BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
STATEMENT OF ADDITIONAL INFORMATION

Brookfield Infrastructure Income Fund Inc. (the “Fund”) is a non-diversified closed-end management
investment company that invests primarily in private infrastructure assets in the United States and is operated
as a “tender offer fund.” The Fund currently offers four classes of Shares: Class I Shares, Class D Shares,
Class S Shares and Class T Shares (collectively, the “Shares”). The Fund was granted exemptive relief (the“Multi-Class Exemptive Relief ”) by the Securities and Exchange Commission (the “SEC”) that permits theFund to issue multiple classes of Shares and to impose asset-based distribution fees and early-repurchasefees.
This Statement of Additional Information (the “SAI”) relating to the Shares does not constitute a
prospectus, but should be read in conjunction with the Prospectus relating thereto dated April 29, 2024, as
previously supplemented from time to time and as supplemented September 26, 2024. This SAI, which is not
a prospectus, does not include all information that a prospective investor should consider before purchasing
Shares, and investors should obtain and read the Prospectus prior to purchasing such Shares.
Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P. (the “Adviser”) is
the investment adviser to the Fund.
A copy of the Prospectus may be obtained without charge by calling 855-777-8001, by writing to theFund at Brookfield Place, 225 Liberty Street, New York, NY 10281 or by visiting
https://www.brookfieldoaktree.com/fund/brookfield-infrastructure-income-fund-inc. You may also obtain acopy of the Prospectus on the SEC’s website (http://www.sec.gov).
Capitalized terms used but not defined in this SAI have the meanings ascribed to them in the Prospectus.
This SAI is dated April 29, 2024, as previously supplemented from time to time and as supplemented
September 26, 2024.

TABLE OF CONTENTS
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The Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment Objective and Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Management of the Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distribution of Fund Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repurchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Portfolio Transactions and Brokerage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Portfolio Turnover . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Custodian and Transfer Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Appendix A Description of S&P, Moody’s and Fitch Ratings . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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A-1

THE FUND
Brookfield Infrastructure Income Fund Inc. (the “Fund”) is a non-diversified closed-end management
investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act” or
the “Investment Company Act”), that invests primarily in infrastructure assets and companies as well as
related securities of companies that own infrastructure assets. The Fund seeks to provide investors with accessto Brookfield’s leading private infrastructure capabilities in a structure that allows for continuously offeredshares of common stock, which seeks to offer periodic liquidity to investors and the transparency of a fundregistered under the Investment Company Act. The Fund seeks to provide investors with exposure to
private infrastructure assets by investing in both the equity and debt of high-quality infrastructure businesses.
These assets generally provide essential services with inelastic demand, have high barriers to entry, andsustainable, long-term cash flows, often linked to inflation, among other investment characteristics. The
Fund is a Maryland corporation that has elected and intends to qualify each year as a regulated investmentcompany (“RIC”) for U.S. federal income tax purposes under the Internal Revenue Code of 1986, as
amended (the “Code”). The words “we,” “us” and “our” refer to Brookfield Infrastructure Income Fund Inc.
unless the context requires otherwise.
As of the close of business on October 31, 2023, simultaneous with the commencement of the Fund’s
operations, Brookfield Infrastructure Income Fund SCSp (the “Predecessor Fund”), a private fund that was
not registered under the Investment Company Act, was reorganized with and into the Fund. The Fundmaintains an investment objective and investment strategies, policies, guidelines and restrictions that are, inall material respects, equivalent to those of the Predecessor Fund. Further, the reorganization did not
result in (1) a material change in the Predecessor Fund’s investment portfolio due to investment restrictions;or (2) a change in accounting policies. Additionally, the investment advisers and portfolio managers did
not change as a result of the reorganization.

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INVESTMENT OBJECTIVE AND POLICIESThe Fund’s investment objective is to maximize total returns through growth of capital and current
income. There can be no assurance that the Fund will achieve its investment objective.
The following information supplements the discussion of the Fund’s investment policies and techniquesin the Prospectus.
The Fund seeks to achieve its investment objective by investing primarily in securities of companies
and entities that own infrastructure assets (“Infrastructure Investments”), including through direct
co-investments with other Brookfield affiliates, funds, clients and accounts, and secondary investments
often alongside an experienced investment sponsor, joint venture partner, operating partner, or other investor.
Under normal market conditions, the Fund attempts to achieve its investment objective by investing, as aprincipal strategy, at least 80% of its net assets (plus the amount of any borrowings for investment purposes)
in Infrastructure Investments, throughout the world, including the United States, or “U.S.” (the “80%Policy”). As part of the 80% Policy, under normal market conditions, Infrastructure Investments in nonOrganisation for Economic Co-operation and Development (“OECD”) member countries generally will notconstitute more than 20% of the Fund’s net assets (plus the amount of any borrowings for investment
purposes) at the time any such Infrastructure Investment is made. An investment is considered located in aparticular jurisdiction if the revenues or cash flows received by the Fund are made in the currency of thatcountry. The Fund may change the 80% Policy without stockholder approval upon at least 60 days’ priorwritten notice to stockholders.
In addition, the Fund may invest up to 20% of its net assets (plus the amount of any borrowings forinvestment purposes) in investments other than Infrastructure Investments as described in this Prospectus(together with the Infrastructure Investments, the “Investments” and each an “Investment”).
The Fund defines infrastructure as the assets, networks, systems or operations that provide essential or
irreplaceable inputs or services, underpin supply chains, economies and communities, facilitate trade orcommerce, and/or support energy transition. These assets typically exhibit 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 generationand 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 centers), andsocial infrastructure (e.g., healthcare and education).
An Infrastructure Investment comprises any investment that, at the time of investment, derives at least
50% of its revenue or profits from the ownership, operation, financing, or servicing of infrastructure assets(“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 Adviser will continuously monitor the
progress of each Developing Infrastructure Investment and will no longer count such an investment towards
the 80% Policy if it fails to satisfy the Infrastructure Investment Threshold by the fifth anniversary of theFund’s investment. During the five-year period following an investment, the Adviser will take into accountand report to the Board of Directors of the Fund (the “Board of Directors,” or the “Board”) quarterly theconsiderations that the Adviser 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 Adviser
believes the Developing Infrastructure Investment has or is expected to make a contractual commitment tosell a portion of its non-infrastructure business or buy infrastructure assets that will positively impact theinvestment relative to the Infrastructure Investment Threshold; or other factors deemed relevant by theAdviser with respect to the Developing Infrastructure Investment meeting the Infrastructure Investment
Threshold by the fifth anniversary of the Fund’s investment. Each quarter, the Board must agree to continuing2to treat an investment as a Developing Infrastructure Investment following the recommendation by theAdviser until the fifth anniversary of the investment when the Infrastructure Investment Threshold must be
met.
The Fund primarily invests in equity and debt securities of private Infrastructure Investments (the“Private Portfolio”), as well as publicly traded equity and debt securities of infrastructure companies (the“Public Securities Portfolio,” and collectively with the Private Portfolio, the “Portfolio Investments” or, if thecontext so requires, “Portfolio Companies”). Under normal market conditions, the Fund seeks to invest
approximately 80 – 90% of its net assets (plus the amount of any borrowings for investment purposes) in the
Private Portfolio and approximately 10 – 20% of its net assets (plus the amount of any borrowings forinvestment purposes) in the Public Securities Portfolio (the “Private/Public Securities Target Allocations”).
As a component of the Private Portfolio, the Fund may tactically allocate a portion of its assets to secondary
investment opportunities in Infrastructure Investments (“Secondary Investments”), which include
investments in private funds, holding vehicles or other investment vehicles (collectively, “Portfolio Funds”)
managed by third-party managers (“Portfolio Fund Managers”) or other single-asset investments focused on
the infrastructure industry, generally on a secondary basis from existing investors or involving arecapitalization of an equity interest in an existing joint venture and other investments that the Adviser
determines to have a similar risk/return profile. Secondary Investments may include both traditional LP-led
investments and investments through GP-led processes. LP-led Secondary Investments include investments
in existing single Portfolio Fund interests or portfolios of Portfolio Fund interests, with a focus on mature,largely funded positions that are typically acquired at a discount to par value where possible. GP-led
Secondary Investments include secondary opportunities presented from general partner-led recapitalizations,asset sell downs, and platform combinations. These can include single assets currently owned by thesponsor or single or multi-asset fund continuation vehicles.
Although the Fund endeavors to maintain these Private/Public Securities Target Allocations, the Private/
Public Securities 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 Public Securities Portfolio; (iii) theinvestment performance and market value of the Private Portfolio; (iv) Fund subscriptions and withdrawals/
repurchases; and (v) availability of capital in other vehicles or accounts that co-invest with the Fund. The
Private/Public Securities Target Allocations are not expected to be initially achieved following the Fund’scommencement of operations.
Under normal market conditions, the Fund will invest more than 25% of its total assets in theinfrastructure industry. The policy of concentration is a fundamental policy. This fundamental policy may
not be changed without the approval of the holders of a majority of the Fund’s outstanding voting securities,
as defined in the 1940 Act.
A general description of Moody’s, S&P’s and Fitch’s ratings of bonds is set forth in Appendix A
hereto. The ratings of Moody’s, S&P and Fitch generally represent their opinions as to the quality of thebonds they rate. It should be emphasized, however, that such ratings are relative and subjective, are notabsolute standards of quality, are subject to change and do not evaluate the market risk and liquidity of the
securities. Consequently, bonds with the same maturity, coupon and rating may have different yields whileobligations of the same maturity and coupon with different ratings may have the same yield.
The Fund was granted exemptive relief by the SEC that permits it to, among other things, co-invest
with certain other persons, including certain affiliates of the Adviser and certain public or private funds
managed by the Adviser and its affiliates, subject to certain terms and conditions.

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RISK FACTORSGENERALNo Assurance of Investment Return. The Adviser cannot provide assurance that it will be able tosuccessfully implement the Fund’s investment strategy, or that Portfolio Investments will generate expected
returns. Moreover, the Adviser cannot provide assurance that any stockholder will receive a return of its
capital or any distribution from the Fund or be able to withdraw from the Fund within a specific period oftime. Past performance of investment entities associated with Brookfield, the Adviser or its investment
professionals is not necessarily indicative of future results or performance and there can be no assurance that
the Fund will achieve comparable results. Accordingly, investors should draw no conclusions from the performanceof any other investments of Brookfield or the Adviser, and should not expect to achieve similar results. An
investment in the Fund involves a risk of partial or total loss of capital and should only be considered bypotential investors with high tolerance for risk.
RISKS ASSOCIATED WITH MARKET CONDITIONSGeneral Economic Conditions. Changes in general global, regional and/or United States economic
and geopolitical conditions may affect the Fund’s activities. Interest rates, general levels of economic
activity, the price of securities and participation by other investors in the financial markets may affect themarket in which the Fund makes Portfolio Investments or the value and number of Portfolio Investments
made by the 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”) also may affect theFund’s ability to make Portfolio Investments and the value of Portfolio Investments held by the Fund or the
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 a material effect on general economic conditions,consumer and business confidence and market liquidity. Any economic downturn resulting from a recurrenceof such marketplace events and/or continued volatility in the financial markets could adversely affect thefinancial resources of Portfolio Investments. Portfolio Investments can be expected to be sensitive to theperformance of the overall economy. Moreover, a serious pandemic, natural disaster, armed conflict, threatsof terrorism, 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 and consumer
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 Fund’s returns
and the Fund’s ability to make and/or dispose of Portfolio Investments. No assurance can be given as to theeffect of these events on the Portfolio Investments or the Fund’s investment objectives. See also “Infectious
Illness Risk” below.
Infectious Illness Risk. A widespread outbreak of an infectious illness, such as the COVID-19
pandemic, may result in travel restrictions, disruption of healthcare services, prolonged quarantines,
cancellations, supply chain disruptions, business closures, lower consumer demand, layoffs, ratings
downgrades, defaults and other significant economic, social and political impacts. Markets may experience
temporary closures, extreme volatility, severe losses, reduced liquidity and increased trading costs. Such events
may adversely affect the Fund, its investments, and the value of your investment in the Fund.
The fallout from the COVID-19 pandemic and its subsequent variants, and the long-term impact on
economies, markets, industries and individual issuers, are not known. Some sectors of the economy andindividual issuers have experienced, and could continue to experience, particularly large losses as a result of
new variants of COVID-19.
Highly Competitive Market for Investment Opportunities. The success of the Fund depends, in largepart, on the availability of a sufficient number of investment opportunities that fall within the Fund’sinvestment objectives and the ability of the Adviser to identify, negotiate, close, manage and exit thoseinvestment opportunities. The activity of identifying, completing and realizing attractive investments is highly
competitive and involves a high degree of uncertainty, especially with respect to timing. There can be noassurance that the Adviser will be able to locate and complete Portfolio Investments which enable the Fund4

