Sub-Fund. The amountof any such insurance-related fees and expenses allocated to the Sub-Fund will be determined by
Brookfield in its discretion taking into consideration facts and circumstances deemed relevant,including in umbrella policies the value of each covered fund's and account's investments and capital
contributions (if applicable) and/or risk that the fund's and/or its investments and account pose to
the insurance provider. While Brookfield expects to consider certain objective criteria when
determining how to allocate the cost of insurance coverage that applies to multiple funds andaccounts (including Brookfield and Brookfield Accounts), because of the uncertainty of whether
claims will arise in the future and the timing and the amount that may be involved in any such claim,
the determination of how to allocate such fees and expenses also requires Brookfield to take into
consideration other facts and circumstances that are more subjective in nature. In addition, because
Brookfield will bear a portion of such fees and expenses and has differing investment interests in
the Brookfield Accounts it manages, conflicts exist in the determination of the proper allocation ofsuch fees and expenses among Brookfield and such funds and accounts. It is unlikely that Brookfield
will be able to accurately allocate the fees and expenses of any such insurance based on the actual
claims of a particular fund or account, including the Sub-Fund. Brookfield may, if it determines it tobe necessary, consult with one or more third parties to ensure that the allocation of such fees andexpenses is done in a fair and reasonable manner.
While shared insurance policies (including those issued by Captives) may be cost effective, claims
made by any entities affiliated with Brookfield could result in increased costs to the Sub-Fund andsuch policies may have an overall cap on coverage. To the extent insurable event(s) result in claims
in excess of such cap, the Sub-Fund may not receive as much in insurance proceeds as it would havereceived if separate insurance policies had been purchased for each party and Brookfield could facea conflict in interest in properly allocating insurance proceeds across all claimants, which could resultin the Sub-Fund receiving less in insurance proceeds than if separate insurance policies had beenpurchased for each insured party individually. In these cases, Brookfield will seek to allocate theproceeds from claims in respect of insurance policies and resolve any conflicts of interests, asapplicable, in a manner it determines to be fair and reasonable. In that regard, Brookfield may, if it
determines it to be necessary, consult with one or more third parties to ensure that the allocationof such proceeds is done in a fair and reasonable manner. Similarly, insurable events may occur
sequentially in time while subject to a single overall cap. In this case, Brookfield will process claims
on a first-come first-serve basis. To the extent insurance proceeds for one such event are applied
towards a cap and the Sub-Fund experiences an insurable loss after such event, the Sub-Fund's
receipts from such insurance policy could be diminished and/or the Sub-Fund may not receive any
insurance proceeds. A shared insurance policy could also make it less likely that Brookfield will makea claim against such policy on behalf of the Sub-Fund.
In addition, the Sub-Fund may need to determine whether or not to initiate litigation (including
potentially litigation adverse to Brookfield where it is the broker or provider of such insurance) inorder to collect from an insurance provider, which may be lengthy and expensive and which
ultimately may not result in a financial award. The potential for Brookfield to be a counterparty in
any litigation or other proceedings regarding insurance claims creates a further potential conflict ofinterest. Furthermore, in providing such insurance, Brookfield may seek reinsurance for all or a
portion of the coverage, which could result in Brookfield earning and retaining fees and/or a portionof the premiums associated with such insurance while not retaining all or a commensurate portionof the risk insured. Brookfield will seek to allocate the costs of such insurance and proceeds fromclaims in respect of such insurance policies and resolve any conflicts of interest, as applicable, in amanner it determines to be fair. In that regard, Brookfield may, if it determines it to be necessary,consult with one or more third parties in allocating such costs and proceeds and resolving suchconflicts.
Diverse Investors and Tax Withholding. The Shareholders (including, for the avoidance of doubt,
Brookfield in its capacity as a Shareholder) generally will have conflicting investment, tax and other223

interests with respect to their investments in the Sub-Fund and with respect to the interests ofinvestors in Brookfield Accounts that may participate in the same investments as the Sub-Fund. The
conflicting interests of individual Shareholders with respect to other Shareholders and relative toinvestors in other Brookfield Accounts may relate to or arise from, among other things, the natureof the Portfolio Investments made by the Sub-Fund, the residency or domicile of the Shareholders,the entity into which such individual Shareholder invests and the structuring of the acquisition ofPortfolio Investments, the timing of disposition of Portfolio Investments and the manner in whichcurrent earnings and disposition transactions in connection with one or more Portfolio Investments
are reported for tax purposes. As a consequence, conflicts of interest may arise in connection withthe decisions made by the Board of Directors or the Investment Manager, including with respect totax matters or the nature, structuring or reporting of such Portfolio Investments, that may be
adverse to Shareholders generally, or may be more beneficial for one Shareholder than for another
Shareholder, especially with respect to Shareholders' individual tax situations. See also "Brookfield
Investment in Fund" above. In selecting and structuring potential Portfolio Investments appropriate
for the Sub-Fund, the Sub-Fund will consider the investment and tax objectives of the Sub-Fund and
its Shareholders as a whole (and those of investors in other Brookfield Accounts that participate in
the same investments as the Sub-Fund), not the investment, tax or other objectives of any
Shareholder individually. However, conflicts may arise if certain Shareholders have objectives thatconflict with those of the Sub-Fund. In addition, Brookfield may face certain tax risks based on
positions taken by the Sub-Fund, including as a withholding agent. In connection therewith,
Brookfield may take certain actions, including withholding amounts to cover actual or potential tax
liabilities, or refrain from taking certain actions, including not claiming refunds of certain
withholding or other taxes paid, due to such tax risks.
Conflicts with Issuers of Portfolio Investments. Brookfield expects that certain of its officers andemployees will serve as directors and officers of certain Portfolio Investments and, in that capacity,
will be required to make decisions that consider the best interests of such Portfolio Investments andtheir respective shareholders or other stakeholders. In certain circumstances, for example insituations involving bankruptcy or near-insolvency of a Portfolio Entity, actions that may be in thebest interest of the Portfolio Entity may not be in the best interests of the Sub-Fund and vice versa.
Accordingly, in these situations, there will be conflicts of interest between such individuals' duties
as an officer or employee of Brookfield and such individual's duties as a director or officer of thePortfolio Investments.
As described above, Brookfield employees may be engaged by one or more Portfolio Investments
on a permanent or temporary basis in order to provide services that may otherwise be provided bythird parties. See "Affiliated Services and Transactions" above. This may create conflicts of interest
when the employees are considering the interests of the Sub-Fund and the interests of the Portfolio
Entity. Furthermore, the particular arrangement between such employees and the Portfolio
Investments and properties may change over time, particularly when a Portfolio Investment isrealized by the Sub-Fund. An employee may or may not return to Brookfield after the Sub-Fund's
disposition of such Portfolio Investment.
In the ordinary course, Brookfield may hire employees of Portfolio Investments (including by hiring
teams of employees and integrating them into Brookfield). Such persons may, in their capacity as
employees of Brookfield, provide similar services to a Portfolio Entity as they provided whenemployed directly by such Portfolio Entity. Any such services will be provided in the same mannerand on the same terms as similar services provided by other employees of Brookfield. As a result,the Portfolio Investments may pay more for such services than they would otherwise have paid if
such employees remained employed by such Portfolio Investments. See "Affiliated Services andTransactions" above.
Other Conflicts

224

Variable Management Share. The existence of the Master Fund Manager's and/or Underlying FundManager's entitlement to a Variable Management Share in the circumstances described above
under Part XI (Fees and Expenses of the Sub-Fund —Management Fee – Master Fund and Underlying
Fund Levels) may create an incentive for the Master Fund Manager and/or the Underlying FundManager to cause the Master Fund or Underlying Fund to make Investments that are riskier or more
speculative than it would otherwise make in the absence of such performance-based compensation.
Calculation Errors, True-Ups and/or Repayments. The calculation of amounts due to Brookfield inconnection with the Sub-Fund and the Portfolio Investments (including amounts owed in respect of
Variable Management Share distributions, affiliated services, protective loans, cost allocations, andother matters) is complex and at times based on estimates and/or subject to periodic (posttransaction) reconciliations. Brookfield may make errors in calculating such amounts, and/or
recognize over- or under-estimates of such amounts in performing routine reconciliations and/or
other internal reviews. When such an error or under- or over-estimate that disadvantaged the SubFund is discovered, Brookfield will make the Sub-Fund whole for such amount based on theparticular situation, which may involve a waiver of future distributions or fees in an amountnecessary to reimburse the Sub-Fund for such over-payment. As a general matter, Brookfield does
not expect to pay interest on such amounts. Likewise, when an error or under- or over-estimate that
advantaged the Sub-Fund is discovered, Brookfield will make itself whole for such amount, asapplicable, and generally will not charge interest in connection with any such make-whole payment.
Shareholder Due Diligence Information. The Sub-Fund will make available, prior to the closing of
this offering, to each prospective investor the opportunity to ask questions of, and receive responses
from, a representative of the Sub-Fund concerning the terms and conditions of this offering and toobtain any additional information, if the Sub-Fund possesses such information or can acquire it
without unreasonable effort or expense, necessary to verify the accuracy of the information set
forth herein. Due to the fact that different potential investors may ask different questions andrequest different information, the Sub-Fund may provide certain information to one or more
prospective investors that it does not provide to all of the prospective investors. None of the
responses or additional information provided is or will be integrated into this Sub-Fund Supplement,
and no prospective investor may rely on any such responses or information in making its decision to
subscribe for Shares.
Limited Access to Information. Shareholders' rights to information regarding the Sub-Fund will be
specified in the Articles. However, while the Sub-Fund does not anticipate granting side letters,
certain Shareholders may receive additional information that is not made available to all
Shareholders generally. Certain Shareholders may also be investors in other Brookfield Accounts, or
engage in transactions with Brookfield, an investment or another Brookfield Account, and may
receive additional information through such arrangements. The Sub-Fund will have no duty toensure all Shareholders seek, obtain or process the same information regarding Brookfield, the SubFund and its Portfolio Investments.
Certain information, including interpretations, confirmations or statements of intent, that isprovided to one Shareholder during the due diligence process or otherwise and not to another
Shareholder (or prospective investor) may provide the recipient greater insight into the Sub-Fund's
activities and/or the intentions of the Sub-Fund or the Investment Manager, thereby enhancing such
recipient's ability to make investment decisions (including a prospective investor's decision to invest
in the Sub-Fund) with respect to the Sub-Fund and/or take action or make other decisions pursuant
to the Articles. This may adversely affect Shareholders that do not receive such information. In
addition, a Shareholder that seeks to transfer its Shares, or a potential acquirer of such Shares, may
have difficulty in determining an appropriate price for such Shares because it does not haveinformation that it would consider material or which has been provided to its prospective
counterparty. In certain cases, Brookfield may seek to acquire Shares from a Shareholder and may
do so with the understanding that Brookfield has information regarding the Sub-Fund that is not225available to Shareholders or potential acquirers of Shares, and the Sub-Fund may agree to engage
in bespoke structuring or to provide other advantageous terms not generally available to third
parties.
Investment Banking and Other Activities. Brookfield and its affiliates may provide investmentbanking, advisory, consulting, restructuring, broker-dealer and other services to third parties,
including issuers in which the Sub-Fund may desire to invest or with which the Sub-Fund may desire
to transact. In such circumstances, the Sub-Fund may be restricted from pursuing such investment
or transaction as a result of limitations imposed by, among other things, applicable law or
Brookfield's internal conflicts or compliance policies.
Internal Audit. BAM and certain of its listed affiliates are publicly traded companies subject torequirements to maintain and internal audit function and to complete internal audit reviews of theirinvestments and related operations. In certain instances, Portfolio Investments of the Sub-Fund are
expected to perform internal audit reviews of their operations and related activities, either inconnection with their own regulatory requirements, because they are consolidated into BAM or oneof its listed affiliates, or otherwise for corporate governance purposes, as determined by Brookfieldin its capacity as manager of the Sub-Fund. Such Portfolio Investment internal audit work is expected
to be carried out by the employees of such Portfolio Investments, by Brookfield employees and/or
by third-party advisors, and the expenses related to such work by all such persons are generally
expected to be charged to the Portfolio Investment. While the product of such Portfolio Investment
internal audit work is expected to be relied on and utilized, where applicable, in meeting BAM's andits listed affiliates' internal audit obligations, BAM and its listed affiliates generally will not share in
the expenses of such Portfolio Investment internal audits (except in their capacity as indirect equity
owners of the Portfolio Investment.

AIFM Affiliation to Oaktree, Oaktree Accounts and Their Portfolio Investments. The AIFM is a joint
venture of both Oaktree and Brookfield. The AIFM acts as the alternative investment fund manager
for a number of Oaktree Accounts and may in the future act in any such or similar capacity for
Oaktree Accounts. Neither the Sub-Fund nor the Investment Manager is party to the details of any
such arrangements yet it is possible that there may be circumstances where a conflict of interest
between the Sub-Fund and the AIFM or between the Sub-Fund, on the one hand, and Oaktree,
Oaktree Accounts and their Portfolio Investments, on the other hand, could arise. The AIFM will deal
with any such conflicts in accordance with its conflicts of interest policy. See also "Oaktree" above.
Legal Representation. Travers Smith LLP and Loyens & Loeff Luxembourg S.à r.l. have acted ascounsel to the Fund in connection with this offering of Shares (collectively, "Counsel"). Travers Smith
LLP also acts as counsel to the Investment Manager. Travers Smith LLP does not act as counsel to
any Shareholder in connection with an investment in the Fund and prospective Investors should
consult with and rely on their own counsel concerning investments in the Fund, including tax
consequences to them relating to any investment in the Fund. In connection with this offering andongoing advice to the Fund and the Investment Manager, as applicable, Travers Smith LLP and
Loyens & Loeff Luxembourg S.à r.l. will not represent any Shareholder unrelated to Brookfield. In
connection with the preparation of the Prospectus and this Sub-Fund Supplement, Travers Smith
LLP's responsibility is limited to matters of United Kingdom law and Loyens & Loeff Luxembourg S.à
r.l.'s responsibility is limited to matters of Luxembourg law, and they do not accept responsibility inrelation to any other matters referred to or disclosed in the Prospectus and this Sub-Fund
Supplement. Counsel's representation of the Fund is limited to specific matters as to which it has
been consulted by the Fund. There may exist other matters that could have a bearing on the Fund
as to which Counsel has not been consulted. In addition, Counsel does not undertake to monitor
compliance by the Fund, the Investment Manager and their affiliates with the investment program,valuation procedures or any other guidelines set forth herein, and Counsel does not monitor the
Fund's ongoing compliance with applicable laws.
226

Resolution of Conflicts
Resolution of Conflicts Generally. In the event that any matter arises that the Board of Directors
determines in its good faith judgment to constitute an actual conflict of interest between the SubFund, on the one hand, and Brookfield, Oaktree, an Oaktree Account or any existing or future
Brookfield Account, on the other hand, the Board of Directors may, subject to internal Brookfieldpolicies and the Articles, take such actions as it deems necessary or appropriate, including suchactions as described elsewhere herein, taking into consideration the interests of the relevant
parties, the circumstances giving rise to the conflict and applicable law. Brookfield's internal policies
and protocols may be amended from time to time by Brookfield in its discretion without notice toor the consent of Shareholders or any other person. Any such resolutions will take into consideration
the interests of the relevant parties and the circumstances giving rise to the conflict. See also
"Brookfield Conflicts Committee" below.
Brookfield Conflicts Committee. Brookfield is a global alternative asset manager with significant
assets under management and a long history of owning, managing and operating assets, businesses
and investment vehicles across various industries, sectors, geographies and strategies. As noted
throughout the Prospectus and this Sub-Fund Supplement, a key element of the Sub-Fund's strategy
is to leverage Brookfield's experience, expertise, and its broad reach, relationships and position in
the market for investment opportunities and deal flow, financial resources, access to capital markets
and operating needs. Brookfield believes that this is in the Sub-Fund's and its Portfolio Investments'
best interests. However, being part of this broader platform, as well as activities of and otherconsiderations relating to Brookfield Accounts, gives rise to actual or potential conflicts of interest.
Dealing with conflicts of interest is difficult and complex, and it is not possible to predict all of thetypes of conflicts that may arise. Brookfield will monitor potential conflicts of interest and manage
such conflicts of interest with regard to the interests of both the Sub-Fund and relevant other
Brookfield Accounts; however, conflicts may not always be resolved in a manner that is favorable to
the Sub-Fund.
As noted elsewhere in the Prospectus and this Sub-Fund Supplement, Brookfield is not required toand generally does not expect to seek investor approval to manage the actual and potential conflictsof interest that will arise from time to time unless required by applicable law or as otherwise set out
in the Prospectus, this Sub-Fund Supplement or the Articles. By acquiring Shares in the Sub-Fund,each Shareholder will be deemed to have acknowledged the existence of such actual and potential
conflicts of interest and to have waived any and all claims with respect to the existence of any suchconflicts of interest and any actions taken or proposed to be taken in respect thereof.
In managing actual and potential conflicts of interest that arise from time to time, Brookfield
generally will be guided by its internal policies and procedures (as applicable) and applicableregulatory requirements, including fiduciary obligations. Among other things, Brookfield has formeda Conflicts Committee, which is comprised of senior Brookfield executives, to oversee themanagement and resolution of actual and potential conflicts of interest considerations that arise in
the management of Brookfield's business activities, including management of the Sub-Fund. The
Conflicts Committee seeks to ensure that conflicts considerations are addressed in accordance with
Brookfield's internal policies and procedures, applicable fund (or other governing) agreements, andapplicable regulatory requirements. In carrying out its responsibilities, the Conflicts Committee may,as it deems appropriate, review and approve specific matters presented to it and/or review andapprove frameworks (and related parameters) for execution of particular types of transactions. In
connection with the latter, the Conflicts Committee may (as it deems appropriate) appoint one ormore individuals, pursuant to delegated authority, to oversee implementation of the frameworks
and is deemed to approve transactions that are executed in accordance with pre-approved
frameworks.
There can be no assurance that all actual and/or potential conflicts of interest matters will bepresented to the Conflicts Committee. In addition, the Conflicts Committee is comprised of senior227

executives of Brookfield that are not independent of Brookfield. As such, the Conflicts Committee
itself is subject to subject to actual and potential conflicts of interest considerations. The Conflicts
Committee will seek to act in good faith and to resolve conflicts of interest considerations in amanner that it deems is fair and balanced, taking into account the facts and circumstances known
to it at the time, and in accordance with Brookfield's policies and procedures, applicable fund (andother governing) agreements, and applicable regulatory requirements. However, there is no
guarantee that the Conflicts Committee will make decisions that are most beneficial or favorable to
the Sub-Fund or the Shareholders, or that it would not have reached a different decision if additional
information were available to it.
The foregoing list of potential and actual conflicts of interest does not purport to be a complete
enumeration or explanation of the conflicts attendant to an investment in the Sub-Fund.
Additional conflicts may exist that are not presently known to the Sub-Fund, the Investment
Manager, Brookfield or their respective affiliates or are deemed immaterial. In addition, as the
Brookfield Activities and the investment program of the Sub-Fund develop and change over time,
an investment in the Sub-Fund may be subject to additional and different actual and potential
conflicts of interest. Prospective Investors should consult with their own advisers regarding thepossible implications on their investment in the Sub-Fund of the conflicts of interest describedherein.

228

Part XVI : DEFINITIONS"Accumulation Class"Has the meaning as given in Part VIII (ShareClass Information) of the Sub-Fund
Supplement;"Administrative Agent"

Central Administration in its capacity as theadministrative agent of the Fund for the
purposes of Lux AML Law;

"Administrative Fee"

Has the meaning as given in Part XI (Fees andExpenses of the Sub-Fund – Administrative Feeand AIFM Fee) of the Sub-Fund Supplement;"Advisers Act"

U.S. Investment Advisers Act of 1940, as
amended;"Advisory Class"Has the meaning given in Part VIII (Share Class
Information) of the Sub-Fund Supplement;"Affiliated Services", "Rate Schedule" and"Affiliate Service Rate"

Have the meanings as given in Part XV (Conflictsof Interest – Affiliated Services andTransactions) of the Sub-Fund Supplement;"Alternate Currency"

Has the meaning as given in Part X (Calculationof Net Asset Value) of the Sub-Fund
Supplement;"AMLD 4", "AMLD 5" and "UBO Law"

Have the meanings as given in Part XIV (Risk
Factors and Other Considerations –Luxembourg Rules on Prevention of Money
Laundering) of the Sub-Fund Supplement;"BID"

Brookfield Infrastructure Debt Funds;"BIF"

Brookfield Infrastructure Funds;"BIGS"

Brookfield Infrastructure GP Solutions;"BII Evergreen"

BII Evergreen FCP-RAIF;"BSIP"

Brookfield Super-Core Infrastructure Partners
L.P.;"Brexit Deal"

Has the meaning as given in Part XIV (Risk
Factors and Other Considerations – Potential
Implications of Brexit) of the Sub-Fund
Supplement;"Brookfield Activities"

Has the meaning as given in Part XV (Conflictsof Interest – Client and Other Relationships) of
the Sub-Fund Supplement;

229

"Brookfield Client Relationships"

Has the meaning as given in Part XIX (Conflictsof Interest – Allocation of Co-Investments) of
the Sub-Fund Supplement;"Brookfield Group Vehicle"

Has the meaning as given in Part XI (Fees andExpenses of the Sub-Fund —Management Fee –Master Fund and Underlying Fund Levels) of the
Sub-Fund Supplement;"Brookfield Infrastructure"

The infrastructure group of Brookfield;"Brookfield Insurance Accounts"

Has the meaning as given in Part XV (Conflictsof Interest – Insurance and Reinsurance Capital)of the Sub-Fund Supplement;"Brookfield Personnel"

The partners, members, shareholders,
directors, officers and employees of theInvestment Manager and its affiliates;"Brookfield Placement Agents"

Each of BPAL, BPC, BIMC, BSP, BAHK, BCS andBOWS;"Business Day"Any day other than a Saturday, Sunday or a dayon which banking institutions are authorized or
obligated by law or executive order to close in
New York City, Luxembourg or Toronto;"Capital Contribution"

Has the meaning as given in Part VI (Summaryof Principal Terms – Subscriptions; Offering
Price; Value of Shares) of the Sub-Fund
Supplement;"Capital Event"Has the meaning as given in Part XIV (Risk
Factors and Other Considerations – AIFMD) of
the Sub-Fund Supplement;"Captive"

Has the meaning as given in Part XV (Conflictsof Interest – Insurance) of the Sub-Fund
Supplement;"commitment method"

As defined in the AIFM Rules;"Consultant"

Has the meaning as given in Part XV (Conflictsof Interest – Advisors) of the Sub-Fund
Supplement;"Conversion Cut-off"Has the meaning as given in Part IX(Subscriptions, Redemptions and Other
Transactions – Conversion at the Request of
Shareholders – Procedure) of the Sub-Fund
Supplement;"Corporation"

Brookfield Corporation"COVID-19"

Coronavirus;

230

"Data Holders"Has the meaning as given in Part XV (Conflictsof Interest – Data Management) of the SubFund Supplement;"Debt Funds"

Has the meaning as given in Part XV (Conflictsof Interest) of the Sub-Fund Supplement;"Developing Infrastructure Investment"

Has the meaning as given in Part VII(Investment Information – Investment Strategy)of the Sub-Fund Supplement"Distribution Class"Has the meaning as given in Part VIII (ShareClass Information) of the Sub-Fund
Supplement;"E.U. Securitization Regulation"

The Regulation (EU) 2017/2402 of 12
December 2017 laying down a generalframework for securitization and creating a
specific framework for simple, transparent andstandardized securitization;"EMIR"The European Market Infrastructure Regulation(EU) No. 648/2012;"Exchange Act"