to invest its capital in opportunities that satisfy the Fund’s investment objectives or realize the value of these
Portfolio Investments, nor can there be any assurance that the Fund will 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 number of Portfolio Investments that arecompleted, reduce the Fund’s returns, and slow the Fund’s growth.
The Fund will compete for the right to make Portfolio Investments with an ever-increasing number ofother 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 Fund. As aresult of such competition, the Fund may have difficulty in making certain Portfolio Investments or,alternatively, the Fund may be required to make Portfolio Investments on economic terms less favorable
than anticipated. If the Fund fails to make new Portfolio Investments or makes Portfolio Investments on lessfavorable terms, the Fund’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 theassets they operate (including those owned by Brookfield and other Brookfield vehicles), the presence of
which depends in part on government plans and policies. For example, an increase in the number andconvenience of alternative routes and competition from other modes of transportation could reduce traffic
on toll roads, ports or similar Portfolio Investments in the transportation sector operated by Portfolio
Investments, thus materially and adversely affecting the Fund’s performance. Such competition may
materially and adversely affect the Fund’s business, financial conditions and results of operations.
Hedging Transactions. The Fund or a Portfolio Company 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 to seek to hedge against fluctuations in the relative values of their assets
as a result of changes in currency exchange rates, market interest rates and public security prices. Whilethese transactions may reduce certain risks, the transactions 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 other positions designed to gain from those same developments, thus offsetting the decline insuch Portfolio Investment’s value. These types of hedge transactions also limit the opportunity for gain if thevalue of such Portfolio Investment should increase.
The success of hedging transactions will be subject to the ability to correctly predict movements in andthe direction of, currency exchange rates, interest rates and public security prices. Therefore, while the Fundor a Portfolio Company may enter into hedging transactions to seek to reduce these risks, unanticipatedchanges in currency exchange rates, interest rates or public security prices that do not occur within a given
timeframe may result in a poorer overall performance for the 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 may vary. Moreover, for avariety of reasons, the Fund or a Portfolio Company may not have established a perfect correlation
between hedging instruments and the Portfolio Investments being hedged. This imperfect correlation may
prevent the Fund, or a Portfolio Company, as applicable, from achieving the intended hedge or expose it torisk 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, repurchase agreements or othersimilar transactions and, as a result, if any such counterparty becomes unable to pay amounts due onsuch instruments or transactions, the financial losses to the Fund would be greater than if such limits were
imposed.
Furthermore, the creditworthiness of a counterparty to any hedging transaction entered into by theFund may change over time and, while such counterparty may have been creditworthy at the time suchtransaction was entered into, there is no guarantee such counterparty will remain creditworthy throughout
the duration of the Fund or that such counterparty will be able to perform its obligations under, or pay
amounts due on, such hedging transactions. This risk is also subject to, and heightened by, commodity
price fluctuations.
5Moreover, the U.S. Commodity Futures Trading Commission (the “CFTC”) and other federal andglobal financial regulators have adopted margin requirements for uncleared derivatives which may present
significant challenges and additional risks for the Fund, including increased costs, reduced access to dealer
counterparties, potential decreases in market liquidity and other unforeseen consequences. These
requirements also may result in the Fund being unable to adequately hedge its Portfolio Investments, which
may have an adverse impact on the performance of the Fund. It is likely that the Fund will leave unhedgedcertain currency exchange rates, interest rates and public security prices and in any such case, the Fund will be
exposed to risk that such fluctuation of prices thereof will decline during the term of the Portfolio
Investments such that the results of such Portfolio Investments will be worse in United States dollar terms
than the results based upon the local currency.
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 the reporting of certain details of derivativetransactions to trade repositories. In addition, EMIR imposes requirements for appropriate procedures andarrangements to measure, monitor and mitigate operational and counterparty credit risk in respect of
OTC derivatives contracts which are not subject to mandatory clearing. These requirements include theexchange of margin and, where initial margin is exchanged, its segregation by the parties, including by theFund. 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 fornon- cleared 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 Fund, which may include an increase in the overall costs ofentering into and maintaining OTC derivative contracts. Prospective investors should be aware that theregulatory changes arising from EMIR and other similar regulations may in due course adversely affect theFund’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 for energy commodities.
Historically, the markets for oil, gas, coal and power have been volatile. This volatility is likely to continue inthe future. Market prices of these energy commodities may fluctuate materially depending on a variety offactors beyond the control of the Adviser or the 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 earnmore revenue, but will incur higher expenses; if inflation declines, the company may not be able to reduce
expenses in line with any resulting reduction in revenue. Many infrastructure businesses rely on concessions
to mitigate the inflation risk to cash flows through escalation provisions linked to the inflation rate (e.g., thetoll set on a toll road). While these provisions may protect against certain risks, they do not protect against therisk 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 of higher inflation rates given that the mostcommonly used methodologies for valuing Portfolio Investments (e.g., discounted cash flow analysis) are
sensitive to rising inflation and real interest 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 Company.
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 to have,6negative effects on the economies of certain of these countries. For example, the risks associated withtransactions using local currencies are significantly greater in hyper-inflationary economies than in otherless inflationary markets.
Refinancing Risk. Although the Adviser or an affiliate thereof may seek to refinance Portfolio
Investments during the Fund’s period of ownership, there is no guarantee that the Adviser or an 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 Fund invests is influenced by economic and market conditions inother 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 occurrenceof similar crises in the future could cause increased volatility in the economies and financial markets ofcountries throughout a region, or even globally.
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 to renegotiate, or
potentially terminate, certain existing bilateral or multi-lateral trade agreements and treaties with foreigncountries 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 aluminum, and has indicated a willingness
to impose tariffs on imports of other products. Some foreign governments, including China, have instituted
retaliatory tariffs on certain U.S. goods and have 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 Fund and its investments. In particular, the U.S. and China have agreed to a partial tradedeal with respect to their ongoing trade dispute. However, certain issues remain unresolved, which is
expected to be an ongoing source of instability, potentially resulting in significant currency fluctuations
and/or have other adverse effects on international markets, international trade agreements and/or otherexisting 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 thistrade dispute escalates into a “trade war” between the U.S. and China, there could be additional significant
impacts on the industries in which the Fund participates and other adverse impacts on the Fund’s investments.
RISKS ASSOCIATED WITH THE FUND’S PORTFOLIO INVESTMENTS
Risks Associated with Investments in Infrastructure Securities. 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 ability of the Fundto manage the Portfolio Investment, government regulations and fluctuations in interest rates. Since
investments in infrastructure securities, like many other types of long-term investments, have historicallyexperienced significant fluctuations and cycles in value, specific market conditions may result in occasionalor 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 integrate acquisitions; (iv) competition with other market participants; (v) construction
or expansion or projects, environmental damage and future capital expenditures; (vi) economic regulation
and adverse regulatory decisions in the countries we operate, including nationalization or the imposition of
new taxes; (vii) supply chain disruptions; and (viii) adverse claims or governmental rights or governmental
rights asserted against the lands used for our infrastructure assets.
Equity Securities. The Fund intends to invest in common and preferred stock and other equity andequity-linked securities, including both public and private equity securities. Equity securities generally involve7

a high degree of risk and will be subordinate to the debt securities and other indebtedness of the issuers ofsuch 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 and perceived accounting irregularities may cause dramatic price declines inthe equity securities of companies reporting such irregularities or that are rumored to be subject to accounting
irregularities. The Fund may experience a substantial or complete loss on individual equity securities.
Debt Portfolio Investments. The 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 besecured or unsecured and may be structurally or contractually subordinated to substantial amounts ofsenior 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 such indebtedness following repayment to theholders 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 andthe 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 Company, government fiscal policy and domestic orworldwide 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 thata major economic recession could have a materially adverse impact on the value of such securities. In
addition, adverse publicity and investor perceptions, whether or not based on fundamental analysis, mayalso decrease the value and liquidity of these debt securities. In addition, the secondary market on which suchdebt instruments are traded may be less liquid than the market for investment-grade securities, meaningsuch debt instruments are subject to greater liquidity risk than investment-grade securities, and it may be moredifficult 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 investment-grade and unrated debt instruments may be
more complex than for issuers of higher-quality debt obligations. In this regard, the Fund’s success inachieving its investment strategies in respect of debt Portfolio Investments may therefore depend more heavily
on the Adviser’s credit analysis than if the Fund invested primarily in higher-quality and rated securities.
Distressed Investments. The Fund may invest in securities of Portfolio Investments that are in weakfinancial condition, experiencing poor operating results, having substantial financial needs or negative net
worth, facing special competitive or product obsolescence problems, or that are involved in bankruptcy orreorganization proceedings, as applicable. Portfolio Investments of this type 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 in bankruptcy
proceedings as may parent organizations of Portfolio Investments or prospective portfolio companies thatare within distressed industries or subject to distressed situations. Bankruptcy or other insolvency proceedings
are highly complex and may result in unpredictable outcomes. The bankruptcy courts have extensive
power and, under some circumstances, may alter contractual obligations of a bankrupt company.
Stockholders, 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 timerequired to conclude a bankruptcy 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.
Distressed Portfolio Investments require active monitoring and may, at times, require participation inbusiness strategy or reorganization proceedings by the Adviser. To the extent that the Adviser becomesinvolved in such proceedings, the Fund may have a more active participation in the affairs of the issuer than8

that assumed generally by an investor. In addition, involvement by the Adviser in an issuer’s reorganization
proceedings (or by having representatives on a creditor’s committee or on its board of directors) could resultin the imposition of restrictions limiting the Fund’s ability to liquidate its position in the issuer.
The level of analytical sophistication, both financial and legal, necessary for successful investment incompanies experiencing significant business and financial difficulties is unusually high. There is no assurance
that the Adviser will correctly evaluate the value of a Portfolio Company’s assets or the prospects for a
successful reorganization or similar action. In any reorganization or liquidation proceeding relating to a
Portfolio Company in which the Fund invests, the Fund may lose its entire Portfolio Investment, may berequired to accept cash or securities with a value less than the 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 Fund’s returns would be adversely impacted if a Portfolio Company
becomes unable to make such payments when due. Financial strength and solvency of an issuer are theprimary factors influencing credit risk. In addition, lack or inadequacy of collateral 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, are often reviewed and may be subject to downgrade.
“Interest rate risk” refers to the risks associated with 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) anddirectly (especially in the 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 similar manner
although generally to a lesser degree (depending, however, on the characteristics of the reset terms, including
the index chosen, frequency of reset and reset caps or floors, among other factors). Interest rate sensitivity
is generally more pronounced and less predictable in instruments with uncertain payment or prepayment
schedules. In addition, interest rate increases generally will increase the interest carrying costs to the Fundof borrowed securities and leveraged Portfolio Investments.
Regulatory and Legal Risks. Many, if not all, of the Portfolio Investments will be in entities or assetsthat 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 resultin disputes over interpretation or enforceability. If any Portfolio Investments fail to comply with theseregulations or contractual obligations, they could be subject to monetary penalties or they may lose theirrights to operate the underlying Infrastructure Investments or both. Where their ability to operate an
Infrastructure Investment is subject to a concession or lease from the government, the concession or lease
may restrict their ability to operate the asset in a way that maximizes cash flows and profitability. The leaseor concession may also contain clauses more favorable to the government counterparty than a typicalcommercial contract. For instance, the lease or concession may enable the government to terminate thelease or concession in certain circumstances (such as a default by the Portfolio Company) 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 thePortfolio Investments or to implement laws, regulations or policies affecting their operations, separate fromany contractual rights that the governments may have. Such new laws, regulations or policies may require
the Fund to restructure a Portfolio Company or obtain additional licenses or approvals, which such
restructuring, licenses or approvals may be costly and cause delays in acquiring, disposing of or implementingchange at such Portfolio Company. Governments have considerable discretion in implementing regulations
and policies that could impact these Portfolio Investments and may be influenced by political considerations
and make decisions that materially and adversely affect such Portfolio Investments and their operations.
Market Abuse. Any fraud, price manipulation, market abuse, or improper influence in markets inwhich the Fund directly or indirectly invests may have a material adverse effect on the Fund. 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 Fund to pursue with respect to any particular fraud, pricemanipulation, market abuse, or improper influence.
9

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 profile andmay have monopolistic or oligopolistic characteristics. The very nature of these assets could create additionalrisks not common in other industries. Given the national or regional profile and/or irreplaceable nature ofcertain 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 theessential 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 and may be unable to replace the supply or mitigate any such damage, thereby heightening therisks of 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 have ordevelop interests or objectives which are different from, or even in conflict with, the owners of such assets.
Environmental Risks. The operation of Infrastructure Investments is subject to numerous statutes,
rules and regulations relating to environmental protection. There is the possibility of existing or futureenvironmental contamination, including soil and groundwater contamination, as a result of the spillage ofhazardous materials or other pollutants.
Under various environmental statutes, rules and regulations of the appropriate jurisdiction, a current
or previous owner or operator of real property may be liable for non-compliance with applicable environmental
and health and safety requirements and for the costs of investigation, monitoring, removal or remediationof 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 alsochange or a condition at a Portfolio Company can change and lead to liabilities or obligations that did notexist or were not foreseen at the time of the Portfolio Investment. The presence of hazardous materials on
a property could also result in personal injury, property damage or similar claims by private parties.
Persons who arrange for the disposal or treatment of hazardous materials may also be liable for the costsof 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 Portfolio 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 affected bya variety of events outside the Adviser’s control, including serious traffic accidents, natural disasters (suchas fire, floods, earthquakes and typhoons), man-made disasters (including terrorism), defective design andconstruction, 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 andincidents. Certain of these events have affected toll roads, bridges, tunnels and other infrastructure assets
in the past and if the use of the Infrastructure Investments operated by Portfolio Investments is interrupted
in whole or in part for any 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 public confidencein such Infrastructure Investments could be reduced. There can be no assurance that such Portfolio
Investments’ insurance would cover liabilities resulting from claims relating to the design, 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, transportationcompanies 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 Fund may invest in Portfolio Investments that derive substantially all of theirrevenues from collecting tolls from users of roads, tunnels, bridges, rail networks, airports, ferries or seaports.
10

Users of the toll roads, tunnels, bridges, rail networks, airports, ferries or seaports operated by Portfolio
Investments may react negatively to any adjustments to the applicable toll rates or public pressure may cause
relevant government authorities to challenge the toll rates. Users may react adversely to toll rates, forexample, 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 ingovernmental pressure on Portfolio Investments to reduce their toll rates or to forego planned rate increases.
The Adviser cannot guarantee that government bodies with which Portfolio Investments have concessionagreements will not try to exempt certain vehicle types from tolls or negotiate lower toll rates. If publicpressure or 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 balance of therelevant concession agreement, the Fund’s business, financial condition and results of operations could bematerially 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 the right 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 wind conditions. Moreover, technology use generally by renewable powercompanies is accompanied by the attendant costs of maintaining such technology while in use and subject toincreased risks of obsolescence associated with emerging and disruptive new technologies. Furthermore,these risks may be exacerbated where assets are not winterized or otherwise built with technologies that enable
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 attributable to environmental
considerations and regulation, difficulty in raising capital in adequate amounts on reasonable terms inperiods of high inflation and unsettled capital markets, technological innovations that may render existing
plants, equipment or products obsolete, the potential impact of natural or man-made disasters, exposure to
health, safety and security risks, increased costs and reduced availability of certain types of fuel,occasionally reduced availability and high costs of natural gas for resale, the effects of energy conservation,
the effects of a national energy policy and lengthy delays and greatly increased costs and other problems
associated with the design, construction, licensing, regulation and operation of utility and power generation
facilities. There are substantial 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 be adequate topermit the payment of dividends on common stocks issued by a utility or midstream infrastructure company.
Additionally, existing and possible future regulatory legislation may make it even more difficult for utilities
or midstream infrastructure enterprises to obtain adequate relief. Governmental authorities may from time totime review existing policies and impose additional requirements governing the licensing, construction andoperation of power plants. Prolonged changes in climatic conditions can also have a significant impact on
both the revenues of an electric and gas utility as well as the expenses of a utility, particularly a hydrobased electric utility. Changes in environmental conditions, such as hydrology and wind, could materiallyadversely affect the volume 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 to remedy
unsafe conditions and/or to remediate or otherwise address environmental contamination or damage.
Portfolio Investments could also be exposed to potential penalties for contravention of health, safety, security
and environmental laws. In the ordinary course of business, owners of utility and midstream infrastructure
11companies incur capital and operating expenditures to comply with health, safety, security and environmental
laws to obtain licenses, permits and other approvals and to assess and manage related risks. The cost ofcompliance with these laws (and any future laws or amendments enacted) may increase over time and resultin additional material expenditures. Portfolio Investments may become subject to government orders,investigations, inquires and other proceedings (including civil claims) relating to health, safety, security andenvironmental 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, healthand safety issues relating to presently known or unknown matters may require unanticipated expenditures,or result in fines, penalties or other consequences (including changes to operations) that may be material andadverse to the Portfolio Investments. Furthermore, in the ordinary course of business utility and midstream
infrastructure companies are involved in various legal actions that could expose such companies to liability
for damages. The outcome with respect to outstanding, pending or future actions cannot be predicted withcertainty and may be 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 Fund and Brookfield’s reputation. There
has been increasing global focus on the implementation and enforcement of anti-bribery and anticorruption legislation by various governmental agencies, including the SEC and the Department of Justicein the United States The unfavorable resolution of any governmental or regulatory investigation could resultin criminal liability, fines, penalties and other monetary or non-monetary remedies and could materiallyaffect the Portfolio Investments or such Portfolio Investment’s operations.
The following are examples of risks associated with certain industries within the utilities and midstream
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 otherenergy- related services. In the past, electric utility companies, in general, have been favorably
affected by lower fuel and financing costs and the full or near completion of major
construction programs. In addition, many of these companies have generated cash flows inexcess of current operating expenses and construction expenditures, permitting some degreeof diversification into unregulated businesses. Some electric utilities have also taken
advantage of the right to sell power outside of their traditional geographic areas. Electricutility companies have historically been subject to the risks associated with increases in fueland other operating costs, high interest costs on borrowings needed for capital construction
programs, costs associated with compliance with environmental and safety regulations andchanges 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 benefits of
the rate declines to be shared wholly or in part with customers. In a period of risinginterest 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 attimes resulted in lower revenue, lower credit ratings, increased default risk and lower electricutility 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, some electric 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, whichhave 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
12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 by disruptions in the oil industry and have also been affected by increased
concentration and competition. In certain jurisdictions, acquisitions and dispositions in thisindustry might require regulatory approvals and be subject to significant regulatory
requirements. Obtaining any such approvals and complying with any such regulatory
requirements may be costly and/or time-consuming to obtain. For example, in the UnitedStates, interstate transmission companies are regulated by the Federal Energy Regulatory
Commission (“FERC”), so certain of the Fund’s acquisitions and dispositions may be subject
to FERC approval under the U.S. Federal Power Act, as amended.
Water.

Water supply utilities are companies that collect, purify, distribute and sell water. In the
United States 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 andare experiencing little or no per capita volume growth. Water supply utilities are subject tothe risk of existing or future environmental contamination, including, among others, soil andgroundwater contamination as well as the delivery of contaminated water, as a result of
the spillage of hazardous materials or other 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 with desalination.

Data Risk. There are a number of risks that are intrinsic to the data sector. For example, as there is alimited number of potential customers in this sector, the loss of one customer could materially decrease
revenues and have an adverse impact on growth opportunities. In this regard, consolidation among technology
customers may result in decreased need for multiple networks or data 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 thatthey will be renewed or re-let on a timely basis or at favorable net effective leasing rates.
The data sector is generally subject to United States federal, state, local and non-U.S. regulation. Localzoning authorities and community organizations are often opposed to construction in their communities
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 affectthe 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 affect operations,costs and revenues.
Development and Construction Risk. The Fund may invest in projects that involve significant
construction or development, such as greenfield development, and therefore there is a risk that such projects
will not be completed within budget, within the agreed timeframe or to the agreed specification (e.g., due
to an inability to obtain required permits or project financing or as a result of delays following engagementwith local stakeholders), which may result in significant delays, increased costs or delays in thecommencement of cash flow generation. Such unexpected delays or costs may result in increased debt
service costs and the inability of project owners to meet the higher interest and principal repayments arisingfrom 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 and maintenance expenses. These risks may be mitigated by provisions inconstruction contracts for payment of liquidated damages by the construction contractors. However, the13Fund may not benefit 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 Fund despite that such development
project did not proceed. As a result, with respect to Portfolio Investments by the Fund in projects involving
significant construction or development, any one of the foregoing may undermine a Portfolio Company’s
operations and, consequently, the 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 Fund expects to target assets with low demand, usage andthroughput risk, residual demand, usage and throughput risk can affect the performance of Portfolio
Investments. To the extent that the Adviser’s assumptions regarding the demand, usage and throughput ofassets prove incorrect, returns to the Fund could be materially and adversely affected.
Loss of Customers. Companies or assets within certain infrastructure sectors often derive a significant
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 have an 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 Fund invests will be dependent
upon the efficient operation, maintenance and high availability of such assets. Inefficient operations,maintenance and low availability may reduce returns to stockholders. Operations are also subject to the riskof 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 of Portfolio Investments.
New and Disruptive Technologies. The Fund may invest in Portfolio Investments that make use ofolder, sustaining or little to no technology, in which case, the value of any such Portfolio Company could be
adversely impacted by competitors developing and/or utilizing new, disruptive technologies. Further,
competitors may implement such disruptive technologies over a period of time during which the market,
including Brookfield, is not aware of, or has access to, such developments. As a result, while Brookfield may
seek to assist a Portfolio Company with making technological improvements, any such Portfolio Company
that does not utilize certain technologies for any reason may be at a competitive disadvantage and, as a result,the lack thereof of the adoption of such technologies may have a material adverse effect on the Portfolio
Company or may even lead to an entire asset class becoming obsolete. The Fund may also invest in Portfolio
Investments that use newly developed, less proven technologies. There is no guarantee that such newtechnologies will perform as anticipated, especially in a field of rapidly changing technologies. The failureof a technology 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 performance of certain
Portfolio Investments that invest in or use such technologies and certain Portfolio Investments that do notbenefit from such technologies.
Reliance on Portfolio Company Management. With respect to management at the Portfolio Company
level, many Portfolio Investments rely on the services of one or a limited number of key individuals, the lossof any one of whom could significantly adversely affect the Portfolio Company’s performance; the loss of
one or more key individuals is further exacerbated in industries, sectors and fields where technologies and theexpertise to understand and develop such technologies is highly specialized, which is expected to be thecase with respect to certain Portfolio Investments made by the Fund. There can be no assurance that theexisting management team of a Portfolio Company, or any new team, will be able to successfully operate such
Portfolio Company or will meet the Fund’s expectations. Although the Adviser expects to monitor Portfolio
Company management, management of each Portfolio Company will have day-to-day responsibility withrespect to the business of such Portfolio Company. In addition, certain Portfolio Investments may operate inhighly regulated environments, and the Fund will likely rely on the management teams to manage theiractivities in a manner consistent with applicable laws and regulations (including the U.S. Foreign Corrupt
Practices Act and other anti-corruption, anti-bribery and anti-boycott laws, regulations and orders) and in amanner which will permit such Portfolio Company to maintain a quality reputation. If a Portfolio Company
acts inconsistently with applicable laws and regulations or takes actions that cause such Portfolio Company
disrepute, such actions may adversely affect the Fund, as an investor in the Portfolio Company, and may
14damage the Fund’s reputation, which may adversely impact the Fund’s ability to complete other Portfolio
Investments and the 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 Company’s activities
and labor relations matters to complex laws and regulations relating thereto. Moreover, a Portfolio
Company’s operations and profitability could suffer if it experiences labor relations problems. Upon the
expiration of any Portfolio Company’s collective bargaining agreements, it may be unable to negotiate newcollective 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 and delays in the process ofrenegotiating its collective bargaining agreements. A work stoppage at one or more of a Portfolio Company’s
facilities could have a material adverse effect on its business, results of operations and financial condition.
Any such problems additionally may adversely affect the Fund’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 fornatural emergencies, and natural disaster early warning technology may be immature and unbalanced incertain countries, the natural disaster toll on an individual Portfolio Company or the broader local economic
market may be significant. Prolonged periods may pass before essential communications, electricity andother power sources are restored and operations of the Portfolio Company can be resumed. Portfolio
Investments could also be at risk in the event of such a disaster. The magnitude of future economic
repercussions of natural disasters may also be unknown, may delay the 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 affect theperformance of Portfolio Investments, whether or not such Portfolio Investments are involved in such manmade 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 pricevolatility of raw materials or component parts necessary to a Portfolio Company’s business, (b) disruption ofregional or global trade markets and/or the availability of capital or leverage, (c) trade restrictions which
impact a Portfolio Company’s business and/or (d) a general economic decline and/or decline in the market
applicable to any Portfolio Company, and have an adverse impact on the Fund’s value, Portfolio Investments,or the Fund’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 Fund operates and invests
may have an adverse impact on the Fund and its Portfolio Investments. While the precise future effects ofclimate 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 and adverse 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 areinoperable. The adverse effects of climate change and related regulation at provincial or state, federal andinternational levels could have a material adverse effect on the business, financial position, results ofoperations or cash flows of the Fund and the Portfolio Investments. Notwithstanding that the Fund will
make Portfolio Investments involved in mitigating the effects of climate change, any of the foregoing could
adversely affect the value of the Portfolio Investments and the performance of the Fund.
The Fund may be making Portfolio Investments that are heavily involved in alleviating the effects ofclimate change. The business success of any such Portfolio Company may be inextricably tied to its ability
to mitigate the effects of climate change, which may be challenging or unattainable.
15

Conversely, certain Portfolio Investments may, at the time of the Fund’s Portfolio Investment, andthereafter (including during the 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 andglobal climates. Such “high risk” businesses may be subject to increased regulatory scrutiny and government
disincentives, each of which may change unpredictably, which therefore may decrease the value of such
Portfolio Company.
Control Position. The Fund and its affiliates will generally seek investment opportunities that allow
them to have significant influence on the management, operations and strategic direction of the Portfolio
Investments in which it invests. The exercise of control and/or significant influence over a company imposes
additional risks of liability for environmental damage, product defects, failure to supervise management
and other types of liability in which the limited liability characteristic of business operations may generally
be ignored. The exercise of control and/or significant influence over a Portfolio Company could expose theassets of the Fund to claims by such Portfolio Company, its security holders and its creditors. While theAdviser intends to manage the Fund in a way that will minimize exposure to these risks, the possibility ofsuccessful claims cannot be precluded.
In addition, a previous United States court decision has increased the likelihood that the Fund could
be jointly and severally liable with its Portfolio Investments for the Portfolio Investments’ defined benefit
pension liabilities. Under ERISA (as defined below), a trade or business that owns at least 80% of anotherentity may be jointly and severally liable for that other entity’s unfunded pension liabilities if the plan
terminates or if the employer withdraws from contributing to the plan. A previous United States Federal
appeals court decision has held that a private equity fund is a “trade or business” for these purposes. In
acquiring Portfolio Investments with unfunded pension liabilities, both the risk of this liability being incurred
as well as risk mitigation strategies will be evaluated and, in appropriate instances, this risk may cause theFund to not pursue an otherwise attractive investment opportunity or to limit its ownership percentage tobelow the 80% threshold. If the Fund does acquire Portfolio Investments with unfunded pension liabilities
and does not limit its ownership percentage to below the 80% threshold, it may face certain liabilities
related to the above.
Board Participation. The Fund or an affiliate will generally seek control or co-control positions inPortfolio 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 Fund’s investment strategy and may enhance the Adviser’s ability
to manage the Portfolio Investments, they may also have the effect of impairing the Adviser’s ability to sell
the related securities when, and upon the terms, it may otherwise desire, and may subject the Adviser and theFund to claims they would not otherwise be subject to as an investor, including claims of breach of dutyof loyalty, securities claims and other director related claims. In general, the Fund will indemnify the Adviser
and their representatives from such claims.
Minority Position and “Toe-hold” Investments. The Fund expects to make minority equity or debt
Portfolio Investments where the Fund may have limited influence. Such Portfolio Investments may haveeconomic or business interests or goals that are inconsistent with those of the Fund and the Fund may not
be in a position to limit or otherwise protect the value of such Portfolio Investments. The Fund’s control overthe investment policies of such Portfolio Investments may also be limited. This could result in the Portfolio
Investments being frozen in minority positions that incur substantial losses. This could also prevent the Fundfrom realizing the value of its Portfolio Investments and distributing proceeds in a timely manner.
If the 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 insuch publicly traded securities, which could potentially reduce returns to stockholders. While the Adviser
may seek to accumulate larger positions through open market purchases, registered tender offers, negotiatedtransactions or private placements, the Adviser may be unable to accumulate a sufficiently large position
in a Portfolio Company to execute its strategy. In such circumstances, the Fund may dispose of its positionin the Portfolio Company within a short time of acquiring it; there can be no assurance that the price at which
the Fund can sell such securities will not have declined since the time of acquisition. Moreover, this may be
exacerbated by the fact that securities of the companies that the Fund may target may be thinly traded and16that the Fund’s position may nevertheless have been substantial, although not controlling, and its disposal
may depress the market price for such securities.
Additionally, from time to time the Fund may make a toe-hold Portfolio Investment in publicly tradedsecurities as part of a potential broader, longer-term investment strategy, and as a result, the Fund may keep
certain information related to such Portfolio Investments confidential due to certain disclosure andregulatory related considerations.
Investments in Derivatives. In addition to the activities described in “Hedging Transactions” above, theFund 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 incircumstances in which such derivatives are intended to resemble, as closely as possible, the economic rightsthat 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 Fund or the Adviser 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 theholder of such an instrument generally has no contractual relationship directly with the underlying Portfolio
Company, the Fund may have to rely upon a third-party to take actions and provide information in respectof such company. See “Minority Position and ‘Toe-hold’ Investments” above.
Other Investment Techniques and Instruments. The Fund may employ other investment techniques
and invest in other instruments that the Adviser believes will help achieve the Fund’s investment objective,
whether or not such investment techniques or instruments are specifically described herein. In addition, if theAdviser believes that suitable investment opportunities present themselves to transact on attractive terms,
the Fund may also consider the acquisition of such Portfolio Investments in the form(s) described herein orother types which are consistent with the Fund’s investment objectives. Consistent with its investment
objective, the Fund may invest in financial instruments of any and all types, which exist now or are hereafter
created.
Affiliated Transaction Restrictions. The 1940 Act contains prohibitions and restrictions relating totransactions between investment companies and their affiliates (including the Adviser), principal underwriters
and affiliates of those affiliates or underwriters. Under these restrictions, the Fund and any Portfolio
Company that the Fund controls are generally prohibited from knowingly participating in a joint transaction,
including co-investments in a Portfolio Company, with an affiliated person, including any directors orofficers of the Fund, the Adviser or any entity controlled or advised by any of them. These restrictions also
generally prohibit the Fund’s affiliates, principal underwriters and affiliates of those affiliates orunderwriters from knowingly purchasing from or selling to the Fund or any Portfolio Company controlled
by the Fund certain securities or other property and from lending to and borrowing from the Fund or any
Portfolio Company controlled by the Fund monies or other properties. The Fund and its affiliates may beprecluded from co-investing in private placements of securities, including in any portfolio companies
controlled by the Fund. The Fund, its affiliates and portfolio companies controlled by the Fund may fromtime to time engage in certain joint transactions, purchases, sales and loans in reliance upon and in compliancewith the conditions of certain positions promulgated by the SEC and its staff. There can be no assurance
that the Fund would be able to satisfy these conditions with respect to any particular transaction. As a resultof these prohibitions, restrictions may be imposed on the size of positions or the type of investments that
the Fund could make. Furthermore, Brookfield has received exemptive relief from the SEC to allow certain
managed funds and accounts, each of whose investment adviser is BAM PIC Canada or an investment
adviser controlling, controlled by or under common control with BAM PIC Canada, to participate innegotiated co-investment transactions where doing so is consistent with the Fund’s investment objective andstrategies as well as regulatory requirements and other pertinent factors, and pursuant to the conditions
thereof (the “Co-Investment Exemptive Relief ”).
Although the Adviser will endeavor to allocate investment opportunities in a fair and equitablemanner, the Fund and the stockholders could be adversely affected to the extent investment opportunities
are allocated to other investment vehicles managed or sponsored by, or affiliated with, the Fund’s executive
officers, directors and members of the Adviser. The Fund might not participate in each individual opportunity
17

but will, on an overall basis, be entitled to participate equitably with other entities managed by the Adviser
and its affiliates. The Adviser seeks to treat all clients fairly and equitably over time such that none receives
preferential treatment vis-à-vis the others over time, in a manner consistent with its fiduciary duty to eachof them; however, in some instances, especially in instances of limited liquidity, the factors may not result in
pro rata allocations or may result in situations where certain funds or accounts receive allocations whereothers do not.
Public Company Securities. The Fund may hold securities traded on public markets, subject to thelimitations set forth in the Fund’s Prospectus. Portfolio Investments in such securities may involve different
risks than those associated with investments in securities that are not traded on public markets. Among thoserisks are (a) increased disclosure requirements, (b) greater volatility, (c) increased likelihood of stockholder
litigation, (d) restrictions on timing of disposition and (e) increased compliance costs.
In the event that the Fund invests in distressed public securities, among the problems involved in such
Portfolio Investments is the fact that it frequently may be difficult to obtain information as to the conditionsof such troubled issuers. The market prices of such securities are also subject to abrupt and erratic market
movements and above average price volatility, and the spread between the bid and asked prices of suchsecurities may be greater than normally expected. It may take a number of years for the market price ofsuch securities to reflect their intrinsic value.
Private Securities. Many of the Fund’s Portfolio Investments will involve private securities, which are
generally more difficult to sell than publicly traded securities, as there is often no liquid market, which may
result in selling interests at a discount. In addition, private securities generally are more difficult to value thanpublicly traded securities as such valuations are inherently uncertain. The determinations of value inaccordance with procedures established by the Adviser may differ materially from the values that would
have been used if an active market and market quotations existed for such investments. In connection withthe disposition of an investment in private securities, the Fund may agree to purchase adjustments and may berequired to make representations about the business and financial affairs of the Portfolio Company typicalof those made in connection with the sale of a business. The Fund may be obligated to fund such purchaseprice adjustments and also may be required to indemnify the purchasers of such Portfolio Investment to
the extent that any such representations turn out to be inaccurate. These arrangements may result in the
incurrence of contingent liabilities that may ultimately yield funding obligations that must be satisfied by theFund prior to distributions being made to the stockholders.
Non-U.S. Investments. The Fund is expected to invest globally. Non-U.S. securities involve certain
risks not typically associated with investing in the United States, including risks relating to (a) currency
exchange matters including fluctuations in the rate of exchange between the United States dollar and thevarious non-U.S. currencies in which the Fund’s non-U.S. Portfolio Investments may be denominated, andcosts associated with conversion of investment principal and income from one currency into another,(b) differences between the United States and non-U.S. securities markets, including potential price volatility
in and relative illiquidity of some non-U.S. securities markets, (c) the absence of uniform accounting,auditing and financial reporting standards, practices and disclosure requirements and less government
supervision and regulation, (d) certain economic and political risks, including potential exchange control
regulations and restrictions on non-U.S. investment and repatriation of capital and the risks of political,
economic or social instability, (e) obtaining non-U.S. governmental approvals and complying with non-U.S.
laws, (f) differing tax structures and (g) non-U.S. tax laws that (i) could adversely impact the cash flow
and potential investment returns from such non-U.S. Investments and (ii) are subject to change, sometimes
with retroactive effect. Anti-fraud and anti-insider trading legislation in these countries may be rudimentary.
Anti-dilution protection also may be very limited. In these countries, the concept of fiduciary duty on thepart of the management or directors of companies to stockholders may be limited. The legal systems in thesecountries may offer no effective means for the Fund to seek to enforce its rights or otherwise seek legal
redress or to seek to enforce non-U.S. legal judgments.
Risks of Investing in Emerging and Developing Markets. The Fund is expected to make Portfolio
Investments in emerging or developing markets. The risks associated with global investing are magnified insuch markets. The depth, liquidity, sales volume and stability of other markets are significantly lower inemerging and developing markets as compared to the United States, Canada or Western Europe.
Furthermore, political and economic structures in countries with emerging or developing economies or18