U.S. Securities Exchange Act of 1934, as
amended;"FCA"The United Kingdom's Financial Conduct
Authority;"FCP"

Mutual investment fund (fonds commun deplacement);"FSMA"

Financial Services and Markets Act 2000 of theUnited Kingdom;"Fund Entity"

Has the meaning as given in Part XIV (Risk
Factors and Other Considerations – Expense
Allocations) of the Sub-Fund Supplement;"Gross Method"

As defined in the AIFM Rules;"Guidelines"

Has the meaning as given in Part XIV (Risk
Factors and Other Considerations);"Hedged Share Class(es)"Means any Class or Classes of a Sub-Fund inwhich currency hedging will be implemented as
set out in the Sub-Fund Supplement;"Infrastructure Investments"

Investments in infrastructure assets andcompanies as well as related securities ofcompanies that own infrastructure assets;

231

"Infrastructure Investment Threshold"Has the meaning as given in Part VII(Investment Information – Investment Strategy)of the Sub-Fund Supplement;"Initial Class" and "New Class"Has the meaning as given in Part IX(Subscriptions, Redemptions and Other
Transactions);"Institutional Class"Has the meaning as given in Part VIII (ShareClass Information);"Underlying Fund Shares"

Shares in the Underlying Fund;"Investment Company Act"

U.S. Investment Company Act of 1940, as
amended;"Investment Firm"

Has the meaning as given in Part XIV (Risk
Factors and Other Considerations);"Investment Manager" or "Portfolio
Manager"

Brookfield Asset Management PIC Canada, LP;"Investment Platforms" and "Platform
Management Teams"

Have the meanings as given in Part XV (Conflictsof Interest – Investment Platforms);"Law of 1993"

Luxembourg law of 5 April 1993 on the financial
sector;"Leverage Limit"

Has the meaning as given in Part XIII
(Regulatory and Tax Considerations –Leverage);"Liquid Portfolio"

Portfolio of the Underlying Fund investing inpublicly traded equity and debt securities ofinfrastructure companies;"Managed Assets"

Has the meaning as given in Part XI (Fees andExpenses of the Sub-Fund – Administrative Feeand AIFM Fee);"Management Fee"

Has the meaning as given in Part VI (Summaryof Principal Terms – Management Fee andOther Fund Fees) of the Sub-Fund Supplement;"Management Company"

The management company (société de gestion)of the Master Fund;"Master Fund"BII FCP – I, as sub-fund of Brookfield
Infrastructure Income Fund FCP-RAIF, a multicompartment reserved alternative investment
fund (fonds d'investissement alternatif réservé
à compartiments multiples) in the form of amutual investment fund (fonds commun deplacement), being the master fund of the SubFund;232

"Master Fund Manager"

The investment manager of the Master Fund(being the Investment Manager);"Net Asset Value" or "NAV"Has the meaning as given in Part VI (Summaryof Principal Terms – Net Asset Value
Calculation) of the Sub-Fund Supplement;"Non-Controlled Affiliates"

Has the meaning as given in Part XV (Conflictsof Interest – Pursuit of Investment
Opportunities by Certain Non-Controlled
Affiliates);"non-EEA AIFMs"

Alternative investment fundestablished outside the EEA;

"Oaktree"Oaktree Capital Group, LLC (together with its
affiliates);"Oaktree Accounts"

Oaktree-managed funds and accounts;"Operating Expenses"

Has the meaning as given in Part XI (Fees andExpenses of the Sub-Fund) of this Sub-Fund
Supplement;"Organizational Expenses"

Has the meaning as given in Part XI (Fees andExpenses of the Sub-Fund) of this Sub-Fund
Supplement;"OTC"

Over the counter;"Portfolio Entity" or "Portfolio Company"

References throughout this Prospectus to"Portfolio Entity" or "Portfolio Company"
describe, individually and collectively, any
entity owned, directly or indirectly throughsubsidiaries, by the Sub-Fund or Other
Brookfield Accounts, including, as the context
requires, portfolio companies, holding
companies, special purpose vehicles and otherentities through which Investments are held;"Portfolio Investment" or "Investment"

Has the meaning as given in Part VII(Investment Information – Investment Strategy
and Restrictions of the Master Fund) of the SubFund Supplement;"Portfolio Management Agreement"

Portfolio management agreement entered intoamong the AIFM, the Investment Manager andthe Sub-Fund (as amended, restated or
supplemented from time to time);"Principal Adverse Impacts Regime"

For the purposes of SFDR, a set of mandatory
indicators and metrics which aim to show
financial market participants how certain
investments pose sustainability risks;233

managers

"Private/Liquid Target Allocations"

The Underlying Fund's investment target of
80% to 90% of its assets in the Private Portfolio
and 10% to 20% of its assets in the Liquid
Portfolio;"Private Portfolio"

Portfolio of the Underlying Fund investing inequity and debt securities of private
Infrastructure Investments;"Protective Loans"

Has the meaning as given in Part XV (Conflictsof Interest – Protective Loans to Portfolio
Investments);"PSG"

Brookfield Public Securities Group LLC;

"QES"

Qualified electronic signatures;"Quarterly Withdrawal Amount"

Has the meaning as given in Part IX(Subscriptions, Redemptions and Other
Transactions–
Voluntary
Withdrawal/Repurchase of Shares);"Reference Currency"

US Dollars (USD or $), the currency in which the
Sub-Fund is denominated;"Redemption Fee"

Has the meaning as given in Part IX(Subscriptions, Redemptions and Other
Transactions);"Regional CIO"

Regional chief investment officers;"Related-Party Investor"

Has the meaning as given in Part XV (Conflictsof Interest – Investments by the Related-Party
Investor);"Risk Retention Requirements"

Has the meaning as given in Part XIV (Risk
Factors and Other Considerations – Applicationof the E.U. Risk Retention Requirements);"Sanctions"

Sanctions and other restrictive measures
imposed by states or supranational authorities(for example, but not limited to, the EU or theUnited Nations), or their agencies;"Secondary Funds", "Third Party Vehicles","Secondary Investments" and "Related
Assets"Have the meanings as given in Part XV (Conflictsof Interest – Conflicts with Secondary Funds);"Securities Act"

U.S. Securities Act of 1933, as amended;"Sidecar Fund"Has the meaning as given in Part XV (Conflictsof Interest – Allocation of Investment
Opportunities);

234

"Similar Laws"

Has the meaning as given in Part IX(Subscriptions, Redemptions and Other
Transactions);"Strategic Co-Investors"

Has the meaning as given in Part XV (Conflictsof Interest – Allocation of Co-Investments);"Subscription Date"

Has the meaning as given in Part VI (Summaryof Principal Terms – Subscriptions; Offering
Price; Value of Shares);"Subscription Fees"

Subscription or similar fees charged by certain
registered investment advisors or brokerdealers through which a Shareholder is placedin the Sub-Fund;"Sub-Fund Expenses"

The Organizational Expenses and/or Operating
Expenses, as the context may require;"Sub-Fund Income"Has the meaning as given in Part XI (Fees andExpenses of the Sub-Fund —Management Fee –Master Fund and Underlying Fund Levels) of the
Sub-Fund Supplement;"Sub-Fund Ramp-Up Period"

The ramp-up period of up to two (2) years after
the establishment of the Sub-Fund;"Sustainability Risk "An environmental, social or governance eventor condition that, if it occurs, could cause an
actual or a potential material negative impact
on the value of the investment;"Syndicate Amount"

Has the meaning as given in Part XIV (Risk
Factors and Other Considerations – Risk ofBridge Financings) of the Sub-Fund
Supplement;"Trail Fee"

Has the meaning as given in Part XI (Fees andExpenses of the Sub-Fund – Trail Fee) of the
Sub-Fund Supplement;"UK AIFM Regulation"

UK Alternative Investment Fund Managers
Regulation 2013/1773, as amended;"Underlying Fund"Any underlying fund managed by Brookfieldfrom time to time as invested in by the SubFund.
For the time being, the only Underlying Fund isin Brookfield Infrastructure Income Fund Inc., a
newly organized Maryland corporation
registered under the Investment Company Act;235

"Underlying Fund Board"Has the meaning as given in Part VII(Investment Information – Investment Strategy)of the Sub-Fund Supplement;"Underlying Fund Manager"

The Underlying Fund's investment adviser(being the Investment Manager);"Underlying Fund Shareholders"

The Underlying Fund's shareholders;"Valuation Date"

The close of business on the last calendar dayof each calendar month (and such other times
as the AIFM shall determine);"Variable Management Share"

Has the meaning as given in Part XI (Fees andExpenses of the Sub-Fund —Management Fee –Master Fund and Underlying Fund Levels) of the
Sub-Fund Supplement;"Withdrawal Date"

The closing of the last calendar day of eachcalendar quarter;"Withdrawal Notice"

A notice to the Sub-Fund, in the prescribed
form made available by the Sub-Fund, that the
Shareholder requests a certain number of its
Shares be withdrawn; and"Withdrawal Request"

Has the meaning as given in Part IX(Subscriptions, Redemptions and Other
Transactions) of the Sub-Fund Supplement.

236

Appendix 1
CERTAIN SECURITIES LAW LEGENDSNOTICE TO ALL NON-U.S. INVESTORS GENERALLYIT IS THE RESPONSIBILITY OF ANY PERSONS WISHING TO SUBSCRIBE FOR SHARES TO INFORM
THEMSELVES OF AND TO OBSERVE ALL APPLICABLE LAWS AND REGULATIONS OF ANY RELEVANTJURISDICTIONS. PROSPECTIVE INVESTORS SHOULD INFORM THEMSELVES AS TO THE LEGALREQUIREMENTS AND TAX CONSEQUENCES WITHIN THE COUNTRIES OF THEIR CITIZENSHIP,RESIDENCE, DOMICILE AND PLACE OF BUSINESS WITH RESPECT TO THE ACQUISITION, HOLDING ORDISPOSAL OF SHARES, AND ANY FOREIGN EXCHANGE RESTRICTIONS THAT MAY BE RELEVANT
THERETO.
NOTICE TO RESIDENTS OF EEA MEMBER STATESIN RELATION TO EACH MEMBER STATE OF THE EEA (EACH A "MEMBER STATE") WHICH HAS
IMPLEMENTED THE ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE (DIRECTIVE(2011/61/EU)) (THE "AIFM DIRECTIVE") (AND FOR WHICH TRANSITIONAL ARRANGEMENTS ARE NOTAVAILABLE), THIS PROSPECTUS MAY ONLY BE DISTRIBUTED AND SHARES IN THE FUND MAY ONLY
BE OFFERED OR PLACED IN A MEMBER STATE TO THE EXTENT THAT: (1) THE FUND IS PERMITTED TO
BE MARKETED TO PROFESSIONAL INVESTORS IN THE RELEVANT MEMBER STATE IN ACCORDANCEWITH AIFM DIRECTIVE (AS IMPLEMENTED INTO THE LOCAL LAW/REGULATION OF THE RELEVANT
MEMBER STATE); OR (2) THIS PROSPECTUS MAY OTHERWISE BE LAWFULLY DISTRIBUTED AND THE
SHARES MAY OTHERWISE BE LAWFULLY OFFERED OR PLACED IN THAT MEMBER STATE (INCLUDING
AT THE EXCLUSIVE INITIATIVE OF THE INVESTOR).
NOTICE TO RESIDENTS OF THE UNITED KINGDOMTHE FUND IS AN UNREGULATED COLLECTIVE INVESTMENT SCHEME AS DEFINED IN THE FINANCIALSERVICES AND MARKETS ACT 2000 OF THE UNITED KINGDOM ("FSMA 2000"). THE FUND HAS NOTBEEN AUTHORISED, OR OTHERWISE RECOGNISED OR APPROVED BY THE UK FINANCIAL CONDUCTAUTHORITY ("FCA") AND, AS AN UNREGULATED SCHEME, IT ACCORDINGLY CANNOT BE PROMOTEDIN THE UNITED KINGDOM ("UK") TO THE GENERAL PUBLIC.
IN THE UK, THE CONTENTS OF THIS MEMORANDUM HAVE NOT BEEN APPROVED BY AN
AUTHORISED PERSON WITHIN THE MEANING OF SECTION 21 OF FSMA 2000. APPROVAL IS
REQUIRED UNLESS AN EXEMPTION APPLIES UNDER SECTION 21 OF FSMA 2000. RELIANCE ON THISMEMORANDUM FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN
INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL THE PROPERTY OR OTHER ASSETS INVESTED.
THIS MEMORANDUM WILL ONLY BE COMMUNICATION TO PERSONS TO WHOM A FINANCIALPROMOTION CAN BE MADE LAWFULLY BY AN UNAUTHORISED PERSON (WITHOUT PRIORAPPROVAL OF AN AUTHORISED PERSON) PURSUANT TO THE FINANCIAL SERVICES AND MARKETSACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "FPO") AND THEN, IF MADE
BY AN AUTHORISED PERSON, ONLY WHERE IT CAN ALSO BE MADE UNDER THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (PROMOTION OF COLLECTIVE INVESTMENT SCHEMES) (EXEMPTIONS)ORDER 2001 (AS AMENDED) (THE "PCISO"). IT WILL THEREFORE ONLY BE COMMUNICATED TO:(i)

PERSONS BELIEVED ON REASONABLE GROUNDS TO FALL WITHIN ONE OF THE
CATEGORIES OF "INVESTMENT PROFESSIONALS" AS DEFINED IN ARTICLE 19(5) OF THE
FPO AND ARTICLE 14 PCISO;(ii)

PERSONS BELIEVED ON REASONABLE GROUNDS TO BE "HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS ETC." WITHIN THE MEANING OF ARTICLE 49 OF THE
FPO AND ARTICLE 22 PCISO;

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(iii)PERSONS WHO ARE "CERTIFIED SOPHISTICATED INVESTORS" AS DESCRIBED IN ARTICLE
50 OF THE FPO AND ARTICLE 23 PCISO, NAMELY PERSONS WHO HOLD A CURRENT
CERTIFICATE AND WHO HAVE SIGNED A STATEMENT IN THE FORM PRESCRIBED BY THE
FPO NOT MORE THAN TWELVE (12) MONTHS PRIOR TO THE DATE OF THISMEMORANDUM;(iv)

A PERSON WHO IS A "SELF-CERTIFIED SOPHISTICATED INVESTOR" AS DESCRIBED IN
ARTICLE 50A OF THE FPO AND ARTICLE 23A PCISO, NAMELY A PERSON WHO HASCOMPLETED AND SIGNED A STATEMENT IN THE FORM PRESCRIBED BY THE FPO ANDPCISO NOT MORE THAN TWELVE (12) MONTHS PRIOR TO THE DATE OF THISMEMORANDUM AND WHOSE COMPLETION OF THAT STATEMENT INDICATES THAT
THEY SATISFY THE CONDITIONS SET OUT IN THE STATEMENT TO BE CLASSIFIED AS A
SELF-CERTIFIED SOPHISTICATED INVESTOR;(v)

A PERSON WHO IS A "HIGH NET WORTH INDIVIDUAL" AS DEFINED IN ARTICLE 48 FPO
AND ARTICLE 21 PCISO, NAMELY A PERSON WHO HAS COMPLETED AND SIGNED NOT
MORE THAN TWELVE (12) MONTHS PRIOR TO THE DATE OF THIS PROSPECTUS, A
STATEMENT COMPLYING WITH THE REQUIREMENTS OF PART 1 OF SCHEDULE 5 TO FPO
AND PART 1 OF THE SCHEDULE TO PCISO AND WHOSE COMPLETION OF THE
STATEMENT INDICATES THAT THEY SATISFY THE CONDITIONS SET OUT IN THE
STATEMENT TO BE CLASSIFIED AS A HIGH NET WORTH INDIVIDUAL;(vi)

PERSONS TO WHOM THIS MEMORANDUM MAY OTHERWISE LAWFULLY BE PROVIDED
IN ACCORDANCE WITH FSMA 2000, AND THE FPO (AS AMENDED); AND(vii)

IF COMMUNICATED BY A FIRM AUTHORISED BY THE FCA, TO PERSONS WHO FALL
WITHIN THE EXEMPTIONS SET OUT IN RULE 4.12B.7R(5) OF THE FCA CONDUCT OF
BUSINESS SOURCEBOOK ("FCA COB").

ANY PERSON WHO IS IN ANY DOUBT ABOUT THE INVESTMENT TO WHICH THIS MEMORANDUM
RELATES SHOULD CONSULT AN AUTHORISED PERSON SPECIALISED IN ADVISING ON INVESTMENTS
OF THE KIND IN QUESTION. TRANSMISSION OF THIS MEMORANDUM TO ANY OTHER PERSON IN THE
UK IS UNAUTHORISED AND MAY CONTRAVENE FSMA 2000.
THE AIFM (TRADING AS: BROOKFIELD OAKTREE WEALTH SOLUTIONS; REGISTERED NAME: LFE
EUROPEAN ASSET MANAGEMENT S.À R.L.; INCORPORATED IN LUXEMBOURG; RCS NUMBER
B198087; REGISTERED OFFICE 26A, BOULEVARD ROYAL, L-2449 LUXEMBOURG, GRAND DUCHY OF
LUXEMBOURG) WILL MANAGE THE GLOBAL DISTRIBUTION OF THIS OFFERING IN ACCORDANCEWITH THE TERMS OF THE AIFM AGREEMENT BETWEEN THE AIFM AND THE FUND (REGISTERED
NAME: BROOKFIELD OAKTREE WEALTH SOLUTIONS ALTERNATIVE FUNDS S.A. SICAV–UCI PART II;INCORPORATED IN LUXEMBOURG; RCS NUMBER: B273287; REGISTERED OFFICE: 26A, BOULEVARDROYAL, L-2449 LUXEMBOURG, GRAND DUCHY OF LUXEMBOURG).
U.K. FCA WRAPPERRISK SUMMARYESTIMATED READING TIME: 2 MIN
DUE TO THE POTENTIAL FOR LOSSES, THE FINANCIAL CONDUCT AUTHORITY (FCA) CONSIDERS THISINVESTMENT TO BE VERY COMPLEX AND HIGH RISK.

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WHAT ARE THE KEY RISKS?
1. YOU COULD LOSE ALL THE MONEY YOU INVEST• IF THE BUSINESS OFFERING THIS INVESTMENT FAILS, THERE IS A HIGH RISK THAT YOU WILL LOSEALL YOUR MONEY. BUSINESSES LIKE THIS OFTEN FAIL AS THEY USUALLY USE RISKY INVESTMENTSTRATEGIES.
• ADVERTISED RATES OF RETURN AREN’T GUARANTEED. THIS IS NOT A SAVINGS ACCOUNT. IF THE
ISSUER DOESN’T PAY YOU BACK AS AGREED, YOU COULD EARN LESS MONEY THAN EXPECTED ORNOTHING AT ALL. A HIGHER ADVERTISED RATE OF RETURN MEANS A HIGHER RISK OF LOSING YOURMONEY. IF IT LOOKS TOO GOOD TO BE TRUE, IT PROBABLY IS.
• THESE INVESTMENTS MAY VERY OCCASIONALLY BE HELD IN AN INNOVATIVE FINANCE ISA (IFISA).
IN SUCH CIRCUMSTANCES, WHILE ANY POTENTIAL GAINS FROM YOUR INVESTMENT WILL BE TAX
FREE, YOU CAN STILL LOSE ALL YOUR MONEY. AN IFISA DOES NOT REDUCE THE RISK OF THE
INVESTMENT OR PROTECT YOU FROM LOSSES.
2. YOU ARE UNLIKELY TO BE PROTECTED IF SOMETHING GOES WRONG• THE FINANCIAL SERVICES COMPENSATION SCHEME (FSCS), IN RELATION TO CLAIMS AGAINSTFAILED REGULATED FIRMS, DOES NOT COVER INVESTMENTS IN UNREGULATED COLLECTIVEINVESTMENT SCHEMES. YOU MAY BE ABLE TO CLAIM IF YOU RECEIVED REGULATED ADVICE TO
INVEST IN ONE, AND THE ADVISER HAS SINCE FAILED. TRY THE FSCS INVESTMENT PROTECTIONCHECKER HERE.
3. YOU ARE UNLIKELY TO GET YOUR MONEY BACK QUICKLY• THIS TYPE OF BUSINESS COULD FACE CASH-FLOW PROBLEMS THAT DELAY PAYMENTS TO
INVESTORS. IT COULD ALSO FAIL ALTOGETHER AND BE UNABLE TO REPAY ANY OF THE MONEYOWED TO YOU.
• YOU ARE UNLIKELY TO BE ABLE TO CASH IN YOUR INVESTMENT EARLY BY SELLING YOURINVESTMENT. IN THE RARE CIRCUMSTANCES WHERE IT IS POSSIBLE TO SELL YOUR INVESTMENT IN
A ‘SECONDARY MARKET’, YOU MAY NOT FIND A BUYER AT THE PRICE YOU ARE WILLING TO SELL.
• YOU MAY HAVE TO PAY EXIT FEES OR ADDITIONAL CHARGES TO TAKE ANY MONEY OUT OF YOURINVESTMENT EARLY.
4. THIS IS A COMPLEX INVESTMENT• THIS KIND OF INVESTMENT HAS A COMPLEX STRUCTURE BASED ON OTHER RISKY INVESTMENTS,
WHICH MAKES IT DIFFICULT FOR THE INVESTOR TO KNOW WHERE THEIR MONEY IS GOING.
• THIS MAKES IT DIFFICULT TO PREDICT HOW RISKY THE INVESTMENT IS, BUT IT WILL MOST LIKELY
BE HIGH.
• YOU MAY WISH TO GET FINANCIAL ADVICE BEFORE DECIDING TO INVEST.
5. DON’T PUT ALL YOUR EGGS IN ONE BASKET