stock markets generally lack the social, political and economic stability characteristic of more developed
countries. This instability may result from, among other things, the following: (a) authoritarian governmentsor military involvement in political and economic decision-making, including changes in government
through extra-constitutional means and the imposition or strengthening 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; (c) internal insurgencies; (d) hostile relations with neighboring
countries; (e) ethnic, religious and racial 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
and adversely 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 thepossibility of expropriation, confiscatory taxation or other protectionist measures or diplomatic developmentsthat could affect investments in those countries. Repatriation of investment income, capital and theproceeds of sale by non-U.S. investors may require governmental registration and approval in some emerging
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 that differ significantly fromthose customarily used in more developed countries. The process of obtaining these approvals may require asignificant expenditure of time and resources. In certain countries, such laws and regulations have been
subject to unpredicted and frequent changes, potentially exposing the Fund to taxes, restrictions and otherobligations that were not anticipated at the time of initial investment.
Investments in New Jurisdictions. The Fund is intended to be global in nature and therefore may makePortfolio Investments in countries, territories and other jurisdictions in which the Adviser and portfolio
managers may not have significant experience or expertise. While the Adviser intends to mitigate this risk byengaging applicable service providers and personnel with the requisite experience and expertise, there is no
guarantee that such persons will adequately protect the Fund and its Portfolio Investments from the risks that
may be prevalent in such jurisdictions.
Investment in Nonperforming or Troubled Assets. The Fund may make Portfolio Investments in
nonperforming or troubled assets or businesses that involve a degree of financial risk and there can be noassurance that the Fund’s internal rate of return objectives will be realized or that there will be any return ofcapital. Furthermore, Infrastructure Investments operating in workout modes or under Chapter 11 of the
Bankruptcy Code may, in certain circumstances, be subject to additional potential liabilities that could exceed
the value of the Fund’s original Portfolio Investment, including equitable subordination and/or disallowanceof claims or lender liability. In addition, under certain circumstances, payments to the Fund anddistributions by the Fund to the stockholders may be reclaimed if any such payment or distribution is later
determined to have 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 anumber of risks, which will be dependent in part on the structure of the Portfolio Company (e.g., corporation,
partnership, etc.) and the structure of the securities (e.g., common equity, preferred equity, secured andunsecured debt and senior or junior debt, etc.). The performance of securities may depend in part on liquidity,
market support, price volatility, and the relative rights of more senior and junior stakeholders, among
other things. The business, creditworthiness, tax position, and effectiveness and stability of management ofa Portfolio Company, as well as general and specific financial, business and economic conditions, may also
have an effect on the value of securities.
Accounting Standards. The Fund is using U.S. GAAP accounting standards for the calculation of its
net asset value, its valuation and the establishment of its audited annual report. The Fund’s accounting
standards may not correspond to the accounting standards of other Fund entities, resulting in different
financial information appearing on their respective financial statements. Information available to stockholders
in the Fund’s audited annual report may differ from information available in the financial statements ofother Fund entities, including operations, financial results, capitalization and financial obligations, earnings
and securities.
19

Risks Relating to Due Diligence of Portfolio Investments. Before making Portfolio Investments, theAdviser 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, the Adviser 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 a counterparty could be inaccurate, andthird-party investigations may not uncover risks. As a result, due diligence investigations conducted withrespect to any investment opportunity may not reveal or highlight all relevant facts necessary or helpful tomake the investment decision. Moreover, such an investigation will not necessarily result in a Portfolio
Investment being successful. There can be no assurance that attempts to provide downside protection withrespect to a Portfolio Investment, including pursuant to risk management procedures described in the Fund’s
Prospectus, will achieve their desired effect and potential investors should regard an investment in theFund as being speculative and having a high degree of risk. There can be no assurance that the Adviser will
be able to detect or prevent irregular accounting, employee misconduct or other fraudulent practices
during the due diligence phase or during its efforts to monitor a Portfolio Investment on an ongoing basisor that any risk management procedures implemented by the Adviser 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 Fund’s Portfolio Investments tovarying degrees. For example, certain asset management, finance, administrative and other similar functions
may be outsourced to a third-party service provider whose fees and expenses will be borne by the Portfolio
Investments or the Fund and will not offset Management Fees. Such involvement of third-party advisors or
consultants may present a number of risks primarily relating to the Adviser’s reduced control of thefunctions that are outsourced. In addition, if the Adviser 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 Adviser may frequently be required
to be undertaken on an expedited basis to take advantage of investment opportunities. In such cases, theinformation available to the Adviser at the time of making an investment decision may be limited, and theAdviser may not have access to detailed information regarding assets. Therefore, no assurance can be giventhat the Adviser will have knowledge of all circumstances that may adversely affect a Portfolio Investment at
the time the investment decision is made, and the Fund may make Investments which it would not havemade if more extensive due diligence had been undertaken.
Portfolio Investment Liabilities. Liabilities of Portfolio Investments, including those related toactivities that occurred prior to the Fund’s investment therein, could have an adverse impact on the Fund.
For example, various jurisdictions permit certain classes of creditors and government authorities to makeclaims (including, by way of example only, environmental, consumer protection, antitrust and pension andlabor law matters and liabilities) against stockholders of a company if the company does not have resources
to pay out the claim. The Fund could, as a result, become liable for certain classes of claims against its Portfolio
Investments. Finally, it is possible that creditors of Portfolio Investments 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 Fund due to its common control
relationship with other Brookfield Accounts. The laws of certain jurisdictions provide not only for carveouts from limited liability protection for a Portfolio Investment 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 Investment of the Fund or another Brookfield
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 tofile a lien on, or to otherwise have recourse to, assets held by entities under common control or that form
part of the same economic group, potentially including Portfolio Investments of the Fund.
Risks from Operations of Other Portfolio Entities. The Fund and other Brookfield Accounts havemade and will continue to make investments in Portfolio Investments that have operations and assets inmany jurisdictions around the world. It is possible that the activities of one Portfolio Investment may haveadverse consequences on one or more other Portfolio Investments (including the Fund’s Portfolio
20Investments), even in cases where the Portfolio Investments are held by other Brookfield Accounts and haveno other connection to each other. For example, a violation of a rule by a Portfolio Investment of another
Brookfield Account could prevent the Fund or one of its Portfolio Investment from obtaining a permit, or
have other adverse consequences.
RISKS ASSOCIATED WITH AN INVESTMENT IN THE FUND
Limited Operating History. The Fund was only recently established and has limited operating history
upon which a prospective investor can evaluate the likely performance of the Fund. The past investment
performance of predecessor funds to the Fund, any other Brookfield Account (including any investments
made thereby) or any investments managed by predecessor funds to the Fund, Brookfield or the officers orother investment professionals of Brookfield cannot be construed as any indication of the future results of aninvestment in the Fund. Although certain officers and other investment professionals of Brookfield, bothindividually and together, have experience investing in infrastructure transactions, their past experience cannot
be relied upon as an indicator of the ability of the Fund to execute on its investment strategy and achieve
its investment objectives. While the Adviser intends to make Portfolio Investments that have estimated returns
commensurate with the uncertainties involved, there can be no assurance that the Fund will be able toimplement its investment strategy or achieve its investment objectives or that any stockholder will receive areturn of capital. Stockholders should have the ability to sustain the loss of their entire investment in the
Fund.
Reliance on Management. The success of the Fund depends in substantial part upon the skill andexpertise of the investment professionals who will be providing investment advice with respect to the Fund.
There can be no assurance that these key investment professionals will continue to be associated with theAdviser throughout the life of the Fund. In addition, the key investment professionals and others within
Brookfield devote their time and attention to Brookfield and various investments and investment productsof Brookfield, which includes the activities of the Adviser and the Fund. While certain investment
professionals will devote such time as they believe is reasonably required to the Fund, the composition of
the team dedicated to the Fund may change from time to time without notice to the stockholders.
Furthermore, while such investment professionals may continue to be associated with the Adviser, they may
move between the different business groups within Brookfield and no longer be responsible for providing
investment advice with respect to the Fund. Accordingly, the make-up of the pool of investment professionals(including, in certain circumstances, members of the investment committee) with responsibility for theinvestment strategy of the Fund may evolve over time. The loss of key personnel, including as a result of
the employment of such personnel by Portfolio Investments, could have a material adverse effect on the
Fund’s ability to realize its investment objectives.
Unlisted Closed-End Fund Structure; Limited Liquidity. The Fund does not currently intend to list the
Shares for trading on any securities exchange or any other trading market in the near future. There is currently
no secondary market for the Shares and the Fund does not expect any secondary market to develop for the
Shares. Stockholders of the Fund are not able to have their Shares repurchased or otherwise sell their Shareson a daily basis, because the Fund is an unlisted closed-end fund. An investment in the Fund is suitable
only for investors who can bear the risks associated with private market investments with potential limited
liquidity of the Shares. An investment in the Fund is suitable only for investors who can bear the risks
associated with private market investments with potential limited liquidity of the Shares as described in“Repurchases” above.
Operational Risk. The Fund is subject to operational risk, including the possibility that errors may bemade by the Adviser, the Fund’s service providers (including third-party fund administrators) or any of theirrespective affiliates in certain transactions, calculations or valuations on behalf of, or otherwise relating to,
the Fund. Stockholders may not be notified of the occurrence of an error or the resolution of any error.
Generally, the Adviser, the Fund’s service providers and any of their respective affiliates will not be held
accountable for such errors, and the Fund may bear losses resulting from such errors.
Risk of Unsuccessful Exit Strategies. The Fund may opportunistically sell, publicly list, distribute orotherwise dispose of Portfolio Investments at any time. It is not possible to predict whether a particular exit
strategy will be advantageous or available at the appropriate time. If the Fund fails to execute an exit
strategy successfully prior to the liquidation of the Fund, the Fund may be forced to liquidate its assets on
21

terms less favorable than anticipated and the proceeds from these Portfolio Investments and the remaining
Portfolio Investments may be materially and adversely affected.
Illiquid and Long-Term Investments. Although Portfolio Investments are expected to generate someamount of current 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 Fund are generally not liquid, it is unlikely that there will be a public market for
certain of the securities or debt instruments held by the Fund and such securities or debt instruments may
require a substantial length of time to liquidate. The Fund generally will not be able to sell these securities ordebt instruments publicly unless their sale is registered under applicable securities laws or unless an
exemption from such registration requirements is available. In addition, in some cases, the Fund may beprohibited or limited by contract from selling certain securities or debt instruments for a period of time andas a result, may not be permitted to sell a Portfolio Investment at the time it might otherwise desire to doso.
Projections. The Fund will make Portfolio Investments based upon projections developed by theAdviser or a Portfolio Company concerning a Portfolio Company’s future performance, outcome and cash
flow. Because projections are inherently subject to uncertainty and factors beyond the control of the Adviser
and the Portfolio Company, investors have no assurance that the Portfolio Investments will yield thereturns expected by the Fund’s management. The inaccuracy of certain assumptions, the failure to satisfy
certain requirements and the occurrence of other unforeseen events could impair the ability of a Portfolio
Company to realize projected values, outcomes and cash flow. In addition, subsequent to the Fund’s
acquisition of a particular Portfolio Investment, management or the Adviser may adjust projected returns
to reflect changes in market conditions or based upon other relevant facts and circumstances.
Valuations. Because secondary markets for certain investments may be limited or non-existent, they
may be difficult to value. When market quotations are not readily available or are deemed to be unreliable,
the Fund values its investments at fair value as determined in good faith pursuant to policies and procedures
approved by the Board of Directors. Fair value pricing may require subjective determinations about thevalue of a security or other asset. As a result, there can be no assurance that fair value pricing will result inadjustments to the prices of securities or other assets, or that fair value pricing will reflect actual market value,
and it is possible that the fair value determined for a security or other asset will be materially different
from quoted or published prices, from the prices used by others for the same security or other asset and/orfrom the value that actually could be or is realized upon the sale of that security or other asset. Where market
quotations are not readily available, valuation may require more research than for more liquid investments.
In addition, the Adviser may use an independent pricing service or prices provided by dealers to value certain
fixed income securities at their market value. The Board has designated the Adviser as the valuation
designee pursuant to Rule 2a-5 under the 1940 Act to perform fair value determinations relating to any or
all Fund investments. The Board oversees the Adviser in its role as the valuation designee in accordance withthe requirements of Rule 2a-5. In its role as the valuation designee, the Adviser is authorized to make allnecessary determinations of the fair value of portfolio securities and other assets for which market quotations
are not readily available or if it is deemed that the prices obtained from brokers and dealers or independent
pricing services are unreliable.
In particular, several factors which involve a significant degree of judgment could impact the valuationof the Fund’s Infrastructure Investments. The Fund will primarily hold Infrastructure Investments and otherassets that will not necessarily have readily ascertainable market values and which may be more illiquid innature. The valuation of such illiquid assets is inherently subjective and subject to increased risk that the
information utilized to value such assets or to create the pricing models may be inaccurate or subject to othererror. In addition, valuations rely on a variety of assumptions, including assumptions about projected cash
flows for the remaining holding periods for the assets, market conditions at the time of such valuations and/or
any anticipated disposition of the assets, legal and contractual restrictions on transfers that may limit
liquidity, and any transaction costs related to, and the timing and manner of, any anticipated disposition of
the assets, all of which may materially differ from the assumptions and circumstances on which the22valuations are based. The value of the Fund’s assets may also be affected by any changes in accounting
standards, policies or practices as well as general economic, political, regulatory and market conditions andthe actual operations of Infrastructure Investments, which are not predictable and can have a material
impact on the reliability and accuracy of such valuations. As such, the carrying value of an asset may notreflect the price at which the Infrastructure Investment could be sold in the market, and the difference between
carrying value and the ultimate sales price could be material. Accordingly, such values may not accuratelyreflect the actual market values of the Infrastructure Investments, and, thus, shareholders will likely makedecisions as to whether to purchase or tender Shares without complete and accurate valuation information.
Secondary Investments are generally valued based on the latest net asset value reported by the Portfolio
Fund Manager or third-party sponsor.
Interpretation of Governing Documents. The governing documents of the Fund establish complex
arrangements among the Fund, the stockholders, Brookfield and other relevant parties. From time to time,questions may arise regarding certain parties’ rights and obligations in certain situations, some of which may
not have been contemplated upon the negotiation and execution of such documents. In some instances, theoperative provisions of the governing documents may be broad, unclear, general, conflicting, ambiguous orvague and may allow for multiple reasonable interpretations. In other instances, there may not be a directly
applicable provision. 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 theFund or the stockholders.
Anti-Takeover Provisions. Certain provisions of the Charter and Bylaws could have the effect oflimiting the ability of other entities or persons to acquire control of the Fund or to modify the Fund’s
structure. These provisions may inhibit a change of control in circumstances that could give the stockholders
the opportunity to realize a premium over the value of the Shares.
Concentration Risk. The Fund is subject to concentration risk. Concentration risk is the risk that theFund’s investments in the securities of companies in one industry will cause the Fund to be more exposed
to developments affecting a single industry or market sector than a more broadly diversified fund would be.
The Fund may be subject to greater volatility with respect to its Portfolio Investments than if the Fundwas more broadly diversified.
Risks Upon Disposition of Investments. In connection with the disposition of certain types ofPortfolio Investments, the Fund may be required to make representations about the business and financial
affairs of the applicable Portfolio Company typical of those made in connection with the sale of any business,or may be responsible for the contents of disclosure documents under applicable securities laws. The Fund
may also be required to indemnify the purchasers of such Portfolio Company 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 thestockholders.
Recourse to Assets. The Fund’s assets, including any Portfolio Investments made by the Fund andany funds held by the Fund, are available to satisfy all liabilities and other obligations of the Fund. If theFund becomes subject to a liability, parties seeking to have the liability satisfied may have recourse to theFund’s assets generally and may not be limited to any particular asset, such as the asset representing thePortfolio Investment giving rise to the liability.
Other Considerations Regarding Repurchases. The Fund may sell Portfolio Investments to fundrepurchase offers. In addition, subject to the Fund’s investment restrictions with respect to borrowings, theFund may borrow money to finance the repurchase of Shares. However, there can be no assurance that theFund will be able to obtain such financing for repurchase offers if it attempts to do so. Although repurchaseoffers generally would be beneficial to stockholders by providing them with some ability to sell their Shares to
the Fund at the repurchase price, the acquisition of Shares by the Fund will decrease the total assets of theFund. Repurchase offers are, therefore, likely to increase the Fund’s expenses borne by remaining stockholders,
may result in untimely sales of Portfolio Investments and/or may limit the Fund’s ability to participate in
new investment opportunities. To the extent the Fund maintains a cash position to satisfy Fund repurchases,
the Fund would not be fully invested, which may reduce the Fund’s investment performance. Furthermore,23

to the extent the Fund borrows to finance the making of repurchase offers by the Fund, interest on suchborrowings reduces the Fund’s net investment income. In order to fund repurchase requests, the Fund may
be required to sell its more liquid, higher quality portfolio securities to purchase Shares that are tendered,
which may increase risks for remaining stockholders and increase Fund expenses.
Borrowing. Subject to certain limitations set forth in the Fund’s Prospectus and under applicable law,
the Fund intends, from time to time, to borrow at the Fund-level or at a subsidiary of the Fund on a secured
or unsecured basis. It is expected that this indebtedness, if incurred, will be secured primarily by the assetsof the Fund. In addition, the Adviser 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 Adviser, in its discretion, to elect not to incur suchleverage.
The extent to which the Fund or its subsidiary (including a Portfolio Company) uses leverage may haveimportant consequences to the stockholders, including, but not limited to, the following: (a) greaterfluctuations in the net assets of the 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 otherpurposes; (c) increased interest expense, if interest rate levels were to increase; (d) in certain circumstances,prematurely disposing of Portfolio Investments to service the Fund’s debt obligations; and (e) limitation on
the flexibility of the Fund to make distributions to its stockholders or sell assets that are pledged to secure
the indebtedness. There can be no assurance that the Fund will have sufficient cash flow to meet its debt
service obligations. As a result, the Fund’s exposure to losses may be increased due to the illiquidity ofPortfolio Investments generally.
In connection with any credit facility entered into by the Fund, the borrowers thereon (and thestockholders) may be required to (A) make certain representations and warranties to one or more lendersand (B) indemnify the lenders pursuant to any credit facility in case any such representations and warranties
are inaccurate. These arrangements may create contingent liabilities of the Fund and/or its subsidiaries, forwhich the Adviser may establish reserves or escrow accounts.
Capital Raise. The Fund may hold an initial closing at any time when the Adviser determines in its
discretion that a sufficient minimum of capital is ready to close. There is no guarantee that the Fund willmeet its capital raising goals. In the event that the Fund does not meet its capital raising goals, the Fund may
have made Portfolio Investments based on diversification goals that have assumed a greater amount of
capital contributions. As a result, the Fund may deploy capital in a higher concentration than anticipated ordesired, 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 Fund invests are
expected to be leveraged (including substantial leverage senior to the Fund’s Portfolio Investment, aconsiderable portion of which may be secured by first liens and/or may be at floating interest rates). Whilean investment in a leveraged Portfolio Company offers the opportunity for increased capital appreciation, andalthough the Adviser will seek to use leverage in a manner it believes is appropriate under the thencircumstances, 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 or deterioration in thecondition of such Portfolio Company, and such Portfolio Company may be subject to restrictive financial andoperating covenants. This leverage may result in more serious adverse consequences to such Portfolio
Investments (including their overall profitability or solvency) in the event these factors or events occur thanwould be the case for less leveraged companies. This could impair such Portfolio Company’s ability tofinance its future operations and capital needs and result in restrictive financial and operating covenants. As
a result, such Portfolio Company’s flexibility to respond to changing business and economic conditions
may be limited. If such a Portfolio Company is unable to generate sufficient cash flow to meet principal and/orinterest payments on its indebtedness or make regular dividend payments, such Portfolio Company may
default on its loan agreements or be forced into bankruptcy, resulting in a restructuring of such Portfolio
Company’s capital structure or liquidation, in which case the value of the Portfolio Investment in such
Portfolio Company could be significantly reduced or even eliminated. The debt securities acquired by theFund will generally not be the most senior in what could be a complex capital structure, and thus subject
to greater risk of loss. Furthermore, to the extent the Portfolio Investments in which the Fund has invested
24become insolvent, the Fund may determine, in cooperating with other debt holders or on its own, to engage,at the Fund’s expense in whole or in part, counsel and other advisors in connection 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 the markets in which theFund will seek to invest. Any negative impact from the tightening of, or adverse changes in, the credit markets
may result in: (a) an inability to finance the acquisition of Portfolio Investments on favorable terms, if atall; (b) increased financing costs; or (c) financing with increasingly restrictive covenants. Such changes in turnmay negatively impact the performance of Portfolio Investments. To the extent there is a lack of readily
available and reasonably priced debt financing available to potential purchasers at the time the Fund is readyto dispose of a Portfolio Investment, such circumstances could materially and negatively affect the numberof potential purchasers and the prices purchasers are willing to pay the Fund.
Risk of Bridge Financings. The 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 Adviser may not have caused the Fund toacquire 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 Fund), and the Adviser may seek to reduce the Fund’s
exposure to such assets through disposition, refinancing, co-investment or another transaction. In thesesituations, the Fund’s strategy may depend, in part, upon its ability to sell, refinance or otherwise reduce its
exposure to such Portfolio Investments after initially agreeing to consummate them. There can be noassurance in such instances that the 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 the assets or
third parties may not accept all or a portion of the amount offered for co-investment. If the Fund is unable
to complete such an anticipated transaction, its Portfolio Investments will be less diversified than they
otherwise may have been and the Fund may have greater exposure to certain Portfolio Investments, regions
and sectors than intended or desired, including to assets that the Adviser would not have acquired on a standalone basis or to a Portfolio Investment that exceeds the amount that is permitted to be invested in a single
Portfolio Investment that does not involve Bridge Financing. In addition, to the extent that the Fund is unable
to complete an anticipated transaction, it may incur broken deal and related costs associated with the
pursuit of such transaction.
Generally, in the case of the Fund reducing a Portfolio Investment involving Bridge Financing(including through disposition or co-investment), such transaction will be completed at a price negotiatedby the Adviser and the purchaser taking into account the then-relevant facts and circumstances, which may
include the Fund’s cost of such Portfolio Investment (and an allocable portion of costs and expenses) andother market events and forces. There can be no assurance that such transaction price will be equal to or morethan the Fund’s cost of such Portfolio Investment or that it necessarily or accurately reflect the thenmarket value of such Portfolio Investment, all costs and expenses associated therewith, or any interest orother carrying cost that would typically be associated with a loan. In addition, the 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 Fund. The Fund will be required to bear the losses of such
Portfolio Investment if such a transaction is not consummated or if required to sell the co-investment at a
reduced price in order to reduce the Fund’s exposure to such Portfolio Investment.
In circumstances in which the Fund otherwise could have made a Bridge Financing, Brookfield mayelect to provide such interim financing in lieu of the 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 suchsyndication is not successful, Brookfield will own more of the applicable Portfolio Company than it originallyintended. Further, in any such circumstances, in the event Follow-On Investments are made in such
Portfolio Company, the Fund 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 Fund had made the original Bridge
Financing in lieu of Brookfield providing interim financing. As a result, each of Brookfield and the Fund may
have differing ownership interests in such Follow-On Investments than in the original Portfolio Investment
related thereto.
25

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 should notethat 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 Fund to such investor. There may be non-U.S.
exchange regulations applicable to Portfolio Investments in non-U.S. currencies in certain jurisdictions where
the Fund’s Prospectus is being issued. The fees, costs and expenses incurred by stockholders in converting
their local currency to United States dollars (if applicable) in order to purchase Shares will be borne solely bysuch stockholder. In addition, it may be the case that the aggregate amount that a stockholder is required
to contribute to the Fund is well in excess of what such stockholder otherwise intended to contribute to theFund 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 Fund may be engaged in litigation both as a plaintiff and as a defendant. This risk is somewhat
greater where the Fund exercises control or significant influence over a Portfolio Company’s direction,
including as a result of board participation. Such litigation can arise as a result of issuer default, issuer
bankruptcies and/or other reasons. In certain cases, such issuers may bring claims and/or counterclaims
against the Fund, the Adviser and/or their respective principals and affiliates alleging violations of securities
laws and other typical issuer claims and counterclaims seeking significant damages. The expense ofdefending against claims made against the Fund by third parties and paying any amounts pursuant tosettlements or judgments would be borne by the Fund to the extent that (a) the Fund has not been able toprotect itself through indemnification or other rights against the Portfolio Company, (b) the Fund is notentitled to such protections or (c) the Portfolio Company is not solvent. The Adviser and others may be
indemnified by the Fund in connection with such litigation, subject to certain conditions.
The outcome of any proceedings involving the Fund or the Portfolio Investments may materiallyadversely affect the Fund and may continue without resolution for long periods of time. Any litigation may
consume substantial amounts of the Adviser’s time and attention, and that time and the devotion of theseresources to litigation may, at times, be disproportionate to the amounts at stake in the litigation. Under theAdvisory Agreement, the Fund will generally be responsible for indemnifying the Adviser and relatedparties for costs they may incur with respect to such litigation not covered by insurance.
Third-Party Advice. The Fund and the Adviser utilize the services of attorneys, accountants,
custodians, fund administrators and other consultants in their operations. The Fund and the Adviser
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 such service
providers may provide incorrect advice from time to time or may otherwise make errors when providing
services. Neither the Fund nor the Adviser will generally have any liability to the stockholders for any reliance
upon such advice or services. Service providers will be selected by the Adviser on behalf of the Fund withdue care and consistent with their obligations under applicable law. Notwithstanding the foregoing, the Fund
may bear the risk of any errors or omissions by such service providers. Additionally, subject to certain
limitations, the Fund may be required to exculpate and indemnify such service providers for any losses
incurred. See also “Cybersecurity Risk” below. Whenever the Adviser makes a determination or uses its
discretion, unless otherwise indicated, it shall do so in its sole and absolute discretion.
Cybersecurity Risk. The Adviser, the Portfolio Investments and any of their respective service
providers and other market participants increasingly depend on complex information technology andcommunications systems to conduct business functions. For example, the Fund expects to provide
stockholders all statements, reports, notices, updates, requests and any other communications required inelectronic form, such as e-mail 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 Fundand the stockholders, despite the efforts of the Adviser, the Portfolio Investments and any of their respective
service providers to adopt technologies, processes and practices intended to mitigate these risks andprotect the security of their computer systems, software, networks, e-mail and other technology assets, aswell as the confidentiality, integrity and availability of information belonging to the Fund and the26stockholders. Cyber incidents refer to both intentional attacks and unintentional events including: processing
errors, human errors, technical errors including computer glitches and system malfunctions, inadequate or
failed internal or external processes, market-wide technical-related disruptions, unauthorized access to digitalsystems (through “hacking” or malicious software coding), computer viruses, and cyber-attacks whichshut 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 the systems of the Adviser, the Portfolio
Investments, or any of their respective service providers or counterparties or data within those systems without
the knowledge of system users. Third parties may also attempt to fraudulently induce employees, customers,
third-party service providers or other users of the Adviser’s, the Portfolio Investments’ or any of theirrespective service providers’ systems to disclose sensitive information in order to gain access to their data orthat of the Fund’s investors. A successful penetration or circumvention of the security of the Adviser’s,
the Portfolio Investments’ or any of their respective service providers’ systems could result in the loss or theftof a stockholder’s data or funds, the inability to access electronic systems, disruption of its business, loss
or theft of proprietary information or corporate data, physical damage to a computer or network system orcosts associated with system repairs. Such incidents could cause the Fund, the Adviser, 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, regulatoryintervention or financial loss. The Fund and the Adviser make no assurances, representations or warranties
in relation to these matters, and have not obtained representations or warranties in relation to thesematters from all of their respective service providers. In addition, the Adviser, the Fund’s subsidiaries andeach of their respective affiliates reserve the right to intercept, monitor and retain e-mail messages to and fromits systems as permitted by applicable law. Substantial costs may be incurred in order to prevent any cyberincidents in the future. While the 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 suchplans and systems including the possibility that certain risks have not been identified. Furthermore, theFund cannot control the cybersecurity plans and systems put in place by its service providers or any otherthird parties whose operations may affect the Fund. In addition, jurisdictions in which Brookfield operates
have recently adopted or are considering adopting laws that include stringent operational requirements forentities 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 and state level.
Dependence on Third-Party Administrators. The Fund expects to enter into, and may otherwise bebound from time to time with respect to, a services agreement with a third-party administrator. Any suchadministrator may perform certain administrative, accounting and reporting services for or related to theFund. If engaged, the Fund would depend on the services provided by any such administrator in order tocomply with certain reporting and other obligations set forth in the Fund’s Prospectus. The Adviser
intends to monitor any such administrator and its performance. However, there is no assurance that suchadministrator will comply with its obligations to the Fund or that the Fund will be able to recover in part orin full 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 or otherwise. Investors
will not have the ability to bring a direct claim against any such administrator and, to the extent that suchadministrator is performing obligations of the Adviser or its affiliates, the Advisory Agreement include
exculpation and indemnification provisions that will limit the circumstances under which the Adviser and its
affiliates can be held liable to the Fund. The Fund would pay all fees payable to any such administrator
with respect to the services for or related to the Fund. In addition to the payment of the fees, the Fund would
reimburse any such administrator for any out-of-pocket expenses and other amounts agreed to with suchadministrator. Under the services agreement, the Fund may agree to indemnify and hold harmless any suchadministrator and its related parties.
Regulatory Risks. As an affiliate of Brookfield, which has regulated activities, the Fund and its
activities may be subject to certain limitations that may not be applicable to an investor unaffiliated with aregulated entity. The Fund may also be subject to certain restrictions when considering investments or businessactivities in regulated industries because of the impact of these investments on Brookfield. As a result, theAdviser may restrict or limit transactions or exercise of rights for the Fund or limit the amount of voting
securities purchased by the Fund or restrict the type of governance rights it acquires or exercises in27

connection with its investments in regulated industries. In addition, regulatory changes could occur during
the term of the Fund that may materially and adversely affect the Fund.
Regulatory Risks of Portfolio Funds. The regulatory environment for Portfolio Funds (and forregistered investment companies investing in Portfolio Funds) is complex and evolving. Changes in theregulation or taxation of Portfolio Funds are impossible to predict and may adversely affect the value of theInfrastructure Investments, the ability of the Fund to execute its investment strategy, and the ability of theFund to offer its interests to investors who do not qualify as “accredited investors” as defined in Rule 501(a)of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Thereis no guarantee that the SEC will not require the Fund’s stockholders to meet certain eligibility criteria in the
future. Under such circumstances, any stockholders of the Fund who are not “accredited investors” maybe subject to mandatory repurchase of all of their Shares in the Fund.
Investor Legal, Regulatory and Policy Compliance. Many stockholders, including U.S. states, theirsubdivisions and associated pension plans, have adopted stringent investment policies or are required tocomply with 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 stockholders 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 aresult of the conduct of the Adviser or a Portfolio Investment or an action by such stockholder, could havean adverse effect on the Fund by, for example, providing the basis for the ability of such stockholder towithdraw from the Fund or an Alternative Investment Vehicle, as applicable.
Prevention of Money Laundering. As part of the Adviser’s responsibility for the prevention of money
laundering under the Uniting and Strengthening America by Providing Appropriate Tools Required toInterrupt and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”) and similar laws, regulations, rules andorders in effect in the United States and non-U.S. countries, the Fund may require a detailed verificationof a prospective investor’s and its beneficial owners’ identity and the source of such prospective investor’scapital contributions. In the event of delay or failure by a prospective investor to produce any such information
required for verification purposes, the Fund may refuse to accept the subscription and any monies relating
thereto. In addition, each prospective investor will be required to represent and warrant to the Fund, among
other things, that (a) the proposed investment by such prospective investor will not directly or indirectly
contravene United States federal, state, international or other laws or regulations, including the PATRIOT
Act and other applicable Anti-Money Laundering Laws and regulations, (b) no capital contribution to theFund by such prospective investor will be derived, directly or indirectly, from any illegal or illegitimate
activities, (c) such prospective investor is not a country, territory, person or entity named on a list promulgatedby the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”), the E.U. and/or
U.K. regulations prohibiting, among other things, the engagement in transactions with, and the provision ofservices to, certain non-U.S. countries, territories, entities and individuals, nor is such prospective investor
or any of its affiliates a natural person or entity with whom dealings are prohibited under any OFAC, E.U.
and/or U.K. regulations, (d) such prospective investor is not owned, directly or indirectly, by any person orentity named on such lists or otherwise subject to such prohibitions under OFAC, E.U. and/or U.K.
regulations, and (e) such prospective investor is not otherwise prohibited from investing in the Fund pursuant
to other applicable United States anti-money laundering, anti-terrorist and non-U.S. asset control laws,
regulations, rules or orders and similar rules in other jurisdictions. Each stockholder will be required topromptly notify the Adviser if any of the foregoing will cease to be true with respect to such stockholder.
As a result of the above-described anti-money laundering regulations or as a result of changes in law,
the Adviser may from time to time request (outside of the subscription process), and the stockholders will
be obligated to provide to the Adviser upon such request, additional information as from time to time may berequired for the Adviser and the Fund to satisfy their respective obligations under these and other laws
and regulations that may be adopted in the future. Such information may be provided to governmental andregulatory agencies without notification to the stockholders. Also, the Adviser may from time to time be
obligated to file reports with various jurisdictions with regard to, among other things, the identity of theFund’s stockholders and suspicious activities involving the Shares.
28