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• PUTTING ALL YOUR MONEY INTO A SINGLE BUSINESS OR TYPE OF INVESTMENT FOR EXAMPLE, IS
RISKY. SPREADING YOUR MONEY ACROSS DIFFERENT INVESTMENTS MAKES YOU LESS DEPENDENTON ANY ONE TO DO WELL.
• A GOOD RULE OF THUMB IS NOT TO INVEST MORE THAN 10% OF YOUR MONEY IN HIGH-RISKINVESTMENTS.
IF YOU ARE INTERESTED IN LEARNING MORE ABOUT HOW TO PROTECT YOURSELF, VISIT THE FCA’SWEBSITE HERE.
FOR FURTHER INFORMATION ABOUT UNREGULATED COLLECTIVE INVESTMENT SCHEMES (UCIS),
VISIT THE FCA’S WEBSITE HERE.
NOTICE TO RESIDENTS OF ABU DHABI
THE FINANCIAL SERVICES REGULATORY AUTHORITY ("FSRA") OF THE ABU DHABI GLOBAL MARKETACCEPTS NO RESPONSIBILITY FOR REVIEWING OR VERIFYING THIS INVESTMENT OPPORTUNITY AND
THE INFORMATION CONTAINED HEREIN OR OTHER DOCUMENTS IN CONNECTION WITH THISINVESTMENT OPPORTUNITY. ACCORDINGLY, THE FSRA HAS NOT APPROVED THE INFORMATION
SUPPLIED IN RESPECT OF THIS INVESTMENT OPPORTUNITY OR ANY OTHER ASSOCIATED
DOCUMENTS NOR TAKEN ANY STEPS TO VERIFY THE INFORMATION IN RESPECT OF THISINVESTMENT OPPORTUNITY, AND HAS NO RESPONSIBILITY FOR IT.
THE UNDERLYING ASSETS TO WHICH THIS INVESTMENT OPPORTUNITY RELATES MAY BE ILLIQUID
AND/OR SUBJECT TO RESTRICTIONS ON THEIR RESALE. PROSPECTIVE INVESTORS SHOULD CONDUCTTHEIR OWN DUE DILIGENCE ON THIS INVESTMENT OPPORTUNITY.
IF YOU DO NOT UNDERSTAND THE CONTENTS OF THIS INVESTMENT OPPORTUNITY YOU SHOULD
CONSULT AN AUTHORIZED FINANCIAL ADVISER.
NOTICE TO RESIDENTS OF ARGENTINANO PUBLIC OFFERING OF SHARES IS BEING MADE TO INVESTORS RESIDENT IN ARGENTINA. THE
SHARES ARE BEING OFFERED ONLY TO A LIMITED NUMBER OF INSTITUTIONAL INVESTORS AND
SOPHISTICATED INDIVIDUAL INVESTORS CAPABLE OF UNDERSTANDING THE RISKS OF THEIRINVESTMENT. THE NATIONAL SECURITIES COMMISSION OF ARGENTINA HAS NOT PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR OTHERWISE APPROVED OR AUTHORIZEDTHE OFFERING OF THE SHARES TO INVESTORS RESIDENT IN ARGENTINA.
NOTICE TO RESIDENTS OF AUSTRALIATHE OFFER OF SHARES CONTAINED IN THIS PROSPECTUS IS DIRECTED ONLY TO PERSONS WHOQUALIFY AS "WHOLESALE CLIENTS" WITHIN THE MEANING OF SECTION 761G OF THE
CORPORATIONS ACT 2001 (CTH) (“CORPORATIONS ACT”).
IF THE SHARES ARE TO BE ON-SOLD OR TRANSFERRED TO INVESTORS IN AUSTRALIA WITHOUT ADISCLOSURE DOCUMENT, WITHIN 12 MONTHS OF THE ISSUE OF THE SHARES, THE SHARES MAY
ONLY BE ON-SOLD OR TRANSFERRED TO PERSONS IN AUSTRALIA WHO ARE 'WHOLESALE CLIENTS'
UNDER SECTION 761G OF THE CORPORATIONS ACT (“WHOLESALE CLIENT”). EACH RECIPIENT OF
THIS PROSPECTUS WARRANTS THAT IT IS A WHOLESALE CLIENT.
THIS PROSPECTUS IS NOT A DISCLOSURE DOCUMENT FOR THE PURPOSES OF THE CORPORATIONS
ACT. THIS PROSPECTUS HAS NOT BEEN, AND WILL NOT BE, REVIEWED BY, NOR LODGED WITH, THE
AUSTRALIAN SECURITIES & INVESTMENTS COMMISSION AND DOES NOT CONTAIN ALL THE
INFORMATION THAT A DISCLOSURE DOCUMENT IS REQUIRED TO CONTAIN. THE DISTRIBUTION OF

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THIS PROSPECTUS IN AUSTRALIA HAS NOT BEEN AUTHORISED BY ANY REGULATORY AUTHORITY IN
AUSTRALIA.
THIS PROSPECTUS IS PROVIDED FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE
THE PROVISION OF ANY FINANCIAL PRODUCT ADVICE OR RECOMMENDATION AND IT DOES NOTTAKE INTO ACCOUNT THE INVESTMENT OBJECTIVES, FINANCIAL SITUATION AND PARTICULARNEEDS OF ANY PERSON AND NEITHER THE FUND, NOR ANY OTHER PERSON REFERRED TO IN THISPROSPECTUS, IS LICENSED TO PROVIDE FINANCIAL PRODUCT ADVICE IN AUSTRALIA. YOU SHOULD
READ THIS PROSPECTUS CAREFULLY AND CONSIDER WHETHER THE INVESTMENT IS SUITABLE FOR
YOU, HAVING REGARD TO YOUR INVESTMENT OBJECTIVES, FINANCIAL SITUATION AND PARTICULARNEEDS. THERE IS NO COOLING-OFF REGIME THAT APPLIES IN RELATION TO THE ACQUISITION OF
SHARES IN AUSTRALIA.
THE FUND IS NOT REGISTERED AS A SCHEME OR AS A FOREIGN COMPANY IN AUSTRALIA, NOR IS
THE INVESTMENT MANAGER.
NOTICE TO RESIDENTS OF THE BAHAMASNO INVITATION MAY BE MADE TO THE PUBLIC IN THE BAHAMAS TO SUBSCRIBE FOR THE SHARESAND THE SHARES HAVE NOT BEEN AND WILL NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED,DIRECTLY OR INDIRECTLY TO THE PUBLIC IN THE BAHAMAS. THE SHARES MAY NOT BE OFFERED OR
SOLD OR OTHERWISE DISPOSED OF IN ANY MANNER TO PERSONS DEEMED BY THE CENTRAL BANKOF THE BAHAMAS AS "RESIDENT" FOR EXCHANGE CONTROL PURPOSES. THIS DOCUMENT HAS NOTBEEN AND WILL NOT BE REGISTERED WITH THE SECURITIES COMMISSION OF THE BAHAMAS. THE
SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES COMMISSION OR THE
BAHAMAS OR OTHER REGULATORY AUTHORITY OF THE BAHAMAS AND ANY REPRESENTATION TO
THE CONTRARY IS UNLAWFUL.
FURTHERMORE, NONE OF THE FOREGOING AUTHORITIES HAVE CONFIRMED THE ACCURACY OR
DETERMINED THE ADEQUACY OF THIS OFFERING CIRCULAR. THE SECURITIES COMMISSION OF THE
BAHAMAS DOES NOT TAKE RESPONSIBILITY FOR THE FINANCIAL SOUNDNESS OF THE FUND OR FOR
THE CORRECTNESS OF ANY STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS REGARD.
NOTICE TO RESIDENTS OF BAHRAIN
THIS OFFER CONSTITUTES AN OFFER OF FINANCIAL INSTRUMENTS IN AN OVERSEAS DOMICILED
EXEMPT COLLECTIVE INVESTMENT UNDERTAKING FOR THE PURPOSES OF VOLUME 7 OF THE
RULEBOOK PUBLISHED BY THE CENTRAL BANK OF BAHRAIN. IT IS A PRIVATE PLACEMENT.
ACCORDINGLY, IT IS NOT SUBJECT TO THE RULES OF THE CENTRAL BANK OF BAHRAIN THAT APPLYTO THE OFFERING OF FINANCIAL INSTRUMENTS IN COLLECTIVE INVESTMENT UNDERTAKINGS TO
THE PUBLIC AND THE EXTENSIVE DISCLOSURE REQUIREMENTS AND OTHER PROTECTIONS THATTHESE RULES CONTAIN.THIS PROSPECTUS IS, THEREFORE, INTENDED ONLY FOR "ACCREDITEDINVESTORS" AS DEFINED IN THE APPLICABLE RULES OF THE CENTRAL BANK OF BAHRAIN.
THE FINANCIAL INSTRUMENTS OFFERED IN OVERSEAS DOMICILED EXEMPT COLLECTIVEINVESTMENT UNDERTAKINGS MAY ONLY BE OFFERED BY WAY OF PRIVATE PLACEMENT AND MAY
ONLY BE OFFERED IN MINIMUM INITIAL SUBSCRIPTIONS OF US$100,000 (OR EQUIVALENT IN OTHER
CURRENCIES). THE CENTRAL BANK OF BAHRAIN ASSUMES NO RESPONSIBILITY FOR THE ACCURACY
AND COMPLETENESS OF THE STATEMENTS AND INFORMATION CONTAINED IN THIS PROSPECTUS
AND EXPRESSLY DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY LOSS HOWSOEVER ARISINGFROM RELIANCE UPON THE WHOLE OR ANY PART OF THE CONTENTS OF THIS PROSPECTUS.
NOTICE TO RESIDENTS OF BERMUDASHARES IN THE FUND MAY NOT BE MARKETED, OFFERED OR SOLD DIRECTLY OR INDIRECTLY TO THE
PUBLIC IN BERMUDA AND NEITHER THIS PROSPECTUS, WHICH IS NOT SUBJECT TO AND HAS NOT241

RECEIVED APPROVAL FROM EITHER THE BERMUDA MONETARY AUTHORITY OR THE REGISTRAR OF
COMPANIES AND NO STATEMENT TO THE CONTRARY, EXPLICIT OR IMPLICIT, IS AUTHORIZED TO BE
MADE IN THIS REGARD, NOR ANY OFFERING MATERIAL OR INFORMATION CONTAINED HEREIN
RELATING TO SHARES IN THE FUND, MAY BE SUPPLIED TO THE PUBLIC IN BERMUDA OR USED IN
CONNECTION WITH ANY OFFER FOR THE SUBSCRIPTION OR SALE OF SHARES IN THE FUND TO THE
PUBLIC IN BERMUDA. BERMUDA INVESTORS MAY BE SUBJECT TO FOREIGN EXCHANGE CONTROLAPPROVAL AND FILING REQUIREMENTS UNDER THE RELEVANT BERMUDA FOREIGN EXCHANGECONTROL REGULATIONS, AS WELL AS OFFSHORE INVESTMENT APPROVAL REQUIREMENTS.
NOTICE TO RESIDENTS OF BRAZILTHE FUND IS NOT LISTED WITH ANY STOCK EXCHANGE, ORGANIZED OVER THE COUNTER MARKET
OR ELECTRONIC SYSTEM OF SECURITIES TRADING. SHARES IN THE FUND HAVE NOT BEEN AND WILLNOT BE REGISTERED WITH ANY SECURITIES EXCHANGE COMMISSION OR OTHER SIMILARAUTHORITY, INCLUDING THE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (COMISSÃO DE
VALORES MOBILIÁRIOS – OR THE "CVM"). SHARES IN THE FUND WILL NOT BE DIRECTLY OR
INDIRECTLY OFFERED OR SOLD WITHIN BRAZIL THROUGH ANY PUBLIC OFFERING, AS DETERMINEDBY BRAZILIAN LAW AND BY THE RULES ISSUED BY THE CVM, INCLUDING LAW NO. 6,385 (DEC. 7,
1976) AND CVM RULE NO. 400 (DEC. 29, 2003), AS AMENDED FROM TIME TO TIME, OR ANY OTHERLAW OR RULES THAT MAY REPLACE THEM IN THE FUTURE.
ACTS INVOLVING A PUBLIC OFFERING IN BRAZIL, AS DEFINED UNDER BRAZILIAN LAWS AND
REGULATIONS AND BY THE RULES ISSUED BY THE CVM, INCLUDING LAW NO. 6,385 (DEC. 7, 1976)
AND CVM RULE NO. 400 (DEC. 29, 2003), AS AMENDED FROM TIME TO TIME, OR ANY OTHER LAW
OR RULES THAT MAY REPLACE THEM IN THE FUTURE, MUST NOT BE PERFORMED WITHOUT SUCHPRIOR REGISTRATION. PERSONS IN BRAZIL WISHING TO ACQUIRE SHARES IN THE FUND SHOULD
CONSULT WITH THEIR OWN COUNSEL AS TO THE APPLICABILITY OF THESE REGISTRATIONREQUIREMENTS OR ANY EXEMPTION THEREFROM. WITHOUT PREJUDICE TO THE ABOVE, THE SALE
AND SOLICITATION OF SHARES IN THE FUND IS LIMITED TO QUALIFIED INVESTORS AS DEFINED BY
CVM RULE NO. 539 (NOV. 13, 2013), AS AMENDED FROM TIME TO TIME OR AS DEFINED BY ANYOTHER RULE THAT MAY REPLACE IT IN THE FUTURE.
THIS PROSPECTUS IS CONFIDENTIAL AND INTENDED SOLELY FOR THE USE OF THE ADDRESSEE AND
CANNOT BE DELIVERED OR DISCLOSED IN ANY MANNER WHATSOEVER TO ANY PERSON OR ENTITYOTHER THAN THE ADDRESSEE.
NOTICE TO RESIDENTS OF THE BRITISH VIRGIN ISLANDS
THE FUND IS NOT REGISTERED OR RECOGNISED IN THE BRITISH VIRGIN ISLANDS AND AS SUCHSHARES IN THE FUND MAY NOT BE OFFERED TO INDIVIDUALS IN THE BRITISH VIRGIN ISLANDS.
HOWEVER, SHARES MAY BE OFFERED TO BRITISH VIRGIN ISLANDS BUSINESS COMPANIES AND/ORPERSONS WHO ARE NOT MEMBERS OF THE PUBLIC FROM OUTSIDE THE BRITISH VIRGIN ISLANDS. A
BRITISH VIRGIN ISLANDS BUSINESS COMPANY IS A COMPANY FORMED UNDER OR OTHERWISE
GOVERNED BY THE BRITISH VIRGIN ISLANDS BUSINESS COMPANIES ACT, 2004 (BRITISH VIRGINISLANDS).
NOTICE TO RESIDENTS OF BRUNEITHIS PROSPECTUS AND THE CONTENTS PROVIDED IN THIS PROSPECTUS ARE STRICTLY FOR GENERALINFORMATION PURPOSES OF THE RECIPIENTS ONLY. INFORMATION PROVIDED IN THISPROSPECTUS DOES NOT AND IS NOT INTENDED TO BE AN OFFER OR AN INVITATION TO INVEST OR
SUBSCRIBE FOR ANY SECURITIES, A COMMITMENT, ADVICE OR A RECOMMENDATION TO PURCHASEOR SUBSCRIBE FOR ANY SECURITIES AND MAY NOT BE USED FOR OR BE CONSTRUED AS AN OFFER
TO SELL OR AN INVITATION OR SOLICITATION OF AN OFFER TO BUY AND/OR TO SUBSCRIBE FOR
ANY SECURITIES. ANY DATA SHOWN IN THIS PROSPECTUS IS PURELY HISTORICAL AND HAS BEEN
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INCLUDED FOR DEMONSTRATIONAL PURPOSES ONLY. NOTHING IN THIS PROSPECTUS SHOULD BE
CONSTITUTED AS AN OFFER OR INVITATION TO ANYONE TO INVEST IN ANY PRODUCT OR USE ANYSERVICES, NOR HAS IT BEEN PREPARED IN CONNECTION WITH ANY SUCH OFFER OR INVITATION.
NOTICE TO RESIDENTS OF CANADATHIS PROSPECTUS IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, AN
ADVERTISEMENT OR A PUBLIC OFFERING OF THE SHARES IN ANY PROVINCE OR TERRITORY OF
CANADA. ANY OFFER OR SALE OF THE SHARES IN ANY PROVINCE OR TERRITORY OF CANADA WILLONLY BE MADE ON A PRIVATE PLACEMENT BASIS, UNDER AN EXEMPTION FROM THE REQUIREMENTTHAT THE ISSUER PREPARE AND FILE A PROSPECTUS WITH THE RELEVANT CANADIAN SECURITIESREGULATORY AUTHORITIES. THE OFFERS AND SALES WILL ONLY BE MADE BY THE FUND OR ITS
ASSOCIATES (TOGETHER, THE "DEALERS"), IN EITHER CASE, WHO ARE PROPERLY REGISTEREDUNDER APPLICABLE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM THE REQUIREMENTTHAT SUCH A DEALER BE REGISTERED IN THE JURISDICTION IN WHICH THE OFFER OR SALE IS MADE.
THIS PROSPECTUS IS FOR THE CONFIDENTIAL USE OF THOSE PERSONS TO WHOM IT IS DELIVEREDIN CONNECTION WITH THE OFFERING OF THE SHARES IN CANADA. THE BOARD OF DIRECTORSRESERVES THE RIGHT TO REJECT ALL OR PART OF ANY OFFER TO PURCHASE THE SHARES FOR ANY
REASON, OR ALLOCATE TO ANY PROSPECTIVE INVESTOR LESS THAN ALL OF THE SHARES FOR WHICH
IT HAS SUBSCRIBED.
CANADA – RESPONSIBILITY
EXCEPT AS OTHERWISE EXPRESSLY REQUIRED BY APPLICABLE LAW OR AS AGREED TO IN CONTRACT,NO REPRESENTATION, WARRANTY OR UNDERTAKING (EXPRESS OR IMPLIED) IS MADE AND NORESPONSIBILITIES OR LIABILITIES OF ANY KIND OR NATURE WHATSOEVER ARE ACCEPTED BY ANY
DEALER AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN THISPROSPECTUS OR ANY OTHER INFORMATION PROVIDED BY THE ISSUER IN CONNECTION WITH THE
OFFERING OF THESE SECURITIES IN CANADA.
INVESTING IN THESE SECURITIES INVOLVES RISKS. PROSPECTIVE INVESTORS SHOULD REFER TO THERISK FACTOR DISCLOSURE CONTAINED IN THIS PROSPECTUS FOR ADDITIONAL INFORMATIONCONCERNING THESE RISKS.
CANADA – ENFORCEMENT OF LEGAL RIGHTS
THE FUND, AND THE DIRECTORS AND OFFICERS OF THE FUND, MAY BE LOCATED OUTSIDE OF
CANADA, AND AS A RESULT, IT MAY NOT BE POSSIBLE FOR CANADIAN PURCHASERS TO EFFECTSERVICE OF PROCESS WITHIN CANADA UPON THE FUND OR ITS DIRECTORS OR OFFICERS. ALL OR A
SUBSTANTIAL PORTION OF THE ASSETS OF THE FUND AND ITS DIRECTORS AND OFFICERS MAY BE
LOCATED OUTSIDE OF CANADA, AND AS A RESULT, IT MAY NOT BE POSSIBLE TO SATISFY A
JUDGMENT AGAINST THE FUND OR SUCH PERSONS IN CANADA OR TO ENFORCE A JUDGMENTOBTAINED IN CANADIAN COURTS AGAINST THE FUND OR SUCH PERSONS OUTSIDE OF CANADA.
CANADA – STATUTORY RIGHTS OF ACTION FOR DAMAGES OR RESCISSIONSECURITIES LEGISLATION IN CERTAIN PROVINCES OR TERRITORIES OF CANADA MAY PROVIDE A
PURCHASER WITH REMEDIES FOR RESCISSION OR DAMAGES IF THE PROSPECTUS (INCLUDING ANYAMENDMENT OR SUPPLEMENT THERETO) CONTAINS A MISREPRESENTATION., PROVIDED THAT
THE REMEDIES FOR RESCISSION OR DAMAGES ARE EXERCISED BY THE PURCHASER WITHIN THE
TIME LIMIT PRESCRIBED BY THE SECURITIES LEGISLATION OF THE PURCHASER'S PROVINCE ORTERRITORY. THE PURCHASER SHOULD REFER TO ANY APPLICABLE PROVISIONS OF THE SECURITIESLEGISLATION OF THE PURCHASER'S PROVINCE OR TERRITORY FOR PARTICULARS OF THESE RIGHTS
OR CONSULT WITH A LEGAL ADVISOR.

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CANADA – INCOME TAX CONSIDERATIONSANY DISCUSSION OF TAXATION AND RELATED MATTERS CONTAINED IN THIS PROSPECTUS IS NOT ACOMPREHENSIVE DESCRIPTION OF ALL THE TAX CONSIDERATIONS THAT MAY BE RELEVANT TO A
DECISION TO PURCHASE THESE SECURITIES. PROSPECTIVE PURCHASERS OF THE SHARES SHOULD
CONSULT THEIR OWN LEGAL AND TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF ANINVESTMENT IN SHARES IN THEIR PARTICULAR CIRCUMSTANCES AND WITH RESPECT TO THE
ELIGIBILITY OF SUCH SHARES FOR INVESTMENT BY SUCH INVESTOR UNDER RELEVANT CANADIANLEGISLATION. IT IS RECOMMENDED THAT TAX ADVISORS BE EMPLOYED IN CANADA, AS THERE ARE
A NUMBER OF SUBSTANTIVE CANADIAN TAX COMPLIANCE REQUIREMENTS FOR CANADIAN
PURCHASERS.
CANADA – CONVERSION OF AMOUNTS INTO CANADIAN DOLLAR EQUIVALENTUNLESS SPECIFICALLY STATED OTHERWISE, ALL DOLLAR AMOUNTS CONTAINED IN THISPROSPECTUS ARE IN U.S. DOLLARS AND MUST BE CONVERTED INTO CANADIAN DOLLARS.
FLUCTUATIONS IN THE EXCHANGE RATE BETWEEN THE PARTICULAR CURRENCY AND THE
CANADIAN DOLLAR MAY AFFECT THE CANADIAN DOLLAR EQUIVALENT OF THE OFFERING PRICE OF
SHARES AND THE FINANCIAL INFORMATION CONTAINED HEREIN.
CANADA – FINANCIAL INFORMATIONFINANCIAL INFORMATION CONTAINED IN THIS PROSPECTUS MAY HAVE BEEN PREPARED IN
ACCORDANCE WITH ACCOUNTING PRACTICES WHICH DIFFER IN CERTAIN RESPECTS FROM THOSEACCOUNTING PRINCIPLES USED IN OTHER JURISDICTIONS, INCLUDING CANADA. PROSPECTIVE
PURCHASERS SHOULD CONDUCT THEIR OWN INVESTIGATION AND ANALYSIS OF THE BUSINESS,DATA AND TRANSACTION DESCRIBED HEREIN AND CONSULT THEIR OWN FINANCIAL ADVISORS.
CANADA – RESALE RESTRICTIONSTHE DISTRIBUTION OF SHARES IN CANADA IS BEING MADE ON A PRIVATE PLACEMENT BASIS ONLYAND IS EXEMPT FROM THE REQUIREMENT THAT THE FUND PREPARE AND FILE A PROSPECTUS WITH
THE RELEVANT CANADIAN SECURITIES REGULATORY AUTHORITIES. THE FUND IS NOT A REPORTING
ISSUER IN ANY PROVINCE OR TERRITORY IN CANADA, THE SHARES ARE NOT LISTED ON ANY STOCKEXCHANGE IN CANADA, AND THE FUND DOES NOT INTEND TO BECOME A REPORTING ISSUER OR
TO LIST THE SHARES ON ANY STOCK EXCHANGE IN CANADA. AS THERE IS NO MARKET FOR THE
SHARES, IT MAY BE DIFFICULT OR EVEN IMPOSSIBLE FOR A PURCHASER TO SELL THEM.
ACCORDINGLY, ANY RESALE OF THE SHARES MUST BE MADE IN ACCORDANCE WITH APPLICABLE
CANADIAN SECURITIES LAWS WHICH MAY REQUIRE RESALES TO BE MADE, PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION AND PROSPECTUS
REQUIREMENTS OF SUCH SECURITIES LAWS. THESE RESALE RESTRICTIONS MAY IN SOMECIRCUMSTANCES APPLY TO RESALES OF THE SHARES OUTSIDE OF CANADA. PURCHASERS IN
CANADA ARE ADVISED TO SEEK LEGAL ADVICE PRIOR TO ANY RESALE OF THE SHARES.
CANADA – REPRESENTATIONS OF CANADIAN PURCHASERS
EACH PURCHASER AND BENEFICIAL OWNER OF SHARES RESIDENT IN CANADA WILL BE DEEMED TO
HAVE REPRESENTED TO THE FUND, BROOKFIELD AND THEIR ASSOCIATES, ANY PLACEMENT AGENT
AND ANY DEALER WHO SELLS SHARES IN THE FUND TO SUCH THAT:
THE OFFER AND SALE OF SHARES WAS MADE EXCLUSIVELY THROUGH THE FINAL VERSION OF THISPROSPECTUS AND WAS NOT MADE THROUGH AN ADVERTISEMENT OF SUCH SHARES IN ANY
PRINTED MEDIA OF GENERAL AND REGULAR PAID CIRCULATION, RADIO, TELEVISION OR
TELECOMMUNICATIONS, INCLUDING ELECTRONIC DISPLAY, OR ANY OTHER FORM OF ADVERTISINGIN CANADA;

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SUCH PURCHASER HAS REVIEWED AND ACKNOWLEDGES THE TERMS OF THIS PROSPECTUS,
INCLUDING IN RESPECT OF APPLICABLE RESALE RESTRICTIONS;WHERE REQUIRED BY LAW, SUCH PURCHASER IS PURCHASING AS PRINCIPAL, OR IS DEEMED TO BE
PURCHASING AS PRINCIPAL IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS OF THE PROVINCE
IN WHICH THE PURCHASER IS RESIDENT, FOR ITS OWN ACCOUNT AND NOT AS AGENT FOR THE
BENEFIT OF ANOTHER PERSON;SUCH PURCHASER OR ANY ULTIMATE PURCHASER FOR WHICH SUCH PURCHASER IS ACTING AS
AGENT IS ENTITLED UNDER APPLICABLE CANADIAN SECURITIES LAWS TO PURCHASE SUCH SHARESWITHOUT THE BENEFIT OF A PROSPECTUS QUALIFIED UNDER SUCH SECURITIES LAWS, AND
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IS AN "ACCREDITED INVESTOR" AS
DEFINED IN SECTION 1.1 OF NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTION ("NI 45106"), FULFILS THE REQUIREMENTS OF SECTION 2.3 OF NI 45-106 AND WAS NOT CREATED AND IS
NOT BEING USED SOLELY TO PURCHASE OR HOLD SECURITIES AS AN "ACCREDITED INVESTOR," ORFULFILLS THE REQUIREMENTS OF SECTION 2.10 OF NI 45-106 (OTHER THAN A PERSON DESCRIBEDIN PARAGRAPH (M) OF SUCH DEFINITION THAT WAS CREATED OR IS USED SOLELY TO PURCHASE OR
HOLD SECURITIES AS AN ACCREDITED INVESTOR) OR SECTION 73.3 OF THE SECURITIES ACT(ONTARIO), AS APPLICABLE;WAS NOT CREATED, AND IS NOT BEING USED, SOLELY TO PURCHASE OR
HOLD SECURITIES (I) AS AN ACCREDITED INVESTOR; OR (II) MORE SPECIFICALLY, OF THE FUND;
SUCH INVESTOR OR ANY ULTIMATE INVESTOR FOR WHICH SUCH INVESTOR IS ACTING AS AGENT IS
A "PERMITTED CLIENT" AS DEFINED IN SECTION 1.1 OF NATIONAL INSTRUMENT 31-103
REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS;TO THE BEST OF THE INVESTOR'S KNOWLEDGE, NONE OF THE FUNDS TO BE PROVIDED BY OR ON
BEHALF OF THE INVESTOR TO THE FUND OR ITS AGENTS ARE BEING TENDERED ON BEHALF OF APERSON OR ENTITY WHO HAS NOT BEEN IDENTIFIED TO THE INVESTOR;ACKNOWLEDGES AND AGREES THAT:A.

THIS OFFERING IS BEING MADE BY A NON-CANADIAN ISSUER USINGDISCLOSURE DOCUMENTS PREPARED IN ACCORDANCE WITH NON-CANADIANSECURITIES LAWS;

B.

THESE REQUIREMENTS UNDER NON-CANADIAN SECURITIES LAWS MAY DIFFERSIGNIFICANTLY FROM THOSE OF THE INVESTOR'S PROVINCE OF REISDENCE;AND

C.

ANY FORWARD-LOOKING INFORMATION INCLUDED OR INCORPORATED BYREFERENCE IN ANY MATERIALS PROVIDED TO THE INVESTOR IS NOT MATERIAL
TO THE OFFERING;THE INVESTOR CERTIFIES THAT NONE OF THE FUNDS BEING USED TO PURCHASE THE SHARES ARE,
TO THE INVESTOR'S KNOWLEDGE, PROCEEDS OBTAINED OR DERIVED, DIRECTLY OR INDIRECTLY, AS
A RESULT OF ILLEGAL ACTIVITIES AND THAT:A.

THE FUNDS BEING USED TO PURCHASE THE SHARES AND ADVANCED BY OR ON
BEHALF OF THE INVESTOR TO THE FUND OR ITS AGENTS DO NOT REPRESENTPROCEEDS OF CRIME FOR THE PURPOSE OF THE PROCEEDS OF CRIME (MONEY
LAUNDERING) AND TERRORIST FINANCING ACT (CANADA) (THE "PCMLA"), THE
USA PATRIOT ACT OR ANY SIMILAR ANTI-MONEY LAUNDERING STATUTE; AND

B.

THE INVESTOR IS NOT A PERSON OR ENTITY THAT IS, OR IS OWNED OR
CONTROLLED BY PERSONS THAT ARE (I) THE TARGET OF ANY SANCTIONSADMINISTERED OR ENFORCED BY THE GOVERNMENT OF CANADA, THE U.S.
245

DEPARTMENT OF THE TREASURY'S OFFICE OF FOREIGN ASSETS CONTROL(OFAC), THE U.S. DEPARTMENT OF STATE, THE UNITED NATIONS SECURITY
COUNCIL, THE EUROPEAN UNION, HER MAJESTY'S TREASURY, OR OTHER
RELEVANT SANCTIONS AUTHORITY (COLLECTIVELY, "TRADE SANCTIONS"); OR(II) LOCATED, ORGANIZED OR RESIDENT IN A COUNTRY OR TERRITORY THAT IS,
OR WHOSE GOVERNMENT IS, THE SUBJECT OF TRADE SANCTIONS, INCLUDING,WITHOUT LIMITATION, CRIMEA, IRAN, NORTH KOREA, SUDAN, AND SYRIA;C.

ACKNOWLEDGES THAT THE FUND OR ITS AGENTS MAY IN THE FUTURE BE
REQUIRED BY LAW TO DISCLOSE THE INVESTOR'S NAME AND OTHERINFORMATION RELATING TO THE INVESTOR AND ANY PURCHASE OF THE
SHARES, ON A CONFIDENTIAL BASIS, PURSUANT TO THE PCMLA, THE CRIMINAL
CODE (CANADA), THE TRADE SANCTIONS AND PURSUANT TO CANADIANSECURITIES LAWS OR AS OTHERWISE MAY BE REQUIRED BY APPLICABLE LAWS,REGULATIONS OR RULES, AND BY ACCEPTING DELIVERY OF THIS PROSPECTUS,
THE INVESTOR WILL BE DEEMED TO HAVE AGREED TO THE FOREGOING;IT SHALL PROMPTLY NOTIFY THE FUND OR ITS AGENTS IF THE INVESTOR DISCOVERS THAT ANY SUCH
REPRESENTATIONS CEASE TO BE TRUE, AND SHALL PROVIDE THE FUND OR ITS AGENTS WITH
APPROPRIATE INFORMATION IN CONNECTION THEREWITH; AND
WHERE REQUIRED BY APPLICABLE SECURITIES LAWS, REGULATIONS OR RULES, THE INVESTOR WILLEXECUTE, DELIVER AND FILE SUCH REPORTS, UNDERTAKINGS AND OTHER DOCUMENTS RELATING
TO THE PURCHASE OF THE SHARES BY THE INVESTOR AS MAY BE REQUIRED BY SUCH LAWS,REGULATIONS AND RULES, OR ASSIST THE FUND OR ITS AGENTS, AS APPLICABLE, IN OBTAINING
AND FILING SUCH REPORTS UNDERTAKINGS AND OTHER DOCUMENTS.
IN ADDITION, EACH PURCHASER AND BENEFICIAL OWNER OF INTERESTS RESIDENT IN CANADA THATIS A NATURAL PERSON WILL BE DEEMED TO HAVE REPRESENTED TO THE FUND, BROOKFIELD AND
THEIR ASSOCIATES THAT SUCH PERSON HAS BEEN NOTIFIED THAT:A.

THE FUND MAY BE REQUIRED TO PROVIDE INFORMATION ("PERSONALINFORMATION") PERTAINING TO THE PURCHASER AS REQUIRED TO BEDISCLOSED IN SCHEDULE I OF FORM 45-106F1 OR ANY SUCCESSOR FORM
THERETO (INCLUDING BUT NOT LIMITED TO ITS NAME, ADDRESS, TELEPHONENUMBER AND THE NUMBER AND VALUE OF ANY INTERESTS PURCHASED),
WHICH MAY BE REQUIRED TO BE FILED BY THE FUND UNDER NI 45-106;

B.

SUCH PERSONAL INFORMATION (I) WILL BE DELIVERED TO THE CANADIANSECURITIES REGULATORY AUTHORITIES IN THE APPLICABLE PROVINCE IN
ACCORDANCE WITH NI 45-106; (II) IS BEING COLLECTED INDIRECTLY BY THE
CANADIAN SECURITIES REGULATORY AUTHORITIES UNDER THE AUTHORITY
GRANTED TO THEM UNDER SECURITIES LEGISLATION; AND (III) IS BEING
COLLECTED FOR THE PURPOSES OF THE ADMINISTRATION AND ENFORCEMENT
OF THE SECURITIES LEGISLATION OF THE APPLICABLE PROVINCE;C.

THE PUBLIC OFFICIAL IN THE APPLICABLE PROVINCE WHO CAN ANSWERQUESTIONS ABOUT THE INDIRECT COLLECTION OF SUCH PERSONALINFORMATION WILL BE PROVIDED BY THE FUND UPON REQUEST;D.

THE PERSONAL INFORMATION MAY BECOME AVAILABLE TO THE PUBLIC IN
ACCORDANCE WITH THE REQUIREMENTS OF APPLICABLE LAWS; AND

246

E.

BY PURCHASING THE INTERESTS, THE PURCHASER HAS AUTHORIZED BOTH THE
INDIRECT COLLECTION OF THE PERSONAL INFORMATION BY THE CANADIANSECURITIES REGULATORY AUTHORITIES AND ITS POSSIBLE DISCLOSURE.

CANADA – LANGUAGE OF DOCUMENTS IN CANADAUPON RECEIPT OF THIS DOCUMENT, EACH INVESTOR IN CANADA HEREBY CONFIRMS THAT IT HAS
EXPRESSLY REQUESTED THAT ALL DOCUMENTS EVIDENCING OR RELATING IN ANY WAY TO THE SALE
OF THE SHARES (INCLUDING FOR GREATER CERTAINTY ANY PURCHASE CONFIRMATION OR ANYNOTICE) BE DRAWN UP IN THE ENGLISH LANGUAGE ONLY.
PAR LA RECEPTION DE CE DOCUMENT, CHAQUE INVESTISSEUR CANADIEN CONFIRME PAR LESPRESENTES QU'IL A EXPRESSÉMENT EXIGÉ QUE TOUS LES DOCUMENTS FAISANT FOI OU SERAPPORTANT DE QUELQUE MANIÈRE QUE CE SOIT À LA VENTE DES VALEURS MOBILIÈRES DÉCRITESAUX PRESENTES (INCLUANT, POUR PLUS DE CERTITUDE, TOUTE CONFIRMATION D'ACHAT OU TOUT
AVIS) SOIENT RÉDIGÉS EN ANGLAIS SEULEMENT.
NOTICE TO RESIDENTS OF THE CAYMAN ISLANDS
THE FUND DOES NOT INTEND TO ESTABLISH A PLACE OF BUSINESS OR OTHERWISE INTEND TO
CONDUCT BUSINESS IN THE CAYMAN ISLANDS. ACCORDINGLY, THE FUND SHOULD NOT BE SUBJECTTO THE SUPERVISION OF ANY CAYMAN ISLANDS AUTHORITY.
NOTICE TO RESIDENTS OF CHILETHIS PRIVATE OFFERING OF SHARES IS ADDRESSED ONLY TO "QUALIFIED INVESTORS" (AS DEFINEDIN CMF GENERAL RULE NO. 216).
LA PRESENTE OFERTA DE VALORES ESTÁ DIRIGIDA A "INVERSIONISTAS CALIFICADOS" (SEGÚN SE
DEFINE EN LA NORMA DE CARÁCTER GENERAL N° 216 DE LA CMF).
NEITHER THE FUND NOR THE SHARES WILL BE REGISTERED IN THE REGISTRO DE VALORESEXTRANJEROS (FOREIGN SECURITIES REGISTRY) KEPT BY THE COMISION PARA EL MERCADOFINANCIERO DE CHILE (CHILEAN FINANCIAL MARKET COMMISSION OR "CMF") AND WILL NOT BE
SUBJECT TO THE SUPERVISION OF THE CMF. IF SUCH SECURITIES ARE OFFERED WITHIN CHILE, THEYWILL BE OFFERED AND SOLD ONLY PURSUANT TO GENERAL RULE 336 OF THE CMF, AN EXEMPTION
TO THE REGISTRATION REQUIREMENTS, OR IN CIRCUMSTANCES WHICH DO NOT CONSTITUTE A
PUBLIC OFFER OF SECURITIES IN CHILE WITHIN THE MEANING OF ARTICLE 4 OF THE CHILEAN LAW
NO. 18,045 ON SECURITIES MARKET. THE COMMENCEMENT DATE OF THIS OFFERING IS THE ONE
CONTAINED IN THE COVER PAGES OF THIS PROSPECTUS. THE ISSUER HAS NO OBLIGATION TO
DELIVER PUBLIC INFORMATION IN CHILE. THESE SHARES SHALL NOT BE SUBJECT TO PUBLIC
OFFERING IN CHILE UNLESS REGISTERED IN THE FOREIGN SECURITIES REGISTRY.
EL EMISOR Y LOS VALORES NO SERÁN REGISTRADOS EN EL REGISTRO DE VALORES EXTRANJEROS DE
LA COMISION PARA EL MERCADO FINANCIERO DE CHILE O "CMF" Y NO ESTÁN SUJETOS A LAFISCALIZACIÓN DE LA CMF. SI DICHOS VALORES SON OFRECIDOS DENTRO DE CHILE, SERÁN
OFRECIDOS Y COLOCADOS SÓLO DE ACUERDO A LA NORMA DE CARÁCTER GENERAL 336 DE LA CMF,
UNA EXCEPCIÓN A LA OBLIGACIÓN DE REGISTRO, O EN CIRCUNSTANCIAS QUE NO CONSTITUYANUNA OFERTA PÚBLICA DE VALORES EN CHILE SEGÚN LO DEFINIDO POR EL ARTÍCULO 4 DE LA LEY
18.045 DE MERCADO DE VALORES DE CHILE. LA FECHA DE INICIO DE LA PRESENTE OFERTA ES LA
INDICADA EN LA PORTADA DE ESTE PROSPECTUS. EL EMISOR NO ESTÁ OBLIGADO A ENTREGARINFORMACIÓN PÚBLICA EN CHILE. LOS VALORES NO PODRAN SER OBJETO DE OFERTA PUBLICA
MIENTRAS NO SEAN INSCRITOS EN EL REGISTRO DE VALORES EXTRANJEROS DE LA SVS.
NOTICE TO RESIDENTS OF DIFC

247

THIS PROSPECTUS RELATES TO A FUND WHICH IS NOT SUBJECT TO ANY FORM OF REGULATION OR
APPROVAL BY THE DUBAI FINANCIAL SERVICES AUTHORITY (“DFSA”).
THE DFSA HAS NO RESPONSIBILITY FOR REVIEWING OR VERIFYING ANY PROSPECTUS OR OTHER
DOCUMENTS IN CONNECTION WITH THIS FUND. ACCORDINGLY, THE DFSA HAS NOT APPROVED
THIS PROSPECTUS OR ANY OTHER ASSOCIATED DOCUMENTS NOR TAKEN ANY STEPS TO VERIFY THE
INFORMATION SET OUT IN THIS PROSPECTUS, AND HAS NO RESPONSIBILITY FOR IT.
THE SHARES TO WHICH THIS PROSPECTUS RELATES MAY BE ILLIQUID AND/OR SUBJECT TO
RESTRICTIONS ON THEIR RESALE. PROSPECTIVE PURCHASERS SHOULD CONDUCT THEIR OWN DUEDILIGENCE ON THE SHARES.
IF YOU DO NOT UNDERSTAND THE CONTENTS OF THIS DOCUMENT, YOU SHOULD CONSULT AN
AUTHORISED FINANCIAL ADVISER.
NOTICE TO RESIDENTS OF EGYPTTHE MARKETING OF SECURITIES OR FUNDS MAY NOT BE CARRIED OUT BY ANY MEANS IN EGYPT,WITHOUT OBTAINING A LICENCE FROM THE FINANCIAL REGULATORY AUTHORITY (THE “FRA”) IN
ACCORDANCE WITH THE PROVISIONS OF CAPITAL MARKET LAW NO. 95 OF 1992 AND ITS EXECUTIVE
REGULATIONS (THE “CAPITAL MARKET LAW”). SECURITIES OR FUND UNITS MAY BE OFFERED OR
SOLD IN EGYPT BY MEANS OF A PUBLIC OFFER OR A PRIVATE PLACEMENT AFTER THE RELEVANTPROSPECTUS BEING APPROVED BY FRA IN ACCORDANCE WITH THE PROVISIONS OF THE CAPITAL
MARKET LAW. THIS IS NOT A PUBLIC OR PRIVATE PLACEMENT OFFER AND THE MARKETING ENTITYIS NOT LICENSED IN EGYPT AND ANY MARKETING ACTIVITY WILL BE CARRIED OUT OUTSIDE EGYPT.
NOTICE TO RESIDENTS OF GERMANY
THE CONTENTS OF THIS PROSPECTUS HAVE NOT BEEN VERIFIED BY THE GERMAN FEDERALFINANCIAL SUPERVISORY AUTHORITY (BUNDESANTSTALT FÜR FINANZDIENSTLEISTUNGSAUFSICHT,“BAFIN”). THE SHARES MAY ONLY BE MARKETED OR ACQUIRED WITHIN GERMANY IN ACCORDANCEWITH THE GERMAN CAPITAL INVESTMENT ACT (KAPITALANLAGEGESETZBUCH, “KAGB”) AND ANY
LAWS AND REGULATIONS APPLICABLE IN GERMANY GOVERNING THE ISSUE, OFFERING,
MARKETING AND SALE OF THE SHARES.
THE SHARES ARE PERMITTED TO BE MARKETED IN GERMANY ONLY TO “PROFESSIONAL INVESTORS”
AND “SEMIPROFESSIONAL INVESTORS” AS DEFINED IN THE KAGB AND THE AIFM DIRECTIVE.
THE SHARES MUST NOT BE MARKETED IN GERMANY, NEITHER DIRECTLY NOR INDIRECTLY, TO
GERMAN PRIVATE INVESTORS AS DEFINED IN THE KAGB.
PROSPECTIVE GERMAN INVESTORS ARE STRONGLY ADVISED TO CONSIDER POSSIBLE TAXCONSEQUENCES OF AN INVESTMENT IN THE FUND AND SHOULD CONSULT THEIR OWN TAXADVISORS IN THAT RESPECT.
NOTWITHSTANDING THE REFERENCES TO ANY COMPARTMENT OR FUND VEHICLE OTHER THAN
BROOKFIELD OAKTREE WEALTH SOLUTIONS ALTERNATIVE FUNDS S.A. SICAV-UCI PART II –BROOKFIELD INFRASTRUCTURE INCOME FUND OR ANY INTEREST IN ANY SUCH COMPARTMENT OR
VEHICLE OTHER THAN BROOKFIELD OAKTREE WEALTH SOLUTIONS ALTERNATIVE FUNDS S.A. SICAVUCI PART II – BII SICAV – I IN THIS PROSPECTUS, NO INTEREST OTHER THAN THE SHARES ARE BEING
OFFERED HEREBY TO PROSPECTIVE GERMAN INVESTORS. TO THE EXTENT THAT THIS PROSPECTUS
PROVIDES INFORMATION ON COMPARTMENTS OR FUND VEHICLES OTHER THAN BROOKFIELDOAKTREE WEALTH SOLUTIONS ALTERNATIVE FUNDS S.A. SICAV-UCI PART II – BROOKFIELDINFRASTRUCTURE INCOME FUND, SUCH INFORMATION IS FOR INVESTOR DISCLOSURE PURPOSES

248

ONLY. THE INTERESTS IN ANY SUCH COMPARTMENT OR OTHER FUND VEHICLE MUST NOT BE
MARKETED IN GERMANY WITHIN THE MEANING OF § 293 PARA. 1 KAGB.
NOTICE TO RESIDENTS OF GUERNSEY
THE FUND HAS NOT BEEN AUTHORIZED BY THE GUERNSEY FINANCIAL SERVICES COMMISSION (THE"COMMISSION") UNDER THE PROTECTION OF INVESTORS (BAILIWICK OF GUERNSEY) LAW, 1987,
AS AMENDED. ACCORDINGLY, ANY MARKETING MATERIAL OR PROSPECTUS IN RELATION TO THE
FUND MAY NOT BE CIRCULATED WITHIN THE BAILIWICK OF GUERNSEY, AND THERE SHOULD BE NO
ONWARD DISTRIBUTION OF THE SAME.
NOTICE TO RESIDENTS OF HONG KONG
THE CONTENTS OF THIS PROSPECTUS HAVE NOT BEEN REVIEWED OR APPROVED BY ANYREGULATORY AUTHORITY IN HONG KONG. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR
INVITATION TO THE PUBLIC IN HONG KONG TO ACQUIRE SHARES. ACCORDINGLY, UNLESSPERMITTED BY THE SECURITIES LAWS OF HONG KONG, NO PERSON MAY ISSUE OR HAVE IN ITSPOSSESSION FOR THE PURPOSES OF ISSUE, THIS PROSPECTUS OR ANY ADVERTISEMENT,INVITATION OR DOCUMENT RELATING TO SHARES IN THE FUND, WHETHER IN HONG KONG OR
ELSEWHERE, WHICH IS DIRECTED AT, OR THE CONTENTS OF WHICH ARE LIKELY TO BE ACCESSED OR
READ BY, THE PUBLIC IN HONG KONG OTHER THAN IN RELATION TO SHARES IN THE FUND WHICH
ARE INTENDED TO BE DISPOSED OF ONLY TO PERSONS OUTSIDE HONG KONG OR ONLY TO"PROFESSIONAL INVESTORS" (AS SUCH TERM IS DEFINED IN THE SECURITIES AND FUTURES
ORDINANCE OF HONG KONG (CAP. 571) (THE "SFO") AND THE SUBSIDIARY LEGISLATION MADE
THEREUNDER) OR IN CIRCUMSTANCES WHICH DO NOT RESULT IN THIS PROSPECTUS BEING A"PROSPECTUS" AS DEFINED IN THE COMPANIES ORDINANCES OF HONG KONG (CAP. 32) (THE "CO")OR WHICH DO NOT CONSTITUTE AN OFFER OR AN INVITATION TO THE PUBLIC FOR THE PURPOSES
OF THE SFO OR THE CO. THE OFFER OF SHARES IN THE FUND IS PERSONAL TO THE PERSON TO
WHOM THIS PROSPECTUS HAS BEEN DELIVERED BY OR ON BEHALF OF THE FUND, AND A
SUBSCRIPTION FOR SHARES IN THE FUND WILL ONLY BE ACCEPTED FROM SUCH PERSON. NO
PERSON TO WHOM A COPY OF THIS PROSPECTUS IS ISSUED MAY ISSUE, CIRCULATE OR DISTRIBUTE
THIS PROSPECTUS IN HONG KONG OR MAKE OR GIVE A COPY OF THIS PROSPECTUS TO ANY OTHERPERSON. YOU ARE ADVISED TO EXERCISE CAUTION IN RELATION TO THE OFFER. IF YOU ARE IN ANY
DOUBT ABOUT ANY OF THE CONTENTS OF THIS PROSPECTUS, YOU SHOULD OBTAIN INDEPENDENTPROFESSIONAL ADVICE.
NOTICE TO RESIDENTS OF INDIATHE SHARES OFFERED HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE BOARD
OF INDIA ("SEBI") OR ANY OTHER REGULATORY OR GOVERNMENTAL AUTHORITY IN INDIA AND NO
SUCH AUTHORITY HAS CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THISPROSPECTUS.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY THE SHARES FROM ANY PERSON OTHER THAN THE FUND AND SUBSCRIPTION OF THE SHARESSHALL NOT BE ACCEPTED FROM A PERSON TO WHOM THIS PROSPECTUS HAS NOT BEEN ADDRESSEDOR SENT BY THE FUND. THIS PROSPECTUS IS NOT AND SHOULD NOT BE CONSIDERED AS A
PROSPECTUS. THE SHARES ARE NOT BEING OFFERED FOR SALE OR SUBSCRIPTION BUT ARE BEINGPRIVATELY PLACED WITH LIMITED NUMBER OF INVESTORS. PROSPECTIVE INVESTORS MUST SEEKLEGAL ADVICE AS TO WHETHER THEY ARE ENTITLED TO SUBSCRIBE FOR OR PURCHASE THE SHARESBEING OFFERED AND COMPLY WITH ALL RELEVANT INDIAN LAWS IN THIS RESPECT. ANY OFFER ORITS ACCEPTANCE IS SUBJECT TO COMPLIANCE IN INDIA WITH APPLICABLE INDIAN LAW. NONE OF
THE FUND, THE INVESTMENT MANAGER, THEIR OFFICERS, EMPLOYEES OR AFFILIATE ARE EXPECTEDTO BE REGISTERED WITH ANY REGULATORY OR GOVERNMENTAL AUTHORITY IN INDIA IN RESPECT
TO THEIR RESPECTIVE ROLES OR FUNCTIONS IN RELATION TO THE FUND.
249