In the event it is determined, or the Adviser believes, that any stockholder, or any direct or indirectowner of any stockholder, is a person identified in any of these laws and regulations as a prohibited person,or is otherwise engaged in activities of the type prohibited under these laws and regulations, or theinvestments by the stockholders is or has become a prohibited investment, the Adviser may be obligated,among other actions to be taken, to “freeze the account” of such stockholder and withhold distributions ofany funds otherwise owing to such stockholder or to cause such stockholder’s Shares to be cancelled orotherwise repurchased (without the payment of any consideration in respect of those Shares).
Risks Associated With Status as a Regulated Investment Company. The Fund intends to qualify forfederal income tax purposes as a regulated investment company under Subchapter M of the Code.
Qualification requires, among other things, compliance by the Fund with certain distribution requirements.
Statutory limitations on distributions on the common Shares if the Fund is leveraged and fails to satisfy
the 1940 Act’s asset coverage requirements could jeopardize the Fund’s ability to meet such distribution
requirements. The Fund presently intends, however, to purchase or redeem any outstanding leverage to theextent necessary in order to maintain compliance with such asset coverage requirements. Qualification also
requires the Fund to diversify its investments in the manner prescribed by the RIC rules. Satisfying suchdiversification requirements may limit or otherwise adversely affect the implementation and execution of theFund’s investment strategy.
Tax-Exempt Investors. Certain entities are generally exempt from U.S. taxation under Section 501 of
the Code except to the extent that they have “unrelated business taxable income” (“UBTI”). UBTI is income
from an unrelated trade or business regularly carried on, excluding various types of income (so long as notderived from debt-financed property) such as dividends, interest, royalties, rents from real property (andincidental personal property) and gains from the sale of property other than inventory and property held
primarily for sale to customers. The Fund may make Portfolio Investments that would generate UBTI if
owned directly by a U.S. tax-exempt investor, but if such an investor realizes this income through its ownershipin a corporation that qualifies as a RIC, the income from the RIC would not constitute UBTI as long as
the tax-exempt investor has not acquired its shares in the Fund with acquisition indebtedness and the RIC
has not recognized income derived from direct or indirect investments in residual interests in real estate
mortgage investment conduits or equity interests in taxable mortgage pools. If the Fund fails to qualify asa RIC, it will still be treated as a corporation, and as such would not pass UBTI through to tax-exempt
investors (subject to the conditions described in the preceding sentence).
Non-U.S. Investors. Non-U.S. investors are generally exempt from U.S. net income taxation if theiractivities consist solely of trading in securities or commodities for their own account (as described in
Section 864 of the Code). However, non-U.S. investors would be subject to U.S. net income taxation to theextent their income is “effectively connected with the conduct of a trade or business in the United States,” asdefined in the Code (“ECI”). The Fund may make Portfolio Investments that generate ECI, including
investments in flow-through entities that are engaged or treated as engaged in U.S. trade or business. However,as a corporation for U.S. tax purposes, the Fund would not pass through ECI to its stockholders unlessthe Fund is treated as a United States real property holding corporation (“USRPHC”). Dividends from theFund, to the extent they do not constitute “qualified net interest income” or “qualified short-term capitalgain” (each as defined below) from a RIC, generally would be subject to U.S. federal withholding tax at a rateof 30% or lower rate imposed by an applicable tax treaty. Accordingly, each prospective non-U.S. investor
should consult with its own tax and other advisors as to the advisability and tax consequences to its particular
circumstances of an investment in the Fund.
Special rules would apply if the Fund were a qualified investment entity (“QIE”) because it is either a
USRPHC or would be a USRPHC but for the operation of certain exceptions to the definition of “UnitedStates real property interests” (“USRPIs”) described below. Very generally, a USRPHC is a domestic
corporation that holds USRPIs the fair market value of which equals or exceeds 50% of the sum of the fairmarket values of the corporation’s USRPIs, interests in real property located outside the U.S., and othertrade or business assets. USRPIs are generally defined as any interest in U.S. real property and any interestin a USRPHC (other than solely as a creditor) or, very generally, an entity that has been a USRPHC in the last
five years. A RIC that holds, directly or indirectly, significant interests in real estate investment trusts(“REITs”) may be a USRPHC. Interests in domestically controlled QIEs, including REITs and RICs thatare QIEs, not-greater-than 10% interests in publicly traded classes of stock in REITs and not-greater- than-5%29

interests in publicly traded classes of stock in RICs generally are not USRPIs, but these exceptions do not
apply for purposes of determining whether the Fund is a QIE. If an interest in the Fund were a USRPI, theFund would be required to withhold U.S. tax on the proceeds of a share redemption by a non-U.S. investor,
in which case such non-U.S. investor generally would also be required to file U.S. tax returns and pay any
additional taxes due in connection with the redemption.
If the Fund were a QIE, under a special “look-through” rule, any distributions by the Fund to a
non-U.S. investor (including, in certain cases, distributions made by the Fund in redemption of its Shares)
attributable directly or indirectly to (i) distributions received by the Fund from a lower-tier RIC or REIT that
the Fund is required to treat as USRPI gain in its hands, and (ii) gains realized on the disposition of
USRPIs by the Fund would retain their character as gains realized from USRPIs in the hands of the Fund’s
non-U.S. investors and would be subject to U.S. tax withholding. In addition, such distributions would
result in the non-U.S. investor being required to file a U.S. tax return and pay tax on the distributions atregular U.S. federal income tax rates.
Financial and Tax Situation. The results of the Fund’s activities may affect individual stockholders
differently, depending upon their individual financial and tax situations because, for instance, of the timingof 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 Adviser will endeavor to make decisions in the best interest of the Fund as awhole, but there can be no assurance that a result will not be more advantageous to some stockholders
compared to other stockholders, or to the Adviser compared to any particular stockholder.
Each prospective investor should be aware that tax laws, regulations and IRS rulings and guidance arechanging on an ongoing basis, and such laws and regulations may be changed with retroactive effect andmay directly or indirectly subject the Fund and/or the stockholders to increased tax liabilities or have otheradverse effects, including requiring stockholders to provide certain additional information to the 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 the accrual of potential
tax liabilities even in situations where the Fund or the stockholders do not expect to be ultimately subject tosuch tax liabilities. Moreover, accounting standards or related tax reporting obligations may change,
giving rise to additional accruals or other obligations.
Taxation of the Fund in Non-U.S. Jurisdictions. The Fund or its stockholders could be subject to tax
and/or tax filing obligations in non-U.S. jurisdictions in which the Fund invests. In addition, proceeds from
Portfolio Investments held by the Fund could be reduced by withholding taxes or other taxes imposed by
non-U.S. jurisdictions in which the Fund invests, and there can be no assurance that U.S. tax credits may beclaimed with respect to such non-U.S. taxes incurred.
Debt-Equity Treasury Regulations. The Treasury Regulations treat certain related-party financings as
equity and recharacterize interest payments as dividends. Such re-characterization would preclude thedeductibility of interest related to such financing. Although such Treasury Regulations in their current form
are not expected to impact the Fund, the scope of such Treasury Regulations may be expanded.
Adequacy of Reserves. The Fund may establish holdbacks or reserves, including for estimated accrued
expenses, Management Fees, pending or anticipated liabilities, Portfolio Investments, claims and contingencies
relating to the Fund. Estimating the appropriate amount of such reserves is difficult and inadequate orexcessive reserves could impair the investment returns to stockholders. If the Fund’s reserves are inadequate
and other cash is unavailable, the Fund may be unable to take advantage of attractive investment
opportunities or protect its existing Portfolio Investments. Further, the allocation of investment opportunities
among the Fund and other Brookfield Accounts may depend, in part, on their respective reserves at thetime of allocating the opportunity, possibly resulting in different investment allocations if any such reserves
are inadequate or excessive.
In-Kind Remuneration to the Adviser. The Adviser may choose to receive Shares in lieu of certain feesor distributions. Under certain circumstances Shares of the Fund held by the Adviser or its affiliates may be
withdrawn in exchange for distributions in cash at the holder’s election, and there may not be sufficient
cash to make such a withdrawal/repurchase payment; therefore, the Fund may need to use cash from30

operations, borrowings, offering proceeds or other sources to make the payment, which will reduce cash
available for distribution to a stockholder or for investment in the Fund’s operations.
RISKS ASSOCIATED WITH SECONDARY INVESTMENTS
General Risks of Secondary Investments. The overall performance of the Fund’s Secondary
Investments depends in large part on the acquisition price paid, which may be negotiated based on incomplete
or imperfect information. Certain Secondary Investments may be purchased as a portfolio, and in suchcases the Fund may not be able to exclude from such purchases those investments that the Adviser considers(for commercial, tax, legal or other reasons) less attractive. In addition, the costs and resources required toinvestigate the commercial, tax and legal issues relating to Secondary Investments may be significant. The
Portfolio Funds or the interests that the Adviser may consider for investment may have been formed ororganized to meet the specific regulatory, tax or ERISA objectives of the original investors, which may notcorrespond to the objectives of the Fund. Accordingly, investment by the Fund may not be permitted, may beotherwise restricted or may be inefficient from a tax perspective to one or more categories of investors in
the Fund. The Adviser may seek to structure any investment to address any applicable regulatory, tax or
ERISA limitations, but may not be successful in doing so.
Non-Traditional Secondary Transactions and Joint and Other Investments. The Fund may invest withthird-parties and otherwise through joint ventures, structured transactions and similar arrangements, andmay invest in “synthetic secondaries” or other non-traditional secondary investments such as fundrecapitalizations, as well as other assets. These investments may be designed to share risk in the underlying
investments with third-parties or may involve the Fund taking on greater risk generally with an expected
greater return or reducing risk with a corresponding reduction in control or in the expected rate of return.
These arrangements may expose the Fund to additional risks, including risks associated with counterparties
and risks associated with the lack of registered title to the investments in the Portfolio Funds, in addition
to the normal risks associated with the Portfolio Funds, their managers and portfolio companies. In addition,
the Fund may make other investments with risk and return profiles that the Adviser determines to be
similar to those of traditional secondary investments. These investments may be outside the core expertiseof the Adviser and may involve different risks to those of traditional secondary investments.
Restrictions on Transfers of Secondary Interests. The secondary interests in which the Fund may
invest are highly illiquid, long-term in nature and typically subject to significant restrictions on transfer,including a requirement for approval of the transfer by the general partner or the investment manager of thePortfolio Fund, and often rights of first refusal in favor of other investors. Completion of the transfer isoften time-consuming and relatively difficult as compared to a transfer of other securities. Although theAdviser believes that the Fund will be viewed by the general partners or investment managers as an attractive
investor, there can be no assurance that the Fund will be successful in closing on acquisitions of secondaryinterests, even in situations where it has signed a binding contract to acquire the investments. For example, ageneral partner or investment manager may expect a secondary buyer to commit on a primary basis to a
new fund it is sponsoring as a condition to its consent to the secondary transfer, and the Fund may not beable or willing to close on such a “stapled secondary” transaction as a result of such condition. In addition,as part of the transfer of an interest in a Portfolio Fund, the Fund may assume the obligations of theseller as owner of the interest, including the obligation to return distributions previously received by theseller in respect of investments made by the Portfolio Fund prior to such transfer, including investments thatare not owned by the Portfolio Fund at the time of such transfer. The Fund may or may not be indemnified
by the seller against these obligations, but if the Fund is not so indemnified or if it is unable to recover on
the indemnity, the Fund will suffer the economic loss.
RISKS ASSOCIATED WITH INVESTMENTS IN PORTFOLIO FUNDS
General Risks of Investments in Portfolio Funds. Because the Fund invests in Portfolio Funds, astockholder’s investment in the Fund will be affected by the investment policies and decisions of thePortfolio Fund Manager of each Portfolio Fund in direct proportion to the amount of Fund assets that areinvested in each Portfolio Fund. The Fund’s net asset value may fluctuate in response to, among otherthings, various market and economic factors related to the markets in which the Portfolio Funds invest andthe financial condition and prospects of issuers in which the Portfolio Funds invest. The success of the31