NOTICE TO RESIDENTS OF INDONESIA
THIS PROSPECTUS IS FOR THE EXCLUSIVE USE OF THE PERSON NAMED ON THE FRONT COVER OF
THIS PROSPECTUS. IF THE NUMBER ON THE FRONT COVER OF THIS PROSPECTUS DOES NOT APPEARIN RED, THERE IS A PRESUMPTION THAT THIS PROSPECTUS HAS BEEN IMPROPERLY REPRODUCEDAND CIRCULATED, IN WHICH CASE THE FUND AND ITS AFFILIATE DISCLAIM ANY RESPONSIBILITY FORITS CONTENT OR USE. THIS PROSPECTUS MAY NOT BE PHOTOCOPIED, REPRODUCED OR
DISTRIBUTED, IN WHOLE OR IN PART, TO ANY OTHER PERSON AT ANY TIME. DISTRIBUTION OF THISPROSPECTUS TO ANY PERSON OTHER THAN IN COMPLIANCE WITH THE TERMS OF THIS PROSPECTUS
IS UNAUTHORIZED. IF THE OFFEREE DOES NOT PROCEED WITH THE TRANSACTION OR IF IT IS SO
REQUESTED, IT WILL RETURN THIS PROSPECTUS TO THE FUND PROMPTLY. SHARES WILL NOT BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE REPUBLIC OF INDONESIA OR TO INDONESIANCITIZENS, NATIONALS OR CORPORATIONS, WHEREVER LOCATED, OR ENTITIES OR RESIDENTS IN
INDONESIA IN A MANNER WHICH CONSTITUTES A PUBLIC OFFERING OF SHARES UNDER THE LAWS
AND REGULATIONS OF INDONESIA.
NOTICE TO RESIDENTS OF THE ISLE OF MAN
THE FUND IS NOT SUBJECT TO ANY FORM OF REGULATION OR APPROVAL IN THE ISLE OF MAN. THISMEMORANDUM HAS NOT BEEN REGISTERED OR APPROVED FOR DISTRIBUTION IN THE ISLE OF MAN
AND MAY ONLY BE DISTRIBUTED IN OR INTO THE ISLE OF MAN BY A PERSON PERMITTED UNDER
ISLE OF MAN LAW TO DO SO AND IN ACCORDANCE WITH THE ISLE OF MAN COLLECTIVEINVESTMENT SCHEMES ACT 2008 AND REGULATIONS MADE THEREUNDER. THE PARTICIPANTS IN
THE FUND ARE NOT PROTECTED BY ANY STATUTORY COMPENSATION SCHEME.
NOTICE TO RESIDENTS OF ISRAELTHE SHARES IN THE FUND DESCRIBED IN THIS PROSPECTUS HAVE NOT BEEN REGISTERED AND ARENOT EXPECTED TO BE REGISTERED UNDER THE ISRAELI SECURITIES LAW — 1968 (THE ''SECURITIESLAW'') OR UNDER THE ISRAELI JOINT INVESTMENT TRUST LAW – 1994 (“JOINT INVESTMENT LAW”).
ACCORDINGLY, THE SHARES IN THE FUND DESCRIBED HEREIN WILL ONLY BE OFFERED AND SOLD IN
ISRAEL PURSUANT TO APPLICABLE PRIVATE PLACEMENT EXEMPTIONS, (I) TO QUALIFIED INVESTORSDESCRIBED IN SECTION 15A(B)(1) OF THE SECURITIES LAW AND THE FIRST SCHEDULE OF THE
SECURITIES LAW (“QUALIFIED ISRAELI INVESTORS”) AND TO 35 OR FEWER OFFEREES THAT ARENON-QUALIFIED ISRAELI INVESTORS DURING A CONSECUTIVE 12-MONTH PERIOD, AS PERMITTEDUNDER THE APPLICABLE EXEMPTIONS OF THE SECURITIES LAW; AND (II) SHALL INCLUDE AT ANY
GIVEN TIME AN UNLIMITED NUMBER OF QUALIFIED ISRAELI INVESTORS, AND UP TO ADDITIONAL
50 PARTICIPANTS THAT ARE NOT QUALIFIED ISRAELI INVESTORS, AS PERMITTED UNDER THE
APPLICABLE EXEMPTIONS OF THE JOINT INVESTMENT LAW.
IF ANY RECIPIENT IN ISRAEL OF A COPY OF THIS PROSPECTUS IS NOT QUALIFIED AS SUCH, SUCH
RECIPIENT SHOULD PROMPTLY RETURN THIS PROSPECTUS TO THE FUND. THE FUND IS NOT A
LICENSED INVESTMENT MARKETER UNDER THE LAW FOR THE REGULATION OF PROVISION OF
INVESTMENT ADVICE, MARKETING INVESTMENTS AND PORTFOLIO MANAGEMENT – 1995 (THE"INVESTMENT ADVISOR LAW") AND THE FUND DOES NOT MAINTAIN INSURANCE AS REQUIREDUNDER SUCH LAW. ACCORDINGLY, THE SHARES IN THE FUND DESCRIBED HEREIN WILL ONLY BE
OFFERED AND SOLD IN ISRAEL TO PARTIES WHICH QUALIFY AS "QUALIFIED CLIENT" FOR PURPOSES
OF SECTION 3(A)(11) AND FIRST SCHEDULE OF THE INVESTMENT ADVISOR LAW.
NOTICE TO INVESTORS IN ITALY
THIS PROSPECTUS AND THE OFFER OF THE SHARES OF THE FUND IS ADDRESSED TO PROFESSIONALINVESTORS AS DEFINED IN THE ITALIAN CONSOLIDATED LAW ON FINANCE NO. 58 OF FEBRUARY 24,
1998, AS AMENDED FROM TIME TO TIME (THE “FCA”) AND IN THE REGULATIONS OF THE
COMMISSIONE NAZIONALE PER LE SOCIETÀ E LA BORSA (CONSOB) ISSUED PURSUANT TO IT, IN
250

ACCORDANCE WITH THE FRAMEWORK OF DIRECTIVE 2014/65/EU OF MAY 15, 2014 ON MARKETSAND FINANCIAL INSTRUMENTS AND REGULATION (EU) NO 600/2014 OF MAY, 15 2014 ON MARKETSAND FINANCIAL INSTRUMENTS. IN ADDITION TO PROFESSIONAL INVESTORS, THE SHARES OF THE
FUND MAY BE OFFERED TO THE FOLLOWING CATEGORIES OF INVESTORS (COLLECTIVELY, “ITALIANQUALIFYING INVESTORS”):A.

INVESTORS WHO SUBSCRIBE OR PURCHASE SHARES OF THE FUND FOR AN
INITIAL, NOT FRACTIONABLE AMOUNT OF EUR 500,000;

B.

ENTITIES AUTHORIZED TO PROVIDE PORTFOLIO MANAGEMENT SERVICES
WHO, IN EXECUTION OF THEIR INVESTMENT MANDATE, SUBSCRIBE OR
PURCHASE SHARES OF THE FUND FOR AN INITIAL AMOUNT OF NOT LESS THAN
EUR 100,000 ON BEHALF OF A RETAIL INVESTORS; ANDC.

INVESTORS WHO SUBSCRIBE OR PURCHASE SHARES OF THE FUND FOR AN
INITIAL, NOT FRACTIONABLE AMOUNT OF EUR 100,000, PROVIDED THAT THE
FOLLOWING TWO CONDITIONS JOINTLY APPLY: (I) THE INVESTOR’SCOMMITMENTS IN ALTERNATIVE INVESTMENT FUNDS RESERVED TO
PROFESSIONAL INVESTORS DO NOT EXCEED THE 10% OF THE AGGREGATEINVESTOR’S FINANCIAL PORTFOLIO; AND (II) THE INVESTOR IS MAKING THE
COMMITMENT ON THE BASIS OF THE INVESTMENT ADVICE RECEIVED FROM AN
ENTITY DULY LICENSED TO PROVIDE SUCH SERVICES.

THE ADDRESSEE ACKNOWLEDGES AND CONFIRMS THE ABOVE AND HEREBY AGREES NOT TO
CIRCULATE THIS PROSPECTUS IN ITALY UNLESS EXPRESSLY PERMITTED BY, AND IN COMPLIANCE
WITH, APPLICABLE LAW.
IN ADDITION, ANY INVESTOR WILL BE REQUIRED TO AGREE AND REPRESENT THAT ANY ON-SALE OR
OFFER OF ANY SHARE BY SUCH INVESTOR (IN ACCORDANCE WITH THE FUND’S DOCUMENTS) SHALL
BE MADE IN COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS.
NOTICE TO RESIDENTS OF JAPANSHARES IN THE FUND HAVE NOT BEEN AND WILL NOT BE REGISTERED PURSUANT TO ARTICLE 4,
PARAGRAPH 1 OF THE FINANCIAL INSTRUMENTS AND EXCHANGE LAW OF JAPAN (THE “FIEL”) WITHRESPECT TO THE SOLICITATION OF THE APPLICATION FOR THE ACQUISITION OF THE SHARES ON THE
GROUNDS THAT THE SOLICITATION CONSTITUTES A “SOLICITATION FOR A SMALL NUMBER OFINVESTORS” AS SET FORTH IN ARTICLE 23-13, PARAGRAPH 4 OF THE FIEL OR THAT THE SOLICITATIONFOR CERTAIN QUALIFIED INSTITUTIONAL INVESTORS (“QIIS”) AS DEFINED IN ARTICLE 2, PARAGRAPH
3, ITEM 1 OF THE FIEL AND ARTICLE 10 OF THE CABINET ORDER REGARDING DEFINITIONS UNDERARTICLE 2 OF THE FINANCIAL INSTRUMENTS AND EXCHANGE LAW CONSTITUTES A “SOLICITATIONFOR QIIS” AS DEFINED IN ARTICLE 23-13, PARAGRAPH 1 OF THE FIEL AND, ACCORDINGLY, THE
SHARES MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO, OR FOR THE
BENEFIT, OF ANY JAPANESE PERSON OR TO OTHERS FOR RE-OFFERING OR RESALE, DIRECTLY OR
INDIRECTLY, IN JAPAN OR TO ANY JAPANESE PERSON EXCEPT UNDER CIRCUMSTANCES WHICH WILLRESULT IN COMPLIANCE WITH ALL APPLICABLE LAWS, REGULATIONS AND GUIDELINESPROMULGATED BY THE RELEVANT JAPANESE GOVERNMENTAL AND REGULATORY AUTHORITIESAND IN EFFECT AT THE RELEVANT TIME. FOR THIS PURPOSE, A “JAPANESE PERSON” MEANS ANYPERSON RESIDENT IN JAPAN, INCLUDING ANY CORPORATION OR OTHER ENTITY ORGANISED UNDER
THE LAWS OF JAPAN. ANY SOLICITATION OF THE SHARES SHALL NOT BE MADE, IF, AS A RESULT OF
SUCH SOLICITATION, THE NUMBER OF PERSONS (INCLUDING BENEFICIAL OWNERS OR LEGALENTITIES, BUT EXCLUDING “NON-RESIDENTS” OF JAPAN AS DEFINED IN ARTICLE 6, PARAGRAPH 1,
ITEM 6 OF THE FOREIGN EXCHANGE AND FOREIGN TRADE LAW OF JAPAN WHO ARE SOLICITEDOUTSIDE JAPAN) WHO ARE SOLICITED FOR PURCHASE OF THE SHARES (INCLUDING NEWLY ISSUEDSHARES WHICH ARE OF THE SAME KIND AS SHARES AS DEFINED UNDER ARTICLE 1-6 OF THE
251

ENFORCEMENT ORDER OF THE FINANCIAL INSTRUMENTS AND EXCHANGE LAW AND WHICH WEREISSUED WITHIN THREE MONTHS BEFORE THE DATE OF ISSUE OF THE SHARES) WILL EXCEED 49.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, FOR PURPOSES OF DETERMINING COMPLIANCE
WITH THE 49 OFFEREE LIMITATION SET FORTH ABOVE, THE FOLLOWING SHALL APPLY: THE SHARES
MAY BE PLACED SIMULTANEOUSLY WITH QIIS IF THE OFFER IS MADE ON THE CONDITION THAT THE
OFFEREES ENTER INTO AN AGREEMENT IN WHICH THE OFFEREES (I) AGREE NOT TO TRANSFER THE
SHARES TO ANY PERSON OTHER THAN QIIS AND (II) AGREE TO NOTIFY ANY SUCH TRANSFEREE INWRITING OF THE TRANSFER RESTRICTION DESCRIBED AT (I) ABOVE UPON OR PRIOR TO SUCH
TRANSFER. IF THE REQUIREMENTS SET FORTH AT (I) AND (II) ABOVE ARE MET, THE NUMBER OF
OFFEREES THAT ARE QIIS WILL NOT BE COUNTED TOWARDS THE 49 OFFEREE LIMITATION SETFORTH ABOVE. IF THE OFFERING OF THE SHARES IS MADE TO QIIS ON THE CONDITION ABOVE, SUCHQIIS SHALL BE REQUIRED TO ENTER INTO AN AGREEMENT, UPON QIIS’ SUBSCRIPTION OF THE
SHARES, IN WHICH THE OFFEREES (A) AGREE NOT TO TRANSFER THE SHARES TO ANY PERSONOTHER THAN QIIS AND (B) AGREE TO NOTIFY ANY SUCH TRANSFEREE IN WRITING OF THE TRANSFERRESTRICTION DESCRIBED AT (A) ABOVE UPON OR PRIOR TO SUCH TRANSFER.
NOTICE TO RESIDENTS OF JERSEYCONSENT UNDER THE CONTROL OF BORROWING (JERSEY) ORDER 1958 HAS NOT BEEN OBTAINEDFOR THE CIRCULATION OF THIS PROSPECTUS. ACCORDINGLY, THE OFFER THAT IS THE SUBJECT OF
THIS PROSPECTUS MAY ONLY BE MADE IN JERSEY WHERE THE OFFER IS NOT AN OFFER TO THE
PUBLIC OR THE OFFER IS VALID IN THE UNITED KINGDOM OR GUERNSEY AND IS CIRCULATED IN
JERSEY ONLY TO PERSONS SIMILAR TO THOSE TO WHOM, AND IN A MANNER SIMILAR TO THAT IN
WHICH, IT IS FOR THE TIME BEING CIRCULATED IN THE UNITED KINGDOM OR GUERNSEY AS THE
CASE MAY BE. BY ACCEPTING THIS OFFER EACH PROSPECTIVE INVESTOR IN JERSEY REPRESENTS AND
WARRANTS THAT HE OR SHE IS IN POSSESSION OF SUFFICIENT INFORMATION TO BE ABLE TO MAKE
A REASONABLE EVALUATION OF THE OFFER.
NOTICE TO RESIDENTS OF JORDANTHIS MEMORANDUM HAS NOT BEEN AND WILL NOT BE FILED, APPROVED OR REGISTERED WITH
THE JORDAN SECURITIES COMMISSION IN ACCORDANCE WITH ITS REGULATIONS AND ANY OTHERLEGISLATIONS IN THE HASHEMITE KINGDOM OF JORDAN. THIS MEMORANDUM HAS NOT BEEN AND
WILL NOT BE OFFERED OR SOLD, AT ANY TIME, DIRECTLY OR INDIRECTLY, IN THE HASHEMITE
KINGDOM OF JORDAN, UNLESS IN COMPLIANCE WITH THE PROVISIONS OF THE SECURITIES LAW
NO. 18 OF 2017 AND THE REGULATIONS AND INSTRUCTIONS ISSUED PURSUANT THERETO.
NOTICE TO RESIDENTS OF KUWAIT
THIS PROSPECTUS IS NOT FOR GENERAL CIRCULATION TO THE PUBLIC OR PRIVATELY IN KUWAIT.
SHARES IN THE FUND HAVE NOT BEEN LICENSED FOR OFFERING IN KUWAIT BY THE CAPITAL
MARKETS AUTHORITY, THE KUWAIT CENTRAL BANK OR ANY OTHER RELEVANT KUWAITI
GOVERNMENTAL AGENCY. UNLESS ALL NECESSARY APPROVALS FROM THE KUWAIT CAPITAL
MARKETS AUTHORITY PURSUANT TO LAW NO. 7/2010 AND THE IMPLEMENTING REGULATIONSTHERETO (AS AMENDED), AND THE VARIOUS RESOLUTIONS, INSTRUCTIONS AND
ANNOUNCEMENTS ISSUED PURSUANT THERETO, OR IN CONNECTION THEREWITH, HAVE BEEN
GIVEN IN RELATION TO THE MARKETING OF, AND SALE OF, THE SHARES, THE SHARES MAY NOT BE
OFFERED FOR SALE, NOR SOLD, IN KUWAIT. THE OFFERING OF SHARES IN THE FUND IN KUWAIT ON
THE BASIS OF A PRIVATE PLACEMENT OR PUBLIC OFFERING IS, THEREFORE, RESTRICTED. NO
PRIVATE OR PUBLIC OFFERING OF SHARES IN THE FUND IS BEING MADE IN KUWAIT, AND NO
AGREEMENT RELATING TO THE SALE OF SHARES IN THE FUND WILL BE CONCLUDED IN KUWAIT. NO
MARKETING OR SOLICITATION OR INDUCEMENT ACTIVITIES ARE BEING USED TO OFFER OR MARKET
SHARES IN THE FUND IN KUWAIT.
NOTICE TO RESIDENTS OF LEBANON
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LEBANON – WHERE MARKETED BY A LOCAL LICENSED INTERMEDIARY
THE SHARES DESCRIBED IN THIS MEMORANDUM HAVE NOT BEEN, AND ARE NOT BEING, PUBLICLY
OFFERED, SOLD, PROMOTED OR ADVERTISED IN LEBANON OTHER THAN IN COMPLIANCE WITH THE
LAWS AND REGULATIONS OF LEBANON GOVERNING THE ISSUE, OFFERING AND SALE OF FUNDS,
AND SUCH FUND MAY ONLY BE PROMOTED IN LEBANON BY DULY LICENSED AND AUTHORISED
APPROVED INSTITUTIONS (AS SUCH TERM IS DEFINED IN APPLICABLE LAWS AND REGULATIONS).
THE PERSONS THAT WILL BE INVESTING IN THE FUND HAVE OBTAINED ALL THE INFORMATION AND
THE NECESSARY FINANCIAL AND LEGAL ADVICE IN THIS RESPECT. THE SAID PERSONS OR ENTITIESACKNOWLEDGE THAT THEY ARE AWARE OF THE RISKS ASSOCIATED TO THEIR INVESTMENT IN THE
FUND AND ARE AWARE THAT SUCH RISKS, GIVEN THE NATURE OF THE INVESTMENT, MAY
ENGENDER A LOSS IN RESPECT THEREOF. THE AIFM SHALL NOT BE HELD LIABLE FOR ANY BREACH
OF COMPLIANCE WITH LEBANESE LAWS AND REGULATIONS. THE INVESTOR’S ONLY REFERENCEWITH RESPECT TO THIS OFFERING SHALL BE THE PROMOTING LEBANESE APPROVED INSTITUTION.
LEBANON – FOR THE FOREIGN EXEMPT SCHEME (OR FOREIGN SUB-FUND)
THIS FUND (OR SUB-FUND) IS NOT SUBJECT TO THE REQUIREMENTS FOR SCHEMES THAT ARE
OFFERED TO THE PUBLIC IN LEBANON UNDER LAW 706 OR TO SUPERVISION BY THE CAPITAL
MARKETS AUTHORITY. THE CAPITAL MARKETS AUTHORITY DOES NOT MAKE ANY REPRESENTATIONAS TO THE ACCURACY OR COMPLETENESS OF THIS MEMORANDUM AND EXPRESSLY DISCLAIMS ANY
LIABILITY WHATSOEVER FOR ANY LOSS ARISING FROM, OR INCURRED IN RELIANCE UPON, ANY PARTOF THIS DOCUMENT. PROSPECTIVE SUBSCRIBERS TO THE FUND SHOULD CONDUCT THEIR OWN DUEDILIGENCE ON THE ACCURACY OF THE INFORMATION IN RELATION TO THE FUND.
LEBANON – WHEN RESPONDING TO AN UNSOLICITED REQUESTTHE FUND HAS NOT OBTAINED THE AUTHORISATION OF THE BOARD OF THE CAPITAL MARKETSAUTHORITY OF LEBANON TO MARKET, PROMOTE, OFFER OR SELL (“OFFERED”) THE SHARES IN THE
FUND IN LEBANON AND AS SUCH MAY NOT BE OFFERED INTO LEBANON.
NOTICE TO RESIDENTS OF LIBYATHIS PROSPECTUS HAS NOT BEEN APPROVED BY THE LIBYAN MINISTRY OF ECONOMY OR ANYOTHER LIBYAN GOVERNMENTAL AUTHORITY, NOR HAS THE FUND RECEIVED AUTHORIZATION OR
LICENSING FROM THE LIBYAN MINISTRY OF ECONOMY OR ANY OTHER LIBYAN AUTHORITY TO
MARKET OR SELL SHARES IN THE FUND WITHIN LIBYA. THEREFORE, NO SERVICES RELATING TO THE
OFFERING, INCLUDING THE RECEIPT OF SUBSCRIPTIONS OR THE ALLOTMENT OF SHARES IN THE
FUND, MAY BE RENDERED WITHIN LIBYA BY THE FUND OR PERSONS REPRESENTING THE FUND.
NOTICE TO RESIDENTS OF MACAUINVESTMENT INSTRUMENTS INVOLVE A VARIETY OF SIGNIFICANT RISKS. CONSIDERING THE
COMPLEXITY OF INVESTMENTS, THESE PRODUCTS ARE GENERALLY UNSUITABLE FORUNSOPHISTICATED INVESTORS. THE CUSTOMER SHOULD NOT DEAL WITH INVESTMENTS UNLESS IT
UNDERSTANDS THEIR NATURE AND THE EXTENT OF ITS EXPOSURE TO THE ATTENDANT RISKS. THE
CUSTOMER SHOULD NOT DEAL WITH INVESTMENT INSTRUMENTS UNLESS THE INVESTMENT ISSUITABLE TO ITS CIRCUMSTANCES, EXPERIENCE, FINANCIAL POSITION AND RESOURCES.
INVESTMENTS GENERALLY CARRY HIGHER RISKS AND ARE NOT A SUBSTITUTE FOR SAVINGS OR TIMEDEPOSITS. INVESTMENTS IN THIS PRODUCT ARE NOT COVERED BY THE MACAU DEPOSIT
PROTECTION SCHEME. INVESTMENTS DO NOT GUARANTEE A YIELD, RETURN OR INCOME. PASTPERFORMANCE IS NOT A GUARANTEE OF FUTURE PERFORMANCE. THE INCOME FROM THE
INVESTMENTS WILL FLUCTUATE IN EITHER DIRECTION DEPENDING ON PREVAILING MARKETCONDITIONS. THE INVESTMENT CAN BE SUBJECT TO THE RISK OF LOSS OF THE ENTIRE
PRINCIPAL/NOTIONAL AMOUNT OF THE INVESTMENT. THE CUSTOMER MAY LOSE SOME OR ALL OF

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ITS INVESTMENT. IF THE CUSTOMER HAS ANY RESERVATIONS, THE CUSTOMER SHOULD CAREFULLYCONSIDER WHETHER THE PRODUCT IS SUITABLE FOR IT. THE INFORMATION RELATING TO THE FUNDCONTAINED IN THIS PROSPECTUS HAS NOT BEEN SUBMITTED TO OR APPROVED BY THE
AUTORIDADE MONETARIA DE MACAU OR ANY OTHER RELEVANT GOVERNMENTAL AUTHORITY IN
MACAU. THE FUND IS NOT INTENDED TO BE OFFERED OR SOLD TO THE PUBLIC IN MACAU AND IS
NOT AUTHORIZED FOR ADVERTISING AND MARKETING IN MACAU UNDER ARTICLE 61 AND 62 OF
DECREE LAW NO. 83/99/M OF 22 NOVEMBER 1999. INVESTMENTS IN THIS PRODUCT ARE NOTCOVERED BY MACAU DEPOSIT PROTECTION SCHEME. PAST PERFORMANCE IS NOT INDICATIVE OF
FUTURE RESULTS.
NOTICE TO RESIDENTS OF MALAYSIATHE OFFERING MADE UNDER THIS PROSPECTUS DOES NOT CONSTITUTE, AND SHOULD NOT BECONSTRUED AS CONSTITUTING AN OFFER OR INVITATION TO SUBSCRIBE FOR OR PURCHASE ANYSHARES IN MALAYSIA. THE FUND, BY THE DISPATCH OF THIS PROSPECTUS, HAS NOT MADEAVAILABLE ANY SHARES FOR SUBSCRIPTION OR PURCHASE IN MALAYSIA. THIS PROSPECTUS DOESNOT CONSTITUTE, AND SHOULD NOT BE CONSTRUED AS OFFERING OR MAKING AVAILABLE ANY
INTEREST FOR PURCHASE IN MALAYSIA. NO PERSON RECEIVING A COPY OF THIS PROSPECTUS MAY
TREAT THE SAME AS CONSTITUTING AN INVITATION OR OFFER TO HIM IN MALAYSIA AND SUCHPERSON SHALL NOT DISTRIBUTE OR MAKE AVAILABLE THIS PROSPECTUS IN MALAYSIA. THE FUND
SHALL NOT BE LIABLE IN ANY MANNER WHATSOEVER IN THE EVENT THIS PROSPECTUS IS
DISTRIBUTED OR MADE AVAILABLE IN MALAYSIA. SINCE NO APPLICATION FOR APPROVAL HAS BEEN
OR WILL BE MADE TO THE SECURITIES COMMISSION MALAYSIA FOR THE OFFERING OF THE FUND,
OR FOR THE REGISTRATION OF THIS PROSPECTUS, THE FUND SHALL NOT BE OFFERED FOR
SUBSCRIPTION OR PURCHASED OR MADE AVAILABLE, WHETHER DIRECTLY OR INDIRECTLY, IN
MALAYSIA. THE FUND IS BEING OFFERED TO YOU OUTSIDE MALAYSIA UNDER A VERY LIMITED AND
EXCLUSIVE PRIVATE PLACEMENT. IT IS THE SOLE RESPONSIBILITY OF THE RECIPIENTS WISHING TO
TAKE ANY ACTION UPON THIS PROSPECTUS TO SATISFY THEMSELVES AS TO THE FULL OBSERVANCE
OF THE LAWS OF MALAYSIA AND TO OBTAIN ALL RELEVANT GOVERNMENTAL AND REGULATORYAPPROVALS INCLUDING BUT NOT LIMITED TO EXCHANGE CONTROL LAWS.
NOTICE TO RESIDENTS OF MEXICOSHARES IN THE FUND HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE NATIONALREGISTRY OF SECURITIES, MAINTAINED BY THE MEXICAN NATIONAL BANKING AND SECURITIESCOMMISSION AND, AS A RESULT, MAY NOT BE OFFERED OR SOLD PUBLICLY IN MEXICO. THE FUND
AND ANY UNDERWRITER OR PURCHASER MAY OFFER AND SELL THE SHARES IN THE FUND IN
MEXICO, TO INSTITUTIONAL AND ACCREDITED INVESTORS, ON A PRIVATE PLACEMENT BASIS,
PURSUANT TO ARTICLE 8 OF THE MEXICAN SECURITIES MARKET LAW.
NOTICE TO RESIDENTS OF MONACO
NO PUBLIC OFFERING OF SHARES IS BEING MADE TO INVESTORS RESIDENT IN MONACO. SHARESARE BEING OFFERED ONLY TO A LIMITED NUMBER OF INSTITUTIONAL INVESTORS (I.E., DULY
LICENSED BANKS BY THE "AUTORITÉ DE CONTRÔLE PRUDENTIEL ET DE RÉSOLUTION" AND
PORTFOLIO MANAGEMENT COMPANIES BY VIRTUE OF LAW N°1.144 OF JULY 26, 1991), WHICH
HAVE SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BECAPABLE OF UNDERSTANDING AND ASSESSING THE RISKS AND MERITS OF THEIR INVESTMENT. THE
COMMISSION DE CONTRÔLE DES ACTIVITÉS FINANCIÈRES OF MONACO HAS NOT EXAMINED THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR OTHERWISE APPROVED OR AUTHORIZED THE
OFFERING OF SHARES IN THE FUND TO INVESTORS RESIDENT IN MONACO.
NOTICE TO RESIDENTS OF NEW ZEALAND254

NO PUBLIC OFFERING OF SHARES IS BEING MADE TO INVESTORS IN NEW ZEALAND. THE SHARESARE BEING OFFERED TO INVESTORS IN NEW ZEALAND PURSUANT TO EXEMPTIONS FROM THE
PROSPECTUS REQUIREMENTS UNDER THE SECURITIES ACT OF 1978. THE NEW ZEALAND FINANCIAL
MARKETS AUTHORITY HAS NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS
OR OTHERWISE APPROVED OR AUTHORIZED THE OFFERING OF THE SHARES TO INVESTORSRESIDENT IN NEW ZEALAND.
NOTICE TO RESIDENTS OF OMAN
THE INFORMATION CONTAINED IN THIS PROSPECTUS NEITHER CONSTITUTES A PUBLIC OFFER OF
SECURITIES IN THE SULTANATE OF OMAN AS CONTEMPLATED BY THE COMMERCIAL COMPANIESLAW OF OMAN (ROYAL DECREE 4/74) OR THE CAPITAL MARKET LAW OF OMAN (ROYAL DECREE
80/98), NOR DOES IT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF ANY OFFER TO BUY
NON-OMANI SECURITIES IN THE SULTANATE OF OMAN AS CONTEMPLATED BY ARTICLE 139 OF THE
EXECUTIVE REGULATIONS TO THE CAPITAL MARKET LAW (ISSUED VIDE CMA DECISION 1/2009).
ADDITIONALLY, THIS PROSPECTUS IS NOT INTENDED TO LEAD TO THE CONCLUSION OF ANYCONTRACT OF WHATSOEVER NATURE WITHIN THE TERRITORY OF THE SULTANATE OF OMAN.
ANY INVESTOR FROM OMAN, WHICH RECEIVES THIS PROSPECTUS, ACKNOWLEDGES THAT IT HAS
BEEN PROVIDED THE SAME ON THE BASIS OF THE INVESTOR'S:
A.

REQUEST;

B.

CONFIRMATION THAT THIS DOCUMENT WILL BE KEPT STRICTLY PRIVATE AND
CONFIDENTIAL; ANDC.

REPRESENTATION THAT HE/SHE IS A SOPHISTICATED INVESTOR (AS DESCRIBEDIN ARTICLE 139 OF THE EXECUTIVE REGULATIONS OF THE CAPITAL MARKET
LAW) AND HAS SUCH EXPERIENCE IN BUSINESS AND FINANCIAL MATTERS THATHE/SHE IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF ANINVESTMENT IN SECURITIES. THE INVESTOR ACKNOWLEDGES THAT AN
INVESTMENT IN SECURITIES IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF
RISK.

THIS PROSPECTUS, AND THE SHARES TO WHICH IT RELATES, MAY NOT BE ADVERTISED, MARKETED,
DISTRIBUTED OR OTHERWISE MADE AVAILABLE TO THE GENERAL PUBLIC IN OMAN. IN
CONNECTION WITH THE OFFERING OF THE SHARES, NO PROSPECTUS HAS BEEN REGISTERED WITH
OR APPROVED BY THE CENTRAL BANK OF OMAN, THE OMAN MINISTRY OF COMMERCE AND
INDUSTRY, THE OMAN CAPITAL MARKET AUTHORITY OR ANY OTHER REGULATORY BODY IN THE
SULTANATE OF OMAN. THE OFFERING AND SALE OF SHARES DESCRIBED IN THIS PROSPECTUS WILLNOT TAKE PLACE INSIDE OMAN. SHARES ARE BEING OFFERED ON A LIMITED PRIVATE BASIS, AND
DO NOT CONSTITUTE MARKETING, OFFERING OR SALES TO THE GENERAL PUBLIC IN OMAN.
THEREFORE, THIS PROSPECTUS IS STRICTLY PRIVATE AND CONFIDENTIAL, AND IS BEING ISSUED TO
A LIMITED NUMBER OF SOPHISTICATED INVESTORS, AND MAY NEITHER BE REPRODUCED, USED FOR
ANY OTHER PURPOSE, NOR PROVIDED TO ANY OTHER PERSON THAN THE INTENDED RECIPIENTHEREOF.
NOTICE TO RESIDENTS OF THE PHILIPPINESTHE SECURITIES BEING OFFERED OR SOLD HEREIN (THE SHARES) HAVE NOT BEEN REGISTERED WITH
THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES REGULATION CODE OF THE
PHILIPPINES. ANY FUTURE OFFER OR SALE THEREOF IS SUBJECT TO REGISTRATION REQUIREMENTS
UNDER THE CODE UNLESS SUCH OFFER OR SALE QUALIFIES AS AN EXEMPT TRANSACTION.
NOTICE TO RESIDENTS OF PEOPLE'S REPUBLIC OF CHINA

255

SHARES MAY NOT BE MARKETED, OFFERED OR SOLD DIRECTLY OR INDIRECTLY TO THE PUBLIC INCHINA AND NEITHER THIS PROSPECTUS, WHICH HAS NOT BEEN SUBMITTED TO THE CHINESE
SECURITIES AND REGULATORY COMMISSION, NOR ANY OFFERING MATERIAL OR INFORMATIONCONTAINED HEREIN RELATING TO SHARES, MAY BE SUPPLIED TO THE PUBLIC IN CHINA OR USED IN
CONNECTION WITH ANY OFFER FOR THE SUBSCRIPTION OR SALE OF SHARES TO THE PUBLIC INCHINA. SHARES MAY ONLY BE MARKETED, OFFERED OR SOLD TO CHINESE INSTITUTIONS WHICH
ARE AUTHORIZED TO ENGAGE IN FOREIGN EXCHANGE, BUSINESS AND OFFSHORE INVESTMENTFROM OUTSIDE CHINA. CHINESE INVESTORS MAY BE SUBJECT TO FOREIGN EXCHANGE CONTROLAPPROVAL AND FILING REQUIREMENTS UNDER THE RELEVANT CHINESE FOREIGN EXCHANGEREGULATIONS, AS WELL AS OFFSHORE INVESTMENT APPROVAL REQUIREMENTS.
NOTICE TO RESIDENTS OF QATARTHE SHARES DESCRIBED IN THIS PROSPECTUS HAVE NOT BEEN OFFERED, SOLD OR DELIVERED, AND
WILL NOT BE OFFERED, SOLD OR DELIVERED AT ANY TIME, DIRECTLY OR INDIRECTLY, IN THE STATEOF QATAR IN A MANNER THAT WOULD CONSTITUTE A PUBLIC OFFERING. THIS PROSPECTUS HASNOT BEEN REVIEWED OR REGISTERED WITH THE QATARI CENTRAL BANK OR ANY OTHER QATARIGOVERNMENT AUTHORITIES AND DOES NOT CONSTITUTE A PUBLIC OFFER OF SECURITIES IN THE
STATE OF QATAR UNDER QATARI LAW. THEREFORE, THIS PROSPECTUS IS STRICTLY PRIVATE AND
CONFIDENTIAL, AND IS BEING ISSUED TO A LIMITED NUMBER OF SOPHISTICATED INVESTORS, AND
MAY NEITHER BE REPRODUCED, USED FOR ANY OTHER PURPOSE, NOR PROVIDED TO ANY PERSONOTHER THAN THE INTENDED RECIPIENT HEREOF.
NOTICE TO RESIDENTS OF RUSSIAUNDER RUSSIAN LAW, SHARES MAY BE CONSIDERED SECURITIES OF A FOREIGN ISSUER. NEITHERTHE FUND NOR A SECURITIES PROSPECTUS IN RESPECT OF SHARES HAS BEEN, OR IS INTENDED TO
BE, REGISTERED WITH THE FEDERAL SERVICE FOR FINANCIAL MARKETS OF THE RUSSIAN
FEDERATION, AND HENCE SHARES IN THE FUND ARE NOT ELIGIBLE FOR ADVERTISING, INITIALPLACEMENT AND PUBLIC CIRCULATION IN THE RUSSIAN FEDERATION, AND MAY NOT BE OFFEREDTO INVESTORS THAT ARE NOT QUALIFIED INVESTORS WITHIN THE MEANING OF RUSSIAN LAW. THE
INFORMATION PROVIDED IN THIS PROSPECTUS (INCLUDING ANY AMENDMENT OR SUPPLEMENTTHERETO OR REPLACEMENT THEREOF) IS NOT AN OFFER, OR AN INVITATION TO MAKE OFFERS, TO
SELL, EXCHANGE OR OTHERWISE TRANSFER SHARES IN THE RUSSIAN FEDERATION TO OR FOR THE
BENEFIT OF ANY RUSSIAN PERSON OR ENTITY.
THIS PROSPECTUS IS NOT TO BE DISTRIBUTED OR REPRODUCED (IN WHOLE OR IN PART) IN THE
RUSSIAN FEDERATION BY THE RECIPIENTS OF THIS PROSPECTUS. THIS PROSPECTUS HAS BEEN
DISTRIBUTED ON THE UNDERSTANDING THAT ITS RECIPIENTS WILL ONLY PARTICIPATE IN THE ISSUE
OF SHARES IN THE FUND OUTSIDE THE RUSSIAN FEDERATION ON THEIR OWN ACCOUNT AND
UNDERTAKE NOT TO TRANSFER, DIRECTLY OR INDIRECTLY, THE SHARES TO THE PUBLIC IN THE
RUSSIAN FEDERATION.
NOTICE TO RESIDENTS OF SAUDI ARABIATHIS PROSPECTUS MAY NOT BE DISTRIBUTED IN THE KINGDOM OF SAUDI ARABIA EXCEPT TO SUCHPERSONS AS ARE PERMITTED UNDER THE OFFERS OF SECURITIES REGULATIONS ISSUED BY THE
CAPITAL MARKET AUTHORITY.
THE CAPITAL MARKET AUTHORITY DOES NOT MAKE ANY REPRESENTATION AS TO THE ACCURACY
OR COMPLETENESS OF THIS PROSPECTUS, AND EXPRESSLY DISCLAIMS ANY LIABILITY WHATSOEVER
FOR ANY LOSS ARISING FROM, OR INCURRED IN RELIANCE UPON, ANY PART OF THIS PROSPECTUS.
PROSPECTIVE PURCHASERS OF THE SHARES OFFERED HEREBY SHOULD CONDUCT THEIR OWN DUEDILIGENCE ON THE ACCURACY OF THE INFORMATION RELATING TO THE SECURITIES. IF YOU DO NOT

256

UNDERSTAND THE CONTENTS OF THIS PROSPECTUS YOU SHOULD CONSULT AN AUTHORIZEDFINANCIAL ADVISOR.
NOTICE TO RESIDENTS OF SINGAPORETHIS PROSPECTUS AND ANY OTHER MATERIAL IN CONNECTION WITH THE OFFER OR SALE IS NOT A
PROSPECTUS AS DEFINED IN THE SECURITIES AND FUTURES ACT, CHAPTER 289 OF SINGAPORE (THE
"SFA"). ACCORDINGLY, STATUTORY LIABILITY UNDER THE SFA IN RELATION TO THE CONTENT OFPROSPECTUSES WOULD NOT APPLY. YOU SHOULD CONSIDER CAREFULLY WHETHER THE
INVESTMENT IS SUITABLE FOR YOU.
THIS PROSPECTUS HAS NOT BEEN AND WILL NOT BE REGISTERED AS A PROSPECTUS WITH THE
MONETARY AUTHORITY OF SINGAPORE (THE "MAS") AND THIS OFFERING IS NOT REGULATED BYANY FINANCIAL SUPERVISORY AUTHORITY PURSUANT TO ANY LEGISLATION IN SINGAPORE. THE
FUND IS NOT AUTHORIZED OR RECOGNIZED BY THE MAS AND SHARES ARE NOT ALLOWED TO BE
OFFERED TO THE RETAIL PUBLIC. ACCORDINGLY, THIS PROSPECTUS AND ANY OTHER DOCUMENT
OR MATERIAL IN CONNECTION WITH THE OFFER OR SALE, OR INVITATION FOR SUBSCRIPTION OR
PURCHASE OF THE SHARES MAY NOT BE CIRCULATED OR DISTRIBUTED, NOR MAY THE SHARES BE
OFFERED OR SOLD, OR BE MADE THE SUBJECT OF AN INVITATION FOR SUBSCRIPTION OR
PURCHASE, WHETHER DIRECTLY OR INDIRECTLY, TO PERSONS IN SINGAPORE OTHER THAN (I) TO AN
INSTITUTIONAL INVESTOR UNDER SECTION 4A OF THE SFA; (II) TO A RELEVANT PERSON UNDERSECTION 305(1) OF THE SFA; (III) TO ANY PERSON PURSUANT TO AN OFFER REFERRED TO IN SECTION
305(2) OF THE SFA; OR (IV) OTHERWISE PURSUANT TO, AND IN ACCORDANCE WITH THE
CONDITIONS OF ANY OTHER APPLICABLE PROVISION OF THE SFA.
CERTAIN RESALE RESTRICTIONS APPLY TO THE OFFER AND INVESTORS ARE ADVISED TO ACQUAINT
THEMSELVES WITH SUCH RESTRICTIONS.
WHERE THE SHARES ARE SUBSCRIBED OR PURCHASED UNDER SECTION 305 OF THE SFA BY A
RELEVANT PERSON WHICH IS:
A.

A CORPORATION (WHICH IS NOT AN ACCREDITED INVESTOR (AS DEFINED IN
SECTION 4A OF THE SFA)) THE SOLE BUSINESS OF WHICH IS TO HOLDINVESTMENTS AND THE ENTIRE SHARE CAPITAL OF WHICH IS OWNED BY ONE
OR MORE INDIVIDUALS, EACH OF WHOM IS AN ACCREDITED INVESTOR; ORB.

A TRUST (WHERE THE TRUSTEE IS NOT AN ACCREDITED INVESTOR) WHOSE SOLEPURPOSE IS TO HOLD INVESTMENTS AND EACH BENEFICIARY OF THE TRUST IS
AN INDIVIDUAL WHO IS AN ACCREDITED INVESTOR.

SHARES, DEBENTURES AND UNITS OF SHARES AND DEBENTURES OF THAT CORPORATION OR THE
BENEFICIARIES' RIGHTS AND INTEREST (HOWSOEVER DESCRIBED) IN THAT TRUST SHALL NOT BE
TRANSFERRED WITHIN SIX (6) MONTHS AFTER THAT CORPORATION OR THAT TRUST HAS ACQUIREDTHE SHARES PURSUANT TO AN OFFER MADE UNDER SECTION 305 EXCEPT:A.

TO AN INSTITUTIONAL INVESTOR OR TO A RELEVANT PERSON DEFINED IN
SECTION 305(5) OF THE SFA, OR TO ANY PERSON PURSUANT TO AN OFFER THAT
IS MADE ON TERMS THAT SUCH SHARES, DEBENTURES AND UNITS OF SHARESAND DEBENTURES OF THAT CORPORATION OR SUCH RIGHTS AND INTEREST IN
THAT TRUST ARE ACQUIRED AT A CONSIDERATION OF NOT LESS THAN $200,000(OR ITS EQUIVALENT IN A FOREIGN CURRENCY) FOR EACH TRANSACTION,
WHETHER SUCH AMOUNT IS TO BE PAID FOR IN CASH OR BY EXCHANGE OFSECURITIES OR OTHER ASSETS, AND FURTHER FOR CORPORATIONS, IN
ACCORDANCE WITH THE CONDITIONS SPECIFIED IN SECTION 275 OF THE SFA;B.

WHERE NO CONSIDERATION IS OR WILL BE GIVEN FOR THE TRANSFER; OR
257

C.

WHERE THE TRANSFER IS BY OPERATION OF LAW.