Fund depends, in part, upon the ability of the Portfolio Fund Managers to develop and implement
strategies that achieve their investment objectives. Stockholders will not have an opportunity to evaluate thespecific investments made by the Portfolio Funds or the Portfolio Fund Managers, or the terms of any
such investments. In addition, the Portfolio Fund Managers could materially alter their investment strategies
from time to time without notice to the Fund. There can be no assurance that the Portfolio Fund Managers
will be able to select or implement successful strategies or achieve their respective investment objectives.
Portfolio Funds are Not Registered. The Fund is registered as an investment company under the1940 Act. The 1940 Act is designed to afford various protections to investors in pooled investment vehicles.
For example, the 1940 Act imposes limits on the amount of leverage that a registered investment company canassume, restricts layering of costs and fees, restricts transactions with affiliated persons and requires thatthe investment company’s operations be supervised by a board of managers, a majority of whose members
are independent of management. However, most of the Portfolio Funds in which the Fund invests are notsubject to the provisions of the 1940 Act. Many Portfolio Fund Managers may not be registered as
investment advisers under the Advisers Act. As an investor in the Portfolio Funds managed by Portfolio
Fund Managers that are not registered as investment advisers, the Fund will not have the benefit of certainof the protections of the Advisers Act.
In addition, the Portfolio Funds typically do not maintain their securities and other assets in thecustody of a bank or a member of a securities exchange, as generally required of registered investmentcompanies, in accordance with certain SEC rules. A registered investment company which places its securities
in the custody of a member of a securities exchange is required to have a written custodian agreement,
which provides that securities held in custody will be at all times individually segregated from the securities
of any other person and marked to clearly identify such securities as the property of such investment company
and which contains other provisions designed to protect the assets of such investment company. The
Portfolio Funds in which the Fund will invest may maintain custody of their assets with brokerage firms
which do not separately segregate such customer assets as would be required in the case of registeredinvestment companies, or may not use a custodian to hold their assets. Under the provisions of the Securities
Investor Protection Act of 1970, as amended, the bankruptcy of any brokerage firm used to hold Portfolio
Fund assets could have a greater adverse effect on the Fund than would be the case if custody of assets weremaintained in accordance with the requirements applicable to registered investment companies. There isalso a risk that a Portfolio Fund Manager could convert assets committed to it by the Fund to its own use
or that a custodian could convert assets committed to it by a Portfolio Fund Manager to its own use. Therecan be no assurance that the Portfolio Fund Managers or the entities they manage will comply with allapplicable laws and that assets entrusted to the Portfolio Fund Managers will be protected.
Portfolio Funds are Generally Non-Diversified. While there are no regulatory requirements that theinvestments of the Portfolio Funds be diversified, some Portfolio Funds may undertake to comply withcertain investment concentration limits. Portfolio Funds may at certain times hold large positions in a
relatively limited number of investments. Portfolio Funds may target or concentrate their investments inparticular markets, sectors or industries. Those Portfolio Funds that concentrate in a specific industry or
target a specific sector will also be subject to the risks of that industry or sector, which may include, but are notlimited to, rapid obsolescence of technology, sensitivity to regulatory changes, minimal barriers to entry
and sensitivity to overall market swings. As a result, the net asset values of such Portfolio Funds may besubject to greater volatility than those of investment companies that are subject to diversification requirements
and this may negatively impact the net asset value of the Fund.
Securities of Portfolio Funds are Generally Illiquid. The securities of the Portfolio Funds in which theFund invests or plans to invest will generally be illiquid. Subscriptions to purchase the securities of Portfolio
Funds are generally subject to restrictions or delays. Similarly, the Fund may not be able to dispose ofPortfolio Fund interests that it has purchased in a timely manner and, if adverse market conditions were todevelop during any period in which the Fund is unable to sell Portfolio Fund interests, the Fund might obtaina less favorable price than that which prevailed when it acquired or subscribed for such interests, and thismay negatively impact the net asset values of the Fund.
Portfolio Fund Operations are Not Transparent. The Adviser does not control the investments oroperations of the Portfolio Funds. A Portfolio Fund Manager may employ investment strategies that differ
from its past practices and are not fully disclosed to the Adviser and that involve risks that are not anticipated32

by the Adviser. Some Portfolio Fund Managers may have a limited operating history, and some may have
limited experience in executing one or more investment strategies to be employed for a Portfolio Fund.
Furthermore, there is no guarantee that the information given to the Administrator and reports given to theAdviser with respect to the Fund’s investments in Portfolio Funds will not be fraudulent, inaccurate or
incomplete.
Valuation of the Fund’s Interests in Portfolio Funds. The valuation of the Fund’s investments in
Portfolio Funds is ordinarily determined based upon valuations provided by the Portfolio Fund Managers
of such Portfolio Funds which valuations are generally not audited. A majority of the securities in which thePortfolio Funds invest will not have a readily ascertainable market price and will be valued by the Portfolio
Fund Managers. In this regard, a Portfolio Fund Manager may face a conflict of interest in valuing thesecurities, as their value may affect the Portfolio Fund Manager’s compensation or its ability to raise
additional funds. No assurances can be given regarding the valuation methodology or the sufficiency ofsystems utilized by any Portfolio Fund, the accuracy of the valuations provided by the Portfolio Funds, that
the Portfolio Funds will comply with their own internal policies or procedures for keeping records or
making valuations, or that the Portfolio Funds’ policies and procedures and systems will not change without
notice to the Fund. As a result, valuations of the securities may be subjective and could prove in hindsightto have been wrong, potentially by significant amounts. The Board has approved valuation procedures for theFund and has designated the Adviser as the valuation designee pursuant to Rule 2a-5 under the 1940 Act
to perform fair value determinations relating to any or all Fund investments, subject to the oversight of theBoard. The Adviser will periodically review Portfolio Fund Managers’ valuation methods and inputs, including
at initial purchase, but will generally not have sufficient information in order to be able to confirm or
review the accuracy of valuations provided by Portfolio Fund Managers.
A Portfolio Fund Manager’s information could be inaccurate due to fraudulent activity, misvaluation
or inadvertent error. In any case, the Fund may not uncover errors for a significant period of time. Even if
the Adviser elects to cause the Fund to sell its interests in such a Portfolio Fund, the Fund may be unable tosell such interests quickly, if at all, and could therefore be obligated to continue to hold such interests foran extended period of time. In such a case, the Portfolio Fund Manager’s valuations of such interests could
remain subject to such fraud or error, and the Adviser, in its capacity as the valuation designee, may
determine to discount the value of the interests or value them at zero.
Stockholders should be aware that situations involving uncertainties as to the valuations by Portfolio
Fund Managers could have a material adverse effect on the Fund if the Portfolio Fund Manager’s, theAdviser’s or the Fund’s judgments regarding valuations should prove incorrect. Prospective investors who
are unwilling to assume such risks should not make an investment in the Fund.
Multiple Levels of Fees and Expenses. Although in many cases investor access to the Portfolio Funds
may be limited or unavailable, an investor who meets the conditions imposed by a Portfolio Fund may beable to invest directly with the Portfolio Fund. By investing in Portfolio Funds indirectly through the Fund,the investor bears asset-based and performance-based fees charged by the Fund, in addition to any assetbased fees and performance-based fees and allocations at the Portfolio Fund level. Moreover, an investor in
the Fund bears a proportionate share of the fees and expenses of the Fund (including, among otherthings and as applicable, offering expenses, operating costs, sales charges, brokerage transaction expenses,
management fees, distribution fees, administrative and custody fees, and repurchase offer expenses) and,indirectly, similar expenses of the Portfolio Funds. Thus, an investor in the Fund may be subject to higher
operating expenses than if he or she invested in a Portfolio Fund directly or in a closed-end fund which
did not invest through Portfolio Funds.
Each Portfolio Fund generally will be subject to a performance-based fee or allocation irrespective of
the performance of other Portfolio Funds and the Fund generally. Accordingly, a Portfolio Fund Manager
to a Portfolio Fund with positive performance may receive performance-based compensation from thePortfolio Fund, and thus indirectly from the Fund and its stockholders, even if the overall performance of
the Fund is negative. Generally, asset-based fees payable to Portfolio Fund Managers of the Portfolio Funds
will range from 1% to 2.5% (annualized) of the commitment amount of the Fund’s investment, andperformance-based fees or allocations are typically 10% to 20%, although it is possible that such amounts
may be exceeded for certain Portfolio Fund Managers. The performance-based compensation received by a33

Portfolio Fund Manager also may create an incentive for that Portfolio Fund Manager to make investmentsthat are riskier or more speculative than those that it might have made in the absence of such performancebased compensation.
Investors that invest in the Fund through financial advisers or intermediaries may also be subject toaccount fees or charges levied by such parties. Prospective investors should consult with their respective
financial advisers or intermediaries for information regarding any fees or charges that may be associated withthe services provided by such parties.
Inability to Vote. To the extent that the Fund owns less than 5% of the voting securities of each
Portfolio Fund, it may be able to avoid that any such Portfolio Fund is deemed an “affiliated person” of theFund for purposes of the Investment Company Act (which designation could, among other things,
potentially impose limits on transactions with the Portfolio Funds, both by the Fund and other clients of
the Adviser). To limit its voting interest in certain Portfolio Funds, the Fund may enter into contractual
arrangements under which the Fund irrevocably waives its rights (if any) to vote its interests in a Portfolio
Fund or otherwise seek interests that do not include voting rights. These arrangements may increase theability of the Fund and other clients of the Adviser to invest in certain Portfolio Funds. However, to the extent
the Fund contractually forgoes the right to vote the securities of a Portfolio Fund, the Fund will not beable to vote on matters that require the approval of such Portfolio Fund’s investors, including matters which
may be adverse to the Fund’s interests. There are, however, other statutory tests of affiliation (such as on
the basis of control), and, therefore, the prohibitions of the Investment Company Act with respect to affiliatedtransactions could apply in certain situations where the Fund owns less than 5% of the voting securities ofa Portfolio Fund. If the Fund is considered to be affiliated with a Portfolio Fund, transactions between theFund and such Portfolio Fund may, among other things, potentially be subject to the prohibitions ofSection 17 of the 1940 Act notwithstanding that the Fund has entered into a voting waiver arrangement.
Consortium or Offsetting Investments. The Portfolio Fund Managers may invest in consortia, which
could result in increased concentration risk where multiple Portfolio Funds in the Fund’s portfolio each
invest in a particular underlying company. In other situations, Portfolio Funds may hold economicallyoffsetting positions. To the extent that the Portfolio Fund Managers do, in fact, hold such offsetting positions,
the Fund’s portfolio, considered as a whole, may not achieve any gain or loss despite incurring fees andexpenses in connection with such positions. In addition, Portfolio Fund Managers are compensated basedon the performance of their portfolios. Accordingly, there often may be times when a particular Portfolio
Fund Manager may receive incentive compensation in respect of its portfolio for a period even though
the Fund’s net asset values may have decreased during such period. Furthermore, it is possible that fromtime to time, various Portfolio Fund Managers selected by the Adviser may be competing with each otherfor investments in one or more markets.
Limitations on Ability to Invest in Portfolio Funds. Certain Portfolio Fund Managers’ investment
approaches can accommodate only a certain amount of capital. Portfolio Fund Managers typicallyendeavor not to undertake to manage more capital than such Portfolio Fund Manager’s approach canaccommodate without risking a potential deterioration in returns. Accordingly, each Portfolio Fund Manager
has the right to refuse to manage some or all of the Fund’s assets that the Adviser may wish to allocate tosuch Portfolio Fund Manager. Further, continued sales of Shares would dilute the indirect participation ofexisting stockholders with such Portfolio Fund Manager.
In addition, it is expected that the Fund will be able to make investments in particular Portfolio Funds
only at certain times, and commitments to Portfolio Funds may not be accepted (in part or in their entirety).
As a result, the Fund may hold cash or invest any portion of its assets that is not invested in Portfolio
Funds in cash equivalents, short-term securities or money market securities pending investment in Portfolio
Funds. To the extent that the Fund’s assets are not invested in Portfolio Funds, the Fund may be unable
to meet its investment objective.
Indemnification of Portfolio Funds and Portfolio Fund Managers. The Fund may agree to indemnify
certain of the Portfolio Funds and the Portfolio Fund Managers and their respective officers, directors, andaffiliates from any liability, damage, cost, or expense arising out of, among other things, acts or omissions
undertaken in connection with the management of Portfolio Funds or direct investments. If the Fund were34

required to make payments (or return distributions received from such Portfolio Funds or direct investments)
in respect of any such indemnity, the Fund could be materially adversely affected.
Termination of the Fund’s Interest in a Portfolio Fund. A Portfolio Fund may, among other things,
terminate the Fund’s interest in that Portfolio Fund (causing a forfeiture of all or a portion of such interest)
if the Fund fails to satisfy any capital call by that Portfolio Fund or if the continued participation of theFund in the Portfolio Fund would have a material adverse effect on the Portfolio Fund or its assets.
TRANSFERS & LIQUIDITY
Lack of Liquidity. There is no current public trading market for the Shares, and the Adviser does notexpect that such a market will ever develop. Therefore, repurchases will likely be the only way for you todispose of your Shares. The Fund expects to process withdrawal related distributions at a price equal to theapplicable NAV as of the repurchase date and not based on the price at which you initially purchased
your Shares. Subject to limited exceptions, Shares withdrawn within one (1) year of the date of issuance will
be subject to a repurchase fee in connection with such withdrawal. As a result, you may receive less thanthe price you paid for your Shares when you withdraw from the Fund.
The Fund intends, but is not obligated, to conduct quarterly tender offers for up to 5.0% of its
outstanding Shares at the applicable NAV per share as of the applicable valuation date in the sole discretionof the Board.
The Adviser may, but is not obligated to, suspend the determination of NAV and/or the Fund’soffering and/or repurchases where circumstances so require.
In the event that, pursuant to the limitations above, not all of the repurchase requests during a given
quarter are to be accepted by the Fund, Shares submitted for withdrawal during such quarter will bewithdrawn on a pro rata basis (measured on an aggregate basis (without duplication) across the Fund if
applicable). All unsatisfied repurchase must be resubmitted for the next available repurchase date, unless sucha repurchase request is withdrawn or revoked by a stockholder before such repurchase date.
Certain of the Fund’s assets are expected to consist of Portfolio Investments that cannot generally bereadily liquidated without impacting the Fund’s ability to realize full value upon their disposition. Therefore,
the Fund may not always have a sufficient amount of cash to immediately satisfy repurchase requests. As aresult, your ability to have your Shares repurchased by the Fund may be limited and at times you may not beable to liquidate your investment.
Effect of Repurchases. Economic events affecting the world economy, could cause stockholders to
submit repurchase requests at a time when such events are adversely affecting the performance of theFund’s Portfolio Investments. Even if the Adviser decides to satisfy all resulting repurchase requests, theFund’s cash flow could be materially adversely affected. In addition, if the Fund determines to sell Portfolio
Investments to satisfy repurchase requests, it may not be able to realize the return on such Portfolio
Investments that it may have been able to achieve had it sold at a more favorable time, and the Fund’s
results of operations and financial condition could be materially adversely affected.
Mandatory Repurchase. The Fund may repurchase Shares without consent or other action by thestockholder or other person if the Fund determines that:• the Shares have vested in any other person other than by operation of law as a result of the death,divorce, dissolution, bankruptcy, insolvency or adjudicated incompetence of the stockholder;• ownership of the Shares by a stockholder or other person is likely to cause the Fund to be in
violation of, or require registration of the Shares under, or subject the Fund to additional registration
or regulation under, the securities, commodities, or other laws of the U.S. or any other relevant
jurisdiction;• continued ownership of the Shares by a stockholder may subject the Fund or any stockholder to an
undue risk of adverse tax or other fiscal or regulatory consequences;• any of the representations and warranties made by a stockholder or other person in connection withthe acquisition of Shares were not true when made or has ceased to be true; or35• with respect to a stockholder subject to special laws or compliance requirements, such as those
imposed by ERISA, the Bank Holding Company Act or certain Federal Communication Commission
regulations (collectively, “Special Laws or Regulations”), the stockholder is likely to be subject toadditional regulatory or compliance requirements under these Special Laws or Regulations by virtueof continuing to hold any Shares.
Shares will be repurchased at the NAV per share of the class of Shares being repurchased. Stockholders
whose Shares are repurchased by the Fund will not be entitled to a return of any amount of sales load thatwas charged in connection with the stockholder’s purchase of such Shares.
ADDITIONAL RISKS
Temporary Defensive Strategies Risk. From time to time, the Fund may temporarily depart from its
principal investment strategies as a defensive measure when the Adviser anticipates unusual market or otherconditions. When a temporary defensive posture is believed by the Adviser to be warranted (“temporary
defensive periods”), the Fund may, without limitation, hold cash or invest its Managed Assets in money
market instruments and repurchase agreements in respect of those instruments. The money market
instruments in which the Fund may invest are obligations of the U.S. government, its agencies or
instrumentalities; commercial paper rated A-1 or higher by S&P or Prime-1 by Moody’s; and certificates ofdeposit and bankers’ acceptances issued by domestic branches of U.S. banks that are members of the Federal
Deposit Insurance Corporation. During temporary defensive periods, the Fund may also invest to theextent permitted by applicable law in shares of money market mutual funds. Money market mutual funds
are investment companies and the investments in those companies by the Fund are in some cases subject toapplicable law. To the extent that the Fund invests defensively, it may not achieve its investment objective.
Risks Associated with Long-Term Objective — Not a Complete Investment Program. The Fund isintended for investors seeking to maximize total returns through the growth of capital and current income.
The Fund is not meant to provide a vehicle for those who wish to exploit short-term swings in the stock
market and is intended for long-term investors. An investment in shares of the Fund should not be
considered a complete investment program. Each stockholder should take into account the Fund’s investment
objective as well as the stockholder’s other investments when considering an investment in that Fund.
Systemic Risk. Credit risk may arise through a default by one of several large institutions that are
dependent on one another to meet their liquidity or operational needs, so that a default by one institution
causes a series of defaults by the other institutions. This is sometimes referred to as a “systemic risk” and may
adversely affect financial intermediaries, such as clearing agencies, clearing houses, securities firms andexchanges, with which the Fund interacts on a daily basis.
Event Risk. Event risk is the risk that corporate issuers may undergo restructurings, such as mergers,
leveraged buyouts, takeovers or similar events financed by increased debt. As a result of the added debt, thecredit quality and market value of a company’s bonds and/or other debt securities may decline significantly.
When-Issued; When, As, and If Issued; and Delayed Delivery Securities and Forward Commitments.
Securities purchased or sold by the Fund on a when-issued, “when, as, and if issued,” delayed delivery or
forward commitment basis are subject to market fluctuation, and no interest or dividends accrue to thepurchaser prior to the settlement date. At the time of delivery of the securities, the value may be more or lessthan the purchase or sale price. In the case of “when, as, and if issued” securities, the Fund could lose aninvestment opportunity if the securities are not issued. An increase in the percentage of the Fund’s assets
committed to the purchase of securities on a when-issued, “when, as, and if issued,” delayed delivery or
forward commitment basis may increase the volatility of the Fund’s assets.
Derivatives. Generally, a derivative is a financial contract the value of which depends upon, or isderived from, the value of an underlying asset, reference rate or index. Derivatives generally take the formof contracts under which the parties agree to payments between them based upon the performance of a wide
variety of underlying references, such as stocks, bonds, commodities, interest rates, currency exchange
rates, and various domestic and foreign indices. Derivative instruments that the Fund may use include options
contracts, futures contracts, options on futures contracts, and forward currency contracts.
36