NOTICE TO RESIDENTS OF SOUTH AFRICA
THIS PROSPECTUS IS FOR INFORMATION PURPOSES ONLY AND SHOULD NOT BE SEEN AS AN OFFER
TO SELL OR AN INVITATION TO INVEST. IT IS THE RESPONSIBILITY OF ANY PERSON IN POSSESSION
OF THIS DOCUMENT TO INFORM THEMSELVES OF, AND OBSERVE, ANY APPLICABLE LAWS AND
REGULATIONS OF THE RELEVANT JURISDICTION. PERFORMANCE INDICATED IS HISTORICAL, THE
VALUE OF INVESTMENT AND RETURNS MAY ACCORDINGLY FLUCTUATE. HISTORICALPERFORMANCE IS NOT NECESSARILY AN INDICATION OF FUTURE PERFORMANCE. RETURNS ARENOT GUARANTEED. THERE IS A RISK ASSOCIATED WITH THE INVESTMENT IN FINANCIAL PRODUCTS
AND YOU MAY LOSE MORE THAN YOUR INITIAL INVESTMENT. ACCORDINGLY, INVESTMENTSSHOULD BE CONSIDERED BY EXPERIENCED INVESTORS.
THE INFORMATION CONTAINED IN THIS PROSPECTUS IS OF A FACTUAL NATURE ONLY AND IS NOTINTENDED TO CANVASS INVESTMENT IN, MARKET, ADVERTISE OR PROMOTE ANY PRODUCT ORSERVICE.
THIS PROSPECTUS HAS BEEN PRESENTED TO TARGETED, NAMED INDIVIDUALS ON A PRIVATE BASISFOR INFORMATION PURPOSES ONLY. AS SUCH, IT IS NOT ADDRESSED TO MEMBERS OF THE PUBLICAS DEFINED IN THE COLLECTIVE INVESTMENT SCHEMES CONTROL ACT. IF THIS DOCUMENT IS IN
THE POSSESSION OF ANYONE WHO IS A MEMBER OF THE PUBLIC AS DEFINED IN THE COLLECTIVEINVESTMENT SCHEMES CONTROL ACT, OR ANY PERSON OTHER THAN THE PERSON NAMED
HEREON, IT IS INVALID AND SHOULD BE RETURNED IMMEDIATELY TO THE FUND.
NOTICE TO RESIDENTS OF SOUTH KOREA
NEITHER THE FUND NOR ANY OF ITS AFFILIATE IS MAKING ANY REPRESENTATION WITH RESPECT TO
THE ELIGIBILITY OF ANY RECIPIENTS OF THIS PROSPECTUS TO ACQUIRE THE SHARES UNDER THE
LAWS OF KOREA, INCLUDING, BUT WITHOUT LIMITATION, THE FOREIGN EXCHANGE TRANSACTION
LAW AND REGULATIONS THEREUNDER. THE SHARES ARE REGISTERED WITH THE FINANCIAL
SUPERVISORY COMMISSION OF KOREA FOR PRIVATE PLACEMENT AND BEING OFFERED AND SOLD
IN KOREA ONLY TO PERSONS PRESCRIBED BY ARTICLE 301, PARAGRAPH 2 OF THE ENFORCEMENTDECREE OF THE FINANCIAL INVESTMENT SERVICES AND CAPITAL MARKETS ACT, AND NONE OF THE
SHARES MAY BE OFFERED, SOLD OR DELIVERED, OR OFFERED OR SOLD TO ANY PERSON FOR REOFFERING OR RESALE, DIRECTLY OR INDIRECTLY, IN KOREA OR TO ANY RESIDENT OF KOREA EXCEPTPURSUANT TO APPLICABLE LAWS AND REGULATIONS OF KOREA. FURTHERMORE, SHARES MAY NOTBE RE-SOLD TO KOREAN RESIDENTS UNLESS THE PURCHASER OF THE SHARES COMPLIES WITH ALL
APPLICABLE REGULATORY REQUIREMENTS (INCLUDING, BUT NOT LIMITED TO, GOVERNMENTAL
APPROVAL REQUIREMENTS UNDER THE FOREIGN EXCHANGE TRANSACTION LAW AND ITSSUBORDINATE DECREES AND REGULATIONS) IN CONNECTION WITH PURCHASE OF THE SHARES.
NOTICE TO RESIDENTS OF SWITZERLANDSWITZERLAND – GENERAL INFORMATIONTHIS PROSPECTUS DOES NOT CONSTITUTE A PROSPECTUS PURSUANT TO THE COLLECTIVEINVESTMENT SCHEMES ACT DATED 23 JUNE 2006 AS AMENDED (THE "CISA") OR THE FINANCIALSERVICES ACT DATED 15 JUNE 2018 AS AMENDED (THE "FINSA") AND MAY NOT COMPLY WITH THE
INFORMATION STANDARDS REQUIRED THEREUNDER. THE SHARES IN THE FUND WILL NOT BE
LISTED ON THE SIX SWISS EXCHANGE OR ANOTHER SWISS EXCHANGE AND CONSEQUENTLY THE
INFORMATION PRESENTED IN THIS PROSPECTUS DOES NOT NECESSARILY COMPLY WITH THE
STANDARDS SET OUT IN THE RELEVANT LISTING RULES.
THE DOCUMENTATION OF THE FUND HAS NOT BEEN APPROVED BY THE SWISS FINANCIAL MARKET
SUPERVISORY AUTHORITY ("FINMA") FOR DISTRIBUTION TO NON-QUALIFIED INVESTORS. THE
258

FUND ONLY CAN BE OFFERED TO INSTITUTIONAL AND PROFESSIONAL INVESTORS WITHIN THE
MEANING OF ART. 4 (3)-(5) FINSA, AS WELL AS HNWI, PRIVATE INVESTMENT STRUCTURES CREATEDFOR THEM WITH OPTING-OUT AS DEFINED IN ARTICLE 5 PARAGRAPH 1 FINSA AND RETAILINVESTORS WITHIN THE MEANING OF ART. 103ter CISA (QUALIFIED INVESTORS).
INVESTORS DO NOT BENEFIT FROM SUPERVISION BY FINMA. AN INVESTMENT IN THE FUND IS
THEREFORE ONLY AVAILABLE TO, AND ANY ADVERTISING IS ONLY DIRECTED AT, INSTITUTIONAL
AND PROFESSIONAL CLIENTS ACCORDING TO FINSA AND RETAIL INVESTORS WITHIN THE MEANINGOF ART. 103ter CISA. THEREFORE, AN INVESTMENT IN THE FUND MAY CARRY HIGHER LEVELS OFRISKS. THIS PROSPECTUS MAY ONLY BE USED BY THOSE PERSONS TO WHOM IT HAS BEEN
DELIVERED IN CONNECTION WITH THE SHARES OF THE FUND AND MAY NEITHER BE COPIED,
DIRECTLY/INDIRECTLY DISTRIBUTED, NOR MADE AVAILABLE TO OTHER PERSONS. THIS PROSPECTUS
DOES NOT CONSTITUTE INVESTMENT ADVICE.
THE REPRESENTATIVE IN SWITZERLAND IS:
MONT-FORT FUNDS AG
63 CHEMIN PLAN-PRA
1936 VERBIERSWITZERLAND
THE PAYING AGENT IN SWITZERLAND IS:
HELVETISCHE BANK AG
SEEFELDSTRASSE 215
CH-8008 ZURICH
SWITZERLANDSWITZERLAND – LOCATION WHERE THE RELEVANT DOCUMENTS MAY BE OBTAINEDTHE PROSPECTUS, THE ARTICLES OF ASSOCIATION AS WELL AS THE ANNUAL REPORTS AND OTHERSHAREHOLDER REPORTS MAY BE OBTAINED FREE OF CHARGE FROM THE SWISS REPRESENTATIVE.
SWITZERLAND – PAYMENT OF RETROCESSIONS AND REBATESTHE FUND AND ITS AGENTS DO NOT CURRENTLY PAY ANY RETROCESSIONS TO THIRD PARTIES AS
REMUNERATION FOR DISTRIBUTION ACTIVITY IN RESPECT OF SHARES IN OR FROM SWITZERLAND.
THE FUND AND ITS AGENTS MAY, UPON REQUEST, PAY REBATES OR THEIR EQUIVALENT DIRECTLYTO INVESTORS. THE PURPOSE OF REBATES IS TO REDUCE THE FEES OR COSTS INCURRED BY THE
INVESTOR IN QUESTION.
REBATES ARE PERMITTED PROVIDED THAT:A.

THEY ARE PAID FROM FEES RECEIVED BY THE FUND AND THEREFORE DO NOTREPRESENT AN ADDITIONAL CHARGE ON THE FUND ASSETS;

B.

THEY ARE GRANTED ON THE BASIS OF OBJECTIVE CRITERIA; ANDC.

ALL INVESTORS WHO MEET THESE OBJECTIVE CRITERIA AND DEMAND REBATESARE ALSO GRANTED THESE WITHIN THE SAME TIMEFRAME AND TO THE SAMEEXTENT.

THE OBJECTIVE CRITERIA FOR THE GRANTING OF REBATES ARE AS FOLLOWS:A.

THE SIZE OF THE INVESTOR'S COMMITMENT TO THE FUND; OR

259

B.

INVESTING BY FIRST CLOSE.

FOR ADDITIONAL INFORMATION PLEASE REFER TO THE SECTIONS TITLED Part VI (SUMMARY OF
PRINCIPAL TERMS – MANAGEMENT FEE AND OTHER FUND FEES) AND PART X (FEES AND EXPENSES
OF THE SUB-FUND) IN THE SUB-FUND SUPPLEMENT. AT THE REQUEST OF THE INVESTOR, THE FUND
MUST DISCLOSE THE AMOUNTS OF SUCH REBATES FREE OF CHARGE.
SWITZERLAND – PLACE OF PERFORMANCE AND JURISDICTION
IN RESPECT OF THE SHARES OFFERED IN SWITZERLAND, THE PLACE OF PERFORMANCE IS THE
REGISTERED OFFICE OF THE REPRESENTATIVE. THE PLACE OF JURISDICTION IS AT THE REGISTERED
OFFICE OF THE REPRESENTATIVE OR AT THE REGISTERED OFFICE OR PLACE OF RESIDENCE OF THE
INVESTOR.
NOTICE TO RESIDENTS OF TAIWANSHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED OR FILED WITH, OR APPROVED BY, THE
FINANCIAL SUPERVISORY COMMISSION OF TAIWAN AND/OR OTHER REGULATORY AUTHORITY OR
AGENCY OF REPUBLIC OF CHINA (TAIWAN) ("FSC") PURSUANT TO RELEVANT SECURITIES LAWS AND
REGULATIONS OF TAIWAN AND MAY NOT BE ISSUED, OFFERED OR SOLD WITHIN TAIWAN THROUGH
A PUBLIC OFFERING OR IN CIRCUMSTANCES WHICH CONSTITUTE AN OFFER WITHIN THE MEANINGOF THE SECURITIES AND EXCHANGE ACT OF TAIWAN THAT REQUIRES A REGISTRATION, FILING OR
APPROVAL OF THE FSC AND/OR OTHER REGULATORY AUTHORITY OR AGENCY OF TAIWAN.
PROSPECTIVE INVESTORS SHOULD REVIEW THE FINANCIAL INFORMATION AND RELEVANT
DOCUMENTS, CONSULT WITH AN INDEPENDENT CONSULTANT, AND BE PREPARED TO BEAR THE
RISKS OF THIS INVESTMENT. INVESTORS WITHIN THE TERRITORY OF TAIWAN ARE REQUIRED TO
MEET CERTAIN REQUIREMENTS AND CONDITIONS PROMULGATED BY THE FSC.
NOTICE TO RESIDENTS OF THAILAND
THIS PROSPECTUS AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AND IS NOTINTENDED TO CONSTITUTE AN OFFER OF SECURITIES UNDER THE LAWS OF THAILAND AND
ACCORDINGLY SHOULD NOT BE CONSTRUED AS SUCH. THE FUND AND ANY OTHER PRODUCTS ORSERVICES REFERENCED IN THIS PROSPECTUS MAY NOT BE LICENSED IN ALL JURISDICTIONS AND
THEY ARE NOT LICENSED IN THAILAND, AND UNLESS OTHERWISE INDICATED, NO REGULATOR OR
GOVERNMENT AUTHORITY HAS REVIEWED THIS PROSPECTUS OR THE MERITS OF THE PRODUCTS
AND SERVICES REFERENCED THEREIN. THIS PROSPECTUS AND THE INFORMATION CONTAINEDTHEREIN HAS BEEN MADE AVAILABLE IN ACCORDANCE WITH THE RESTRICTIONS AND/OR
LIMITATIONS IMPLEMENTED BY ANY APPLICABLE LAWS AND REGULATIONS. THIS PROSPECTUS IS
DIRECTED AT AND INTENDED FOR INSTITUTIONAL INVESTORS, UHNW INVESTORS AND/ORQUALIFIED INVESTORS (AS SUCH TERM IS DEFINED IN EACH JURISDICTION INCLUDING THAILAND IN
WHICH THE FUND IS MARKETED). THIS PROSPECTUS IS PROVIDED ON A CONFIDENTIAL BASIS FORINFORMATIONAL PURPOSES ONLY AND MAY NOT BE REPRODUCED IN ANY FORM. BEFORE ACTING
ON ANY INFORMATION IN THIS PROSPECTUS, PROSPECTIVE INVESTORS SHOULD INFORM
THEMSELVES OF AND OBSERVE ALL APPLICABLE LAWS, RULES AND REGULATIONS OF THAILAND
AND OBTAIN INDEPENDENT ADVICE IF REQUIRED. THIS PROSPECTUS IS FOR THE USE OF THE NAMED
ADDRESSEE ONLY (AND IN THAILAND, SUCH PERSON WILL BE AN INSTITUTIONAL INVESTOR OR
UHNW INVESTOR ONLY) AND SHOULD NOT BE GIVEN, FORWARDED OR SHOWN TO ANY OTHERPERSON (OTHER THAN EMPLOYEES, AGENTS OR CONSULTANTS IN CONNECTION WITH THE
ADDRESSEE’S CONSIDERATION THEREOF).
NOTICE TO RESIDENTS OF TURKEYNO INFORMATION IN THIS MEMORANDUM IS PROVIDED FOR THE PURPOSE OF OFFERING,
MARKETING AND SALE BY ANY MEANS OF ANY CAPITAL MARKET INSTRUMENTS IN THE REPUBLIC260

OF TURKEY. THEREFORE, THIS MEMORANDUM MAY NOT BE CONSIDERED AS AN OFFER MADE OR
TO BE MADE TO RESIDENTS OF THE REPUBLIC OF TURKEY. ACCORDINGLY, NEITHER THISMEMORANDUM NOR ANY OTHER OFFERING MATERIAL RELATED TO THE OFFERING MAY BE
UTILISED IN CONNECTION WITH ANY OFFERING TO THE PUBLIC WITHIN THE REPUBLIC OF TURKEYWITHOUT THE PRIOR APPROVAL OF THE TURKISH CAPITAL MARKET BOARD. HOWEVER, ACCORDINGTO ARTICLE 15 (D) (II) OF THE DECREE NO. 32 THERE IS NO RESTRICTION ON THE PURCHASE OR SALE
OF THE OFFERED SHARES BY RESIDENTS OF THE REPUBLIC OF TURKEY, PROVIDED THAT: THEY
PURCHASE OR SELL SUCH OFFERED SHARES IN THE FINANCIAL MARKETS OUTSIDE OF THE REPUBLICOF TURKEY; AND SUCH SALE AND PURCHASE IS MADE THROUGH BANKS, AND/OR LICENSEDBROKERAGE INSTITUTIONS IN THE REPUBLIC OF TURKEY.
NOTICE TO RESIDENTS OF UKRAINEUNDER UKRAINIAN LAW, SHARES MAY BE REGARDED AS SECURITIES OF A FOREIGN ISSUER. SHARESIN THE FUND ARE NOT ELIGIBLE FOR INITIAL OFFERING AND PUBLIC CIRCULATION IN UKRAINE.
NEITHER THE ISSUANCE OF SHARES IN THE FUND NOR AN INFORMATION PROSPECTUS IN RESPECT
OF THE SHARES HAS BEEN, OR IS INTENDED TO BE, REGISTERED WITH THE COMMISSION FOR
SECURITIES AND THE STOCK MARKET OF UKRAINE. THE INFORMATION PROVIDED IN THISPROSPECTUS IS NOT AN OFFER, OR AN INVITATION TO MAKE AN OFFER, OR TO SELL, EXCHANGE OR
OTHERWISE TRANSFER SHARES IN UKRAINE.
NOTICE TO RESIDENTS OF UNITED ARAB EMIRATESTHE OFFERING OF THE SHARES HAS NOT BEEN APPROVED OR LICENSED BY THE UAE CENTRAL BANK,THE UAE SECURITIES AND COMMODITIES AUTHORITY (“SCA”), THE DUBAI FINANCIAL SERVICESAUTHORITY (“DFSA”), THE FINANCIAL SERVICES REGULATORY AUTHORITY (“FSRA”) OR ANY OTHER
RELEVANT LICENSING AUTHORITIES IN THE UAE, AND ACCORDINGLY DOES NOT CONSTITUTE A
PUBLIC OFFER OF SECURITIES IN THE UAE IN ACCORDANCE WITH THE COMMERCIAL COMPANIESLAW, FEDERAL LAW NO. 32 OF 2021, THE SCA’S FINANCIAL ACTIVITIES RULEBOOK AND
MECHANISMS OF ADJUSTMENT OR OTHERWISE. ACCORDINGLY, THE SHARES MAY NOT BE OFFEREDTO THE PUBLIC IN THE UAE (INCLUDING THE DUBAI INTERNATIONAL FINANCIAL CENTRE (“DIFC”)
AND THE ABU DHABI GLOBAL MARKET (“ADGM”)).
THIS PROSPECTUS IS STRICTLY PRIVATE AND CONFIDENTIAL AND IS BEING ISSUED TO A LIMITEDNUMBER OF INVESTORS:A.

WHO FALL WITHIN WITH THE EXCEPTIONS TO THE SCA’S FINANCIAL ACTIVITIESRULEBOOK AND MECHANISMS OF ADJUSTMENT;B.

UPON THEIR REQUEST AND CONFIRMATION THAT THEY UNDERSTAND THAT
THE FUND HAS NOT BEEN APPROVED OR LICENSED BY OR REGISTERED WITH
THE UAE CENTRAL BANK, THE SCA, DFSA, FSRA OR ANY OTHER RELEVANT
LICENSING AUTHORITIES OR GOVERNMENTAL AGENCIES IN THE UAE; ANDC.

TO THE NAMED ADDRESSEE ONLY, WHO HAS SPECIFICALLY REQUESTED IT, AND
SHOULD NOT BE GIVEN OR SHOWN TO ANY OTHER PERSON (OTHER THANEMPLOYEES, AGENTS OR CONSULTANTS IN CONNECTION WITH THE
ADDRESSEE’S CONSIDERATION THEREOF), AND MUST NOT BE PROVIDED TO
ANY PERSON OTHER THAN THE ORIGINAL RECIPIENT, AND MAY NOT BEREPRODUCED OR USED FOR ANY OTHER PURPOSE.

261

Appendix 2
RATES FOR AFFILIATED SERVICES
Service
GlobalCompany Secretarial, Accounting and
Administration Services$26,530 per entity per annum*
Luxembourg

Regulated Management Services

Nil – no fees shall be payable by the Sub-Fund to
the AIFM.
For the avoidance of doubt, a fee of 4 bps on net
asset value per annum shall be payable to the
AIF Manager in its capacity as alternative
investment fund manager to the Master Fund. A
fee may also be payable to the AIF Manager in
its capacity as alternative investment fundmanager to the Underlying Fund.

*Fee rate will be increased annually by 2%. Fees are quoted in U.S. dollars but will be converted
annually to local currency at the currency conversion rate specified by one or more banking
institutions as of the end of the first Business Day in January of each year. If only one of (i) company
secretarial; or (ii) accounting and administration services are provided to an entity instead of both
services, the fee payable for such services will be half of the total fee.

262

Appendix 3
SFDR DISCLOSURES
Template pre-contractual disclosure for the financial products referred to in Article 8,paragraphs 1, 2 and 2a, of Regulation (EU) 2019/2088 and Article 6, first paragraph, ofRegulation (EU) 2020/852 (the "Taxonomy")
Sustainable
investment means
an investment in an
economic activity
that contributes toan environmental
or social objective,
provided that theinvestment does
not significantly
harm anyenvironmental orsocial objective andthat the investee
companies follow
good governancepractices.
The EU Taxonomy
is a classification
system laid downin Regulation (EU)2020/852,
establishinga list ofenvironmentally
sustainableeconomic
activities. That
Regulation does
not lay down a listof sociallysustainableeconomic activities.
Sustainable
investments withan environmental
objective might bealigned with theTaxonomy or not.

Product name: Brookfield Oaktree Wealth Solutions Alternative Funds S.A. SICAV-UCI PartII - Brookfield Infrastructure Income Fund (the "Sub-Fund")Environmental and/or social characteristics
Does this financial product have a sustainable investment objective?

☐

☒

Yes

☐ It will make a minimum ofsustainable investments with anenvironmental objective:___%☐ in economic activities that qualify asenvironmentally sustainable under
the EU Taxonomy☐ in economic activities that do notNo☐ It promotes Environmental/Social(E/S) characteristics and while it does
not have as its objective a sustainable
investment, it will have a minimum
proportion of ____% of sustainable
investments☐ with an environmental objective ineconomic activities that qualify asenvironmentally sustainable under the
EU Taxonomy

qualify as environmentally
sustainable under the EU Taxonomy☐ with an environmental objective ineconomic activities that do not qualify asenvironmentally sustainable under the
EU Taxonomy☐ with a social objective☐ It will make a minimum ofsustainable investments with asocial objective: %☒ It promotes E/S characteristics, but will
not make any sustainable
investments

What environmental and/or social characteristics are promoted by this financial product?
Sustainability
indicators
measure how theenvironmental orsocialcharacteristics
promoted by thefinancial productare attained.

Certain of the Sub-Fund's investments (in whole or in part) seek to promote the following
environmental and social characteristics and these are therefore deemed to be the Sub-Fund's
promoted environmental and social characteristics (see 'What is the asset allocation planned for thisfinancial product?' below):•

Mitigate the impact of their operations on the environment and/or, where the opportunity
allows, seek to invest in businesses that the AIFM believes will support the transition to netzero•

Ensure the well-being and safety of employees

263

•

Uphold strong governance practices

The AIFM will make commercially reasonable efforts to ensure that the operations of the relevant
assets are managed in a manner consistent with the characteristics listed above. For investments
where the AIFM does not have economic control or influence (including scenarios where the SubFund makes an investment that is not an equity control investment), the AIFM will seek to engage
with the investee company to share its views or best practices.
By reference to the planned asset allocation of the Sub-Fund (below), other assets may not yet
promote the environmental and social characteristics above, and will therefore not be deemed to alignwith the environmental and social characteristics of the Sub-Fund.
In the AIFM's complete discretion, the AIFM may, over time, choose to update the environmental
and/or social characteristics of the Sub-Fund; and/or deem a proportion of Fund investments aspromoting these new environmental and/or social characteristics; and/or adjust the planned asset
allocation in respect of existing environmental and/or social characteristics of the Sub-Fund, in eachcase in order to reflect the AIFM's view on or approach to the underlying investments at the relevanttime. The effect of such an update may result in changes to the environmental and/or social
characteristics promoted by the Sub-Fund and/or changes to the total number and/or percentage ofinvestments which are considered to meet the environmental and social characteristics of the SubFund (as specified in 'What is the asset allocation planned for this financial product?' below).
The AIFM reserves the right to amend or suspend these characteristics in its discretion where it isreasonable in certain circumstances, for example to comply with a legal or regulatory obligation.
Reference Benchmark
No index has been designated as a reference benchmark for the Sub-Fund.

What sustainability indicators are used to measure the attainment of each of
the environmental or social characteristics promoted by this financial
product?
The AIFM will use the following sustainability indicators to measure the attainment of the
Sub-Fund's environmental and social characteristics. These sustainability indicators shall bemonitored and reported using data and calculations as the AIFM may reasonably determine
from time to time:•

Proportion of investments that are aligned with the Sub-Fund's
environmental and social characteristics: As noted above, only certain
investments will be deemed to contribute to the Sub-Fund's promoted
environmental and social characteristics. The AIFM will periodically report the
number of investments that are aligned (in whole or in part) with the Sub-Fund's
promoted environmental and social characteristics. As noted above, where the
Sub-Fund makes an investment that is not an equity control investment, the AIFM
will seek to engage with the investee company to share its values or best practices,and such investments may still be deemed to align with the Sub-Fund's
environmental and social characteristics.

•

For those investments that are aligned (in whole or in part) with the Sub-Fund's
environmental and social characteristics, depending on whether the investment is
an equity or debt investment, the following sustainability indicators shall bemonitored and reported:

264

o

o

o

Environmental indicators:


Equity: Exposure to fossil fuels and renewable energy sectors,
and measurement of our controlled businesses’ greenhouse gas
emissions on a Scope 1 and Scope 2 basis, by sector.



Debt: Exposure to fossil fuels and renewable energy sectors, andestimate of a sponsor’s greenhouse gas emissions on a Scope 1
and Scope 2 basis, on a commercially reasonable efforts basis,by sector.

Social indicators:


Equity: Establishing and maintaining the highest health andsafety standards with the aim of achieving the target of zero
serious safety incidents.

Debt: Engagement with sponsors to understand ongoing
maintenance and implementation of the highest health and safety
standards with the aim of achieving the target of zero serious
safety incidents.

Governance indicators:


Equity: Achieve high level of engagement on governance policies
and strive to achieve zero material cybersecurity and anti-bribery
and corruption (ABC) incidents.

Debt: Achieve engagement on governance policies and strive toencourage borrowers to achieve zero material cybersecurity and
ABC incidents.

The AIFM will monitor the progress of these indicators through the collection and monitoringof available metrics on a commercially reasonable efforts basis and (for equity investments)
through engagement with the portfolio company. The output of this monitoring (and, where
relevant, engagement) shall be reported by the AIFM using narrative disclosure and/or
quantitative data, as it shall determine in its discretion. The AIFM will use commerciallyreasonable efforts to obtain the information necessary to report the sustainability indicators
to investors, however it may not be practicable to do so in all instances across all
investments, including where the Sub-Fund does not hold an equity control position (in whichcase, the AIFM will decide on the appropriate course of action to take, which may include
using third party or proxy data, in its complete discretion).
Further ESG-related key performance indicators may be provided to investors over time
although these may or may not be classified as 'sustainability indicators' for these purposes,in the AIFM's discretion.

What are the objectives of the sustainable investments that the financial
product partially intends to make and how does the sustainable investment
contribute to such objectives?
Not applicable – the Sub-Fund does not commit to making a minimum share of sustainable
investments.

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Principal adverse
impacts are themost significant
negative impacts ofinvestment
decisions onsustainability
factors relating toenvironmental,social andemployee matters,
respect for humanrights, anti‐
corruption and anti‐
bribery matters.

How do the sustainable investments that the financial product partiallyintends to make, not cause significant harm to any environmental or social
sustainable investment objective?
Not applicable – the Sub-Fund does not commit to making a minimum share of sustainable
investments.

How have the indicators for adverse impacts on sustainability factors been taken
into account?
Not applicable – the Sub-Fund does not commit to making a minimum share of sustainable
investments.

How are the sustainable investments aligned with the OECD Guidelines forMultinational Enterprises and the UN Guiding Principles on Business and Human
Rights? Details:
Not applicable – the Sub-Fund does not commit to making a minimum share of sustainable
investments.

The EU Taxonomy sets out a “do not significant harm” principle by which
Taxonomy-aligned investments should not significantly harm EU Taxonomy
objectives and is accompanied by specific EU criteria.
The “do no significant harm” principle applies only to those investments underlying
the financial product that take into account the EU criteria for environmentally
sustainable economic activities. The investments underlying the remaining portionof this financial product do not take into account the EU criteria for environmentally
sustainable economic activities.
Any other sustainable investments must also not significantly harm any
environmental or social objectives.

Does this financial product consider principal adverse impacts onsustainability factors?

☐

Yes

☒

No

What investment strategy does this financial product follow?
The investment
strategy guides
investment
decisions basedon factors such as
investment
objectives and risk
tolerance.

The Sub-Fund provides investors access to Brookfield’s leading private infrastructure capabilities ina structure which seeks to offer periodic liquidity to investors. The Sub-Fund is managed by
Brookfield’s global infrastructure, renewable power and transition business (collectively, “Brookfield
Infrastructure”), one of the world’s largest specialized investors in infrastructure. The Sub-Fundleverages Brookfield’s broad investment and operating expertise developed over Brookfield’s morethan 100-year history of owning and operating long-life infrastructure assets.

266

Good governancepractices include
soundmanagement
structures,
employeerelations,
remuneration ofstaff and tax
compliance.

The Sub-Fund has been designed to deliver strong risk-adjusted returns with a focus on yield. The
Sub-Fund provides investors with exposure to private infrastructure assets by investing in both theequity and debt of high-quality infrastructure businesses. These assets generally provide essential
services with inelastic demand, have high barriers to entry, and sustainable, long-term cash flows,
often linked to inflation, among other attractive investment characteristics.
The Private Portfolio (as defined in the Sub-Fund Supplement) invests in opportunities sourced by
Brookfield’s infrastructure platform that meet the Sub-Fund’s target investment objectives. The SubFund seeks to be diversified by sector and geography and target regions and sectors in which
Brookfield has established operations and significant expertise. The Sub-Fund primarily focuses oninvestment opportunities within Organisation for Economic Co-operation and Development countries
and where Brookfield Infrastructure has a local operating presence. Additionally, the Sub-Fund targets
sectors in which Brookfield has established operations and significant expertise – primarily thetransport, renewable power, utilities, midstream and data sectors.
The majority of the Sub-Fund’s private infrastructure equity investments are expected to be
operational with limited development or greenfield exposure, while the Sub-Fund’s private
infrastructure debt investments are expected to be performing loans. To allow the Sub-Fund to offer
monthly subscriptions and quarterly redemptions, the Sub-Fund has a Liquid Portfolio (as defined in
the Sub-Fund Supplement), which will consist of public infrastructure securities––primarily the publicly
traded debt of infrastructure companies.

What are the binding elements of the investment strategy used to select theinvestments to attain each of the environmental or social characteristics
promoted by this financial product?
As noted above, only certain investments will be deemed to contribute to the Sub-Fund's
promoted environmental and social characteristics. The AIFM will periodically report the
number of investments that are aligned with the Sub-Fund's promoted environmental andsocial characteristics.
In relation to those investments that are used to attain the environmental and social
characteristics promoted by the Sub-Fund:•The Investment Committee ("IC") is central to investment decision making for the
Sub-Fund. For every investment decision, the IC will receive an investment
Prospectus which will either: (1) explain how the investment is in renewable poweror other sectors or businesses that contribute to the transition to “net zero”,
contributing to continued generation and development of clean energy generation;or (2) explain why the investment is not and justify how and why the investment
otherwise meets the Sub-Fund's investment objectives.

•

In addition to the above, the AIFM utilizes negative screens as it contemplates
potential investments for this part of the Sub-Fund. In respect of such investments,
the Sub-Fund does not intend to invest in businesses whose primary businessactivities, and/or make loans secured by assets whose primary business activities,
involve controversial weapons, production of thermal coal*, upstream explorationof fossil fuels or military weapons. This list is not exhaustive but depicts the negative
screens expected to be adopted by the Sub-Fund in respect of the investments forthis part of the Sub-Fund's portfolio. Whilst these screens seek to avoid investing
in investments which would undermine the environmental and social characteristicsof the product, the AIFM does not consider that they are, by themselves, a meansof attaining them.

267

*Refers to mining, producing, transporting, storing, burning or producing electricity using
thermal coal.

What is the committed minimum rate to reduce the scope of the investments
considered prior to the application of that investment strategy?
The Sub-Fund does not commit to a minimum rate to reduce the scope of the investments
considered prior to the application of its investment strategy.

What is the policy to assess good governance practices of the investee
companies?
The Sub-Fund will consider the good governance practices of investee companies. The SubFund considers "good governance" in accordance with established industry-wide standards,
including (but not necessarily limited to) those good governance criteria established under
the SFDR: sound management structures, employee remuneration, employee relations andtax compliance ("Good Governance Standards"). The nature and depth of the assessment
depends on the nature, type and structure of the investment and other risk factors (such as
the size, sector and geographic location of the investee company and whether the Sub-Fundholds or will hold an equity control position). However, at a minimum, information in respectof each topic will be sought and considered by the AIFM in its absolute discretion.
Assessment of Good Governance Standards may be achieved through a variety of due
diligence, ongoing portfolio management practices and controls and/or by other means (ineach case, to the extent relevant, dependent on the nature, type and structure of theinvestment, other risk factors and/or whether the Sub-Fund holds or will hold an equity
control position in the investment).
What is the asset allocation planned for this financial product?
Asset allocation
describes theshare ofinvestments inspecific assets.
Taxonomy-aligned
activities are
expressed as ashare of:– turnoverreflecting the shareof revenue fromgreen activities ofinvesteecompanies– capital
expenditure(CapEx) showing
the green
investments madeby investee
companies, e.g. fora transition to agreen economy.
– operational
expenditure(OpEx) reflecting
green operational
activities ofinvesteecompanies.

Please refer to the below diagram for a breakdown of the Sub-Fund's planned asset allocation andminimum share of investments aligned with environmental and social characteristics. All percentage
figures represent a percentage of the net asset value of the Sub-Fund.
The Sub-Fund is subject to diversification, geographic and other investment restrictions, as set out inpart "V. Summary of Principal Terms", sub-section "Investment Limitations" of the Sub-Fund
Supplement.
The Sub-Fund may utilize financial instruments such as forward contracts, options, warrants, swaps(including credit default swaps and total return swaps), caps, collars, floors and other derivatives toseek to hedge against fluctuations in the relative values of their assets as a result of changes incurrency exchange rates, market interest rates and public security prices. Such investments are notincluded in the planned asset allocation diagram below.

268

1A Sustainable –0% *#1 Aligned with
E/S characteristics
60%*

Investments#2 Other40%

1B Other E/Scharacteristics
100%

Taxonomy-aligned
0% *

Other
environmental
0%Social0%#1 Aligned with E/S characteristics includes the investments of the financial product used
to attain the environmental or social characteristics promoted by the financial product.

#2 Other includes the remaining investments of the financial product which are neitheraligned with the environmental or social characteristics, nor are qualified as sustainable
investments.

Enabling
activities directly
enable otheractivities to makea substantial
contribution to an
environmental
objective.
Transitional
activities areactivities for which
low-carbon
alternatives are
not yet available
and among others
have greenhousegas emission
levelscorresponding to
the best
performance.

* The asset allocation above specifies the long-term percentage of Fund investments that
the AIFM plans to align with the Sub-Fund's environmental and social characteristics (itself
based on the planned allocation to investments of the same types invested in by relevant
funds following the same investment strategy, and those relevant funds' associated SFDR
classifications). The Sub-Fund does not commit to making a minimum proportion ofsustainable investments or Taxonomy aligned investments – and these have therefore been
specified as zero per cent in the asset allocation chart. Other figures have been inputted into
the asset allocation chart accordingly. The relevant percentages are calculated as apercentage of the capital invested by the Sub-Fund. The actual percentages of investmentsin the Sub-Fund's portfolio that align with the Sub-Fund's environmental and social
characteristics may vary over time, and may be higher or lower than the planned investment
allocation. The percentage of investments in the Sub-Fund's portfolio that align with theenvironmental and social characteristics of the Sub-Fund at any given time may be lower
than the planned investment allocation figure, for example owing to the rate at which capitalis deployed and re-deployed; the realisation of investments and re-investment those
proceeds; the potential for investments which are aligned with the Sub-Fund's environmental
and social characteristics to be subject to changes in circumstances or status; any situation
involving a wind-down of the Sub-Fund; and a change in classification for a relevant fundwhich follows a similar investment strategy. The AIFM retains sole and absolute discretion
with regards to the timing and manner of the acquisition and disposal of investments for the
Sub-Fund and, where a qualification applies, will not undertake such activity solely with the
purpose of maintaining the percentages outlined above.

How does the use of derivatives attain the environmental or social characteristics promotedby the financial product?
It is not intended that the Sub-Fund will use derivatives to attain the Sub-Fund's promoted
environmental or social characteristics.
The Sub-Fund may utilize financial instruments such as forward contracts, options, warrants,
swaps (including credit default swaps and total return swaps), caps, collars, floors and otherderivatives to seek to hedge against fluctuations in the relative values of their assets as aresult of changes in currency exchange rates, market interest rates and public security
prices.

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To comply with the
EU Taxonomy, thecriteria for fossil gas
include limitations
on emissions andswitching to
renewable power or
low-carbon fuels by
the end of 2035. For
nuclear energy, thecriteria include
comprehensive
safety and waste
management rules.
Enabling activities
directly enable otheractivities to make a
substantial
contribution to an
environmental
objective.
Transitional
activities areactivities for which
low-carbon
alternatives are not
yet available andamong others havegreenhouse gas
emission levels
corresponding to thebest performance.

aresustainable
investments with anenvironmental
objective that do nottake into accountthe criteria forenvironmentally
sustainableeconomic activities
under the EU
Taxonomy.

To what minimum extent are sustainable investments with an environmental objectivealigned with the EU Taxonomy?
All investment decisions made in respect of the Sub-Fund will be taken in accordance with the SubFund's investment policy and investment objectives. The Sub-Fund does not at this stage commit to
making a minimum proportion of investments which qualify as environmentally sustainable under
Article 3 of the Taxonomy Regulation. If the Sub-Fund does make an investment that qualifies as"environmentally sustainable" for these purposes, given the nature of the Sub-Fund's investment
policy and investment objectives as set out above, it is expected that the relevant investment would
be likely to contribute to one or more of the prescribed environmental objectives under the Taxonomy
Regulation.
Accordingly, Brookfield expects that, in the short to medium term, the minimum extent to whichsustainable investments will be aligned with the EU Taxonomy is zero per cent. The Sub-Fund will
periodically disclose to Investors a description of how and to what extent investments underlying theSub-Fund are in economic activities that qualify as environmentally sustainable under Article 3 of theTaxonomy Regulation.

Does the financial product invest in fossil gas and/or nuclear energy related activities thatcomply with the EU Taxonomy 20?
Yes
In fossil gas
No

In nuclear energy

X

The two graphs below show in green the minimum percentage of investments that are alignedwith the EU Taxonomy. As there is no appropriate methodology to determine theTaxonomy-alignment of sovereign bonds*, the first graph shows the Taxonomy alignment inrelation to all the investments of the financial product including sovereign bonds, while thesecond graph shows the Taxonomy alignment only in relation to the investments of thefinancial product other than sovereign bonds.
1. Taxonomy-alignment of investments
including sovereign bonds*

2. Taxonomy-alignment of investments
excluding sovereign bonds*

Taxonomy-aligned
Fossil gas

Taxonomy-aligned
Fossil gas

x%0%

Taxonomy-aligned
Nuclear

Taxonomy-aligned
Nuclear

Taxonomy-aligned(no fossil gas &nuclear)Non Taxonomyaligned

Taxonomy-aligned(no fossil gas &nuclear)

100%

x% 0%

100%

Non Taxonomyaligned

20 Fossil gas and/or nuclear related activities will only comply with the EU Taxonomy where they contribute to limiting climate change("climate change mitigation") and do not significantly harm any EU Taxonomy objective – see explanatory note in the left hand margin.
The full criteria for fossil gas and nuclear energy economic activities that comply with the EU Taxonomy are laid down in Commission
Delegated Regulation (EU) 2022/1214.

270

This graph represents 100% of total investments.
* For the purpose of these graphs, ‘sovereign bonds’ consist of all sovereign exposures

What is the minimum share of investments in transitional and enabling
activities?
As noted above, the Sub-Fund does not commit to making a minimum proportion of
investments which qualify as environmentally sustainable under Article 3 of the Taxonomy
Regulation. Accordingly, it is anticipated that the minimum share of investments intransitional and enabling activities will be zero per cent.

What is the minimum share of sustainable investments with an environmental
objective that are not aligned with the EU Taxonomy?
Not applicable – as noted above, the Sub-Fund does not commit to making a minimum share ofsustainable investments.

What is the minimum share of socially sustainable investments?
Not applicable – the Sub-Fund does not commit to making a minimum share of sustainable
investments and so does not commit to making a minimum share of sustainable investments with asocial objective. Therefore, the minimum share of socially sustainable investments would be zero percent.

What investments are included under “#2 Other”, what is their purpose and are there
any minimum environmental or social safeguards?
Before any investment decisions are made on behalf of the Sub-Fund, Brookfield conducts a riskbased review to identify the material risks associated with the proposed investment, including material
environmental and/or social events or conditions that, if they occurred, could cause an actual or apotential material negative impact on the value of the investment. These risks form part of the overall
analysis and underwriting of the investment. Brookfield assesses the identified risks alongside otherrelevant material factors. Following its assessment, Brookfield makes investment decisions having
regard to the Sub-Fund's investment policy and objectives.

Is a specific index designated as a reference benchmark to determine
whether this financial product is aligned with the environmental and/or social
characteristics that it promotes?
Reference
benchmarks areindexes tomeasure whether
the financial
product attains
the environmental
or socialcharacteristics
that they promote.

No

How is the reference benchmark continuously aligned with each of theenvironmental or social characteristics promoted by the financial product?
Not applicable

How is the alignment of the investment strategy with the methodology of theindex ensured on a continuous basis?
Not applicable

How does the designated index differ from a relevant broad market index?
271

Not applicable

Where can the methodology used for the calculation of the designated index
be found?
Not applicable

Where can I find more product specific information online?
More product-specific information can be found on the website:
Brookfield Diligence Portal - Digital Data Exchange (sungarddx.com)

272

Appendix 4 SFTR DISCLOSURESSFTR – ARTICLE 14 DISCLOSURE STATEMENT

1.

SECURITIES FINANCING TRANSACTIONS (SFTS)

1.1

Securities lending means a transaction where one party transfers securities to another party, subject to a commitmentthat the other party will return equivalent securities on a future date or when requested to do so by the party
transferring the securities. Repurchase agreement means a transaction where one party sells a security to the otherparty with a simultaneous agreement to repurchase the security at a fixed future date at a price reflecting a rate ofinterest unrelated to the coupon of the securities. Margin lending means a transaction where one party extends credit
in connection with the purchase, sale, carrying or trading of securities, but not other loans that are secured by collateralin the form of securities. Total return swap means an OTC derivative transaction where the total economic performanceof a reference obligation is transferred from one party to another party.

1.2

Securities Financing Transactions may be entered into by the Sub-Fund, Master Fund or an Underlying Fund for any
purpose that is consistent with the investment objective of the Sub-Fund, Master Fund or relevant Underlying Fund,
including to leverage, access or enhance Portfolio Investments, in each case in circumstances in which such derivatives
are intended to resemble, as closely as possible, the economic rights that could otherwise be obtained directly. The
Sub-Fund will not enter into derivative transactions for speculative non-investment purposes (but may do so for hedging
purposes or to gain exposure to target assets, including without limitation in the form of options and warrants).
In these transactions, collateral may move between the Sub-Fund, Master Fund or an Underlying Fund and the relevant
counterparty in order to mitigate counterparty risk. The Sub-Fund, Master Fund or an Underlying Fund may use
securities lending, repurchase agreements and margin lending for investment and efficient portfolio management
purposes.

1.3

Any type of assets that may be held by the Sub-Fund, Master Fund or an Underlying Fund in accordance with its
investment objective and policies may be subject to securities lending, repurchase agreements and margin lending.

1.4

Subject to the Sub-Fund, Master Fund or relevant Underlying Fund's investment objective and polices, there is no limiton the proportion of assets that may be subject to Securities Financing Transactions. The maximum and expected
proportion of the Sub-Fund's assets that can be subject to Securities Financing Transactions can therefore be up to
100%. The most recent semi-annual and annual accounts of the Sub-Fund will express, to the extent material and inaccordance with the Sub-Fund's accounting policies, the amount of the Sub-Fund's assets subject to Securities Financing
Transactions.

1.5

The counterparties to Securities Financing Transactions may be companies, trusts, partnerships or their equivalent, will
be institutions subject to prudential supervision and may be located globally. The Sub-Fund, Master Fund or relevant
Underlying Fund will conduct appropriate due diligence on each counterparty to Securities Financing Transactions,
including consideration of its legal status, country of origin and minimum credit rating (where relevant). Counterparties
need not have a minimum credit rating.
Any assets that are subject to securities lending, repurchase agreements, margin lending and/or total return swaps will
be safe-kept by the Sub-Fund's, Master Fund's or Underlying Fund's Depositary or any sub-depositary appointed under
the Depositary Agreement. It is currently intended that any collateral exchanged pursuant to securities lendingtransactions, repurchase agreements, margin lending transactions and/or total return swaps will also be safe-kept by
the Depositary or any sub-depositary appointed under the Depositary Agreement, although the Fund, Master Fund orUnderlying Fund may appoint a third party collateral agent for the purposes of safe-keeping collateral provided that theFund, Master Fund or Underlying Fund complies with any restrictions in the Depositary Agreement (including obtaining
the prior written consent of the Depositary) in doing so.

1.6

The Sub-Fund, Master Fund or relevant Underlying Fund may, but does not typically expect to (unless required to underapplicable regulation), accept collateral pursuant to securities financing transactions. The collateral received will beappropriately diversified and will be valued and managed in accordance with the relevant portfolio managementagreement (applying appropriate haircuts where necessary or desirable) and at a frequency determined by theInvestment Manager to be appropriate, taking into account the requirements of SFTR.

1.7

For the purpose of providing collateral in respect of Securities Financing Transactions, the Sub-Fund, Master Fund or
relevant Underlying Fund may transfer, mortgage, pledge, charge or encumber any assets or cash forming part of the
Sub-Fund, Master Fund or relevant Underlying Fund in accordance with normal market practice and any applicable law
and regulation. Where appropriate, non-cash collateral held for the benefit of the Sub-Fund, Master Fund or relevant
Underlying Fund shall be valued in accordance with the valuation policies and principles applicable to the Sub-Fund,
Master Fund or relevant Underlying Fund.

1.8

Entering into Securities Financing Transactions can create risks for the Sub-Fund, Master Fund or relevant Underlying
Fund. Attention is drawn generally to the risks set out in Section XVIII (Risk Factors and Other Considerations). Without
limitation, the Sub-Fund, Master Fund or relevant Underlying Fund may be exposed to the risk that a counterparty to a
Securities Financing Transactions may default on its obligation to return assets equivalent to the ones provided to it by
the Sub-Fund, Master Fund or relevant Underlying Fund. The Sub-Fund, Master Fund or relevant Underlying Fund may
also be subject to liquidity risk if it is unable to liquidate collateral provided to it to cover a counterparty default.
Securities Financing Transactions may also carry legal risk in that the use of standard contractual terms may expose the
Sub-Fund, Master Fund or relevant Underlying Fund to legal risks such as the contract not accurately reflecting theintention of the parties or the contract being unenforceable against the counterparty in its jurisdiction of incorporation.
Securities Financing Transactions may also involve operational risks in that the use of Securities Financing Transactions
and management of collateral are subject to the risk of loss resulting from inadequate or failed internal processes,
people and systems or from external events. Risks may also arise with respect to any counterparty's right of re-use of
any collateral.

1.9

Cash collateral may typically only be invested in the following: deposits with financial institutions; high-quality
government bonds; reverse repurchase agreements provided the transactions are with credit institutions subject toprudential supervision; or short-term money market funds. There may be circumstances where no restrictions are puton the investment or reuse of collateral.

1.10

All revenues arising from Securities Financing Transactions shall be returned to the Sub-Fund, Master Fund or relevant
Underlying Fund following the deduction of any direct and indirect operational costs and fees arising. Such direct andindirect operational costs and fees shall include fees and expenses payable to counterparties and/or agents engaged by
the Sub-Fund, Master Fund or relevant Underlying Fund from time to time. Such fees and expenses will be at normal
commercial rates together with value added tax or similar (if applicable), and will be borne by the Sub-Fund, MasterFund or relevant Underlying Fund.

Definitions:
Securities Financing Transactions or SFTs means repurchase agreements, reverse repurchase agreements, securities lending
agreements and any other transactions within the scope of SFTR that the Sub-Fund, Master Fund or an Underlying Fund ispermitted to engage in.
SFTR means Regulation 2015/2365 of the European Parliament and of the Council of 25 November 2015 on transparency of
securities financing transactions and of reuse and amending Regulation (EU) No 648/2012 as may be amended, supplemented,
consolidated, substituted in any form or otherwise modified from time to time.

274