The Fund may use derivatives for a variety of reasons, including as a substitute for investing directly insecurities and currencies, as an alternative to selling a security short, as part of a hedging strategy (that is,for the purpose of reducing risk to the Fund), or for other purposes related to the management of the Fund.
Derivatives enable the Fund to increase or decrease the level of risk, or change the character of the risk, towhich its portfolio is exposed in much the same way as the Fund can increase or decrease the level of risk, orchange the character of the risk, of its portfolio by making investments in specific securities. However,
derivatives may entail investment exposures that are greater than their cost would suggest. As a result, asmall investment in derivatives could have a large impact on the Fund’s performance.
Derivatives can be volatile and involve various types and degrees of risk, depending upon thecharacteristics of the particular derivative and the portfolio as a whole. If the Fund invests in derivatives at
inopportune times or judges market conditions incorrectly, such investments may lower the Fund’s return or
result in a loss. The Fund also could experience losses or limit its gains if the performance of its derivatives
is poorly correlated with the underlying instruments or the Fund’s other investments, or if the Fund is unable
to liquidate its position because of an illiquid secondary market. The market for derivatives is, or suddenly
can become, illiquid. Changes in liquidity may result in significant, rapid and unpredictable changes in theprices for derivatives.
While transactions in some derivatives may be effected on established exchanges, many other derivatives
are privately negotiated and entered into in the over-the-counter market with a single counterparty. Whenexchange-traded derivatives are purchased and sold, a clearing agency associated with the exchange stands
between each buyer and seller and effectively guarantees performance of each contract, either on a limited
basis through a guaranty fund or to the full extent of the clearing agency’s balance sheet. Transactions inover-the-counter derivatives have no such protection. Each party to an over-the-counter derivative bears therisk that its direct counterparty will default. In addition, over-the-counter derivatives may be less liquidthan exchange-traded derivatives since the other party to the transaction may be the only investor with
sufficient understanding of the derivative to be interested in bidding for it.
Derivatives generally involve leverage in the sense that the investment exposure created by the derivative
is significantly greater than the Fund’s initial investment in the derivative. The Fund may be required tosegregate permissible liquid assets, or engage in other permitted measures, to “cover” the Fund’s obligations
relating to its transactions in derivatives. For example, in the case of futures contracts or forward contracts
that are not contractually required to cash settle, the Fund must set aside liquid assets equal to such contracts’
full notional value (generally, the total numerical value of the asset underlying a future or forward contract
at the time of valuation) while the positions are open. With respect to futures contracts or forward contracts
that are contractually required to cash settle, however, the Fund is permitted to set aside liquid assets in an
amount equal to the Fund’s daily mark-to-market net obligation (i.e., the Fund’s daily net liability) under thecontracts, if any, rather than such contracts’ full notional value. By setting aside assets equal to only its net
obligations under cash-settled futures and forward contracts, the Fund may employ leverage to a greater
extent than if the Fund were required to segregate assets equal to the full notional value of such contracts.
Derivatives also may involve other types of leverage. For example, an instrument linked to the value ofa securities index may return income calculated as a multiple of the price movement of the underlying index.
This leverage will increase the volatility of these derivatives since they may increase or decrease in value
more quickly than the underlying instruments.
The Fund may employ new derivative instruments and strategies when they are developed, if thoseinvestment methods are consistent with the Fund’s investment objective and are permissible under applicableregulations governing the Fund.
The regulation of the derivatives markets has increased over the past several years, and additional
future regulation of the derivatives markets may make derivatives more costly, may limit the availability or
reduce the liquidity of derivatives or may otherwise adversely affect the value or performance of derivatives.
For example, the SEC recently adopted Rule 18f-4 under the 1940 Act, which regulates the use of derivatives,short sales, reverse repurchase agreements and certain other transactions for certain funds registered underthe 1940 Act. Among other things, Rule 18f-4 requires funds that invest in derivative instruments beyond a
specified limited amount to apply a value-at-risk (“VaR”) based limit to their use of certain derivative
instruments and financing transactions and to adopt and implement a derivatives risk management program.
37

Consequently, unless a fund qualifies as a “limited derivatives user” as defined in Rule 18f-4, the fund has
established a comprehensive derivatives risk management program to comply with a VaR based leverage limit,
appointed a derivatives risk manager and will provide additional disclosure both publicly and to the SEC
regarding its derivatives positions. If a fund qualifies as a limited derivatives user, Rule 18f-4 requires the fundto have policies and procedures to manage its aggregate derivatives risk, which may require the fund toalter, perhaps materially, its use of derivatives, short sales, and reverse repurchase agreements and similar
financing transactions as part of its investment strategies. In connection with the adoption of Rule 18f-4, theSEC also eliminated the asset segregation framework for covering derivatives and certain financial
instruments arising from SEC and staff guidance. Since the Fund is a “limited derivatives user,” the Fundhas adopted and implemented policies and procedures reasonably designed to manage their derivatives risks,
including counterparty risk, leverage risk, liquidity risk, market risk, operational risk, and legal risk.
Swaps. The Fund may enter into total rate of return, credit default or other types of swaps and related
derivatives for the purpose of hedging and risk management. These transactions generally provide for thetransfer from one counterparty to another of certain risks inherent in the ownership of a financial asset suchas a debt instrument or common stock. Such risks include, among other things, the risk of default andinsolvency of the obligor of such asset, the risk that the credit of the obligor or the underlying collateralwill decline or the risk that the common stock of the underlying issuers will decline in value. The transfer ofrisk pursuant to a derivative of this type may be complete or partial, and may be for the life of the related
asset or for a shorter period. These derivatives may be used as a risk management tool for a pool of financial
assets, providing the Fund with the opportunity to gain or reduce exposure to one or more reference
securities or other financial assets (each, a “Reference Asset”) without actually owning or selling such assets
in order, for example, to increase or reduce a concentration risk or to diversify a portfolio. Conversely,
these derivatives may be used by the Fund to reduce exposure to an owned asset without selling it.
In the event that the Fund is a credit default swap seller, the full notional amount of the credit defaultswap(s) will be segregated by the Fund to cover the outstanding positions.
Because the Fund would not own the Reference Assets, the Fund may not have any voting rights withrespect to the Reference Assets, and in such cases all decisions related to the obligors or issuers of theReference Assets, including whether to exercise certain remedies, will be controlled by the swap counterparties.
Total rate of return swaps and similar derivatives are subject to many risks, including the possibility
that the market will move in a manner or direction that would have resulted in gain for the Fund had theswap or other derivative not been utilized (in which case it would have been better had the Fund not engaged
in the interest rate hedging transactions), the risk of imperfect correlation between the risk sought to behedged and the derivative transactions utilized, the possible inability of the counterparty to fulfill its
obligations under the swap and potential illiquidity of the hedging instrument utilized, which may make it
difficult for the Fund to close out or unwind one or more hedging transactions.
Total rate of return swaps and related derivatives present certain legal, tax and market uncertainties
that present risks in entering into such arrangements. There is currently little or no case law or litigation
characterizing total rate of return swaps or related derivatives, interpreting their positions, or characterizing
their tax treatment. In addition, additional regulations and laws may apply to these types of derivatives
that have not previously been applied. There can be no assurance that future decisions construing similar
provisions to those in any swap agreement or other related documents or additional regulations and laws will
not have an adverse effect on the Fund that utilizes these instruments.
Futures Contracts. The Fund may purchase and sell financial futures contracts and options on suchcontracts. A financial futures contract is an agreement to buy or sell a specific security or financial instrument
at a particular price on a stipulated future date. Although some financial futures contracts call for making
or taking delivery of the underlying securities or instruments, in most cases these obligations are closed out
before the settlement date. The closing of a contractual obligation may be accomplished by purchasing or
selling an identical offsetting futures contract. Other financial futures contracts by their terms call for cash
settlements.
The Fund may also buy and sell index futures contracts with respect to any stock or bond index tradedon a recognized stock exchange or board of trade. An index futures contract is a contract to buy or sell units38

of an index on a specified future date at a price agreed upon when the contract is made. The stock index
futures contract specifies that no delivery of the actual stocks making up the index will take place. Instead,settlement in cash must occur upon the termination of the contract, with the settlement being the difference
between the contract price and the actual level of the stock index at the expiration of the contract. In
addition, the Fund may enter into certain foreign currency futures contracts.
At the time the Fund purchases a futures contract, an amount of cash or liquid portfolio securities
generally equal to the settlement price less any margin deposit market value of the futures contract will be
designated as segregated at the Fund’s custodian. When writing a futures contract, the Fund will maintainwith its custodian similar liquid assets that, when added to the amounts deposited with a futures commission
merchant or broker as margin, are equal to the market value of the instruments underlying the contract.
Alternatively, the Fund may “cover” its position by owning the instruments underlying the contract(or, in the case of an index futures contract, a portfolio with a volatility substantially similar to that of theindex on which the futures contract is based), or holding a call option permitting the Fund to purchase thesame futures contract at a price no higher than the price of the contract written by the Fund (or at ahigher price if the difference is maintained in liquid assets with the Fund’s custodian).
The Fund will be authorized to use financial futures contracts and related options for hedging andnon- hedging purposes, for example to enhance total return or provide market exposure pending theinvestment of cash balances. The Fund may lose the expected benefit of the transactions if currency exchange
rates or securities prices change in an unanticipated manner. Such unanticipated changes in currency
exchange rates or securities prices may also result in poorer overall performance than if the Fund had notentered into any futures transactions.
Options on Securities and Stock Indexes. The Fund may write covered call and put options andpurchase call and put options on securities or stock indices that are traded on U.S. exchanges.
An option on a security is a contract that gives the purchaser of the option, in return for the premium
paid, the right to buy a specified security (in the case of a call option) or to sell a specified security (in thecase of a put option) from or to the writer of the option at a designated price during the term of the option.
An option on a securities index gives the purchaser of the option, in return for the premium paid, the rightto receive from the seller cash equal to the difference between the closing price of the index and the exercise
price of the option.
The Fund may write a call or put option only if the option is “covered.” A call option on a security
written by the Fund is covered if the Fund owns the underlying security covered by the call or has an
absolute and immediate right to acquire that security without additional cash consideration (or for additional
cash consideration held in a segregated account by its custodian) upon conversion or exchange of othersecurities held in its portfolio. A call option on a security is also covered if the Fund owns a call option on
the same security and in the same principal amount as the call option written where the exercise price of thecall option held (a) is equal to or less than the exercise price of the call option written or (b) is greater thanthe exercise price of the call option written if the difference is maintained by the Fund in cash or liquid
portfolio securities in a segregated account with its custodian. A put option on a security written by theFund is “covered” if the Fund maintains similar liquid assets with a value equal to the exercise pricedesignated as segregated at its custodian, or else owns a put option on the same security and in the same
principal amount as the put option written where the exercise price of the put option held is equal to or greaterthan the exercise price of the put option written.
The Fund will cover call options on stock indices by owning securities whose price changes, in theopinion of the investment adviser, are expected to be similar to those of the index, or in such other manneras may be in accordance with the rules of the exchange on which the option is traded and applicable laws andregulations. Nevertheless, where the Fund covers a call option on a stock index through ownership ofsecurities, such securities may not match the composition of the index. In that event, the Fund will not be
fully covered and could be subject to risk of loss in the event of adverse changes in the value of the index. The
Fund will cover put options on stock indices by segregating assets equal to the option’s exercise price, or insuch other manner as may be in accordance with the rules of the exchange on which the option is traded andapplicable laws and regulations.
39

The Fund will receive a premium for writing a put or call option, which will increase the Fund’s grossincome in the event the option expires unexercised or is closed out at a profit. If the value of a security or
an index on which the Fund has written a call option falls or remains the same, the Fund will realize a profit
in the form of the premium received (less transaction costs) that could offset all or a portion of any decline
in the value of the portfolio securities being hedged. A rise in the value of the underlying security or index,
however, exposes the Fund to possible loss or loss of opportunity to realize appreciation in the value ofthe underlying index or security. By writing a put option, the Fund assumes the risk of a decline in theunderlying security or index. To the extent that the price changes of the portfolio securities being hedged
correlate with changes in the value of the underlying security or index, writing covered put options on
securities or indices will increase the Fund’s losses in the event of a market decline, although such losses will
be offset in part by the premium received for writing the option.
The Fund may also purchase put options to hedge its investments against a decline in value. Bypurchasing a put option, the Fund will seek to offset a decline in the value of the portfolio securities being
hedged through appreciation of the put option. If the value of the Fund’s investments does not decline as
anticipated, the Fund’s loss will be limited to the premium paid for the option plus related transaction
costs. The success of this strategy will depend, in part, on the accuracy of the correlation between the changes
in value of the underlying security or index and the changes in value of the Fund’s security holdings being
hedged.
Call options may be purchased by the Fund in order to acquire the underlying securities for a price thatavoids any additional cost that would result from a substantial increase in the market value of a security. The
Fund may also purchase call options to increase its return at a time when the call is expected to increase invalue due to anticipated appreciation of the underlying security. When purchasing call options, the Fund willbear the risk of losing all or a portion of the premium paid if the value of the underlying security or index
does not rise.
There can be no assurance that a liquid market will exist when the Fund seeks to close out an option
position. Trading could be interrupted, for example, because of supply and demand imbalances arisingfrom a lack of either buyers or sellers, or the options exchange could suspend trading after the price has risen
or fallen more than the maximum specified by the exchange. Although the Fund may be able to offset tosome extent any adverse effects of being unable to liquidate an option position, the Fund may experiencelosses in some cases as a result of such inability.
Interest Rate Futures Contracts and Options Thereon. The Fund may purchase or sell interest rate
futures contracts to take advantage of or to protect the Fund against fluctuations in interest rates affecting
the value of debt securities that the Fund holds or intends to acquire. For example, if interest rates are expected
to increase, the Fund might sell futures contracts on debt securities, the values of which historically have ahigh degree of positive correlation to the values of the Fund’s portfolio securities. Such a sale would have aneffect similar to selling an equivalent value of the Fund’s portfolio securities. If interest rates increase, thevalue of the Fund’s portfolio securities will decline, but the value of the futures contracts to the Fund will
increase at approximately an equivalent rate thereby keeping the NAV of the Fund from declining as much as
it otherwise would have. The Fund could accomplish similar results by selling debt securities with longer
maturities and investing in debt securities with shorter maturities when interest rates are expected to increase.
However, since the futures market may be more liquid than the cash market, the use of futures contracts as
a risk management technique allows the Fund to maintain a defensive position without having to sell its
portfolio securities.
Similarly, the Fund may purchase interest rate futures contracts when it is expected that interest rates
may decline. The purchase of futures contracts for this purpose constitutes a hedge against increases in theprice of debt securities (caused by declining interest rates), which the Fund intends to acquire. Since
fluctuations in the value of appropriately selected futures contracts should approximate that of the debt
securities that will be purchased, the Fund can take advantage of the anticipated rise in the cost of the debt
securities without actually buying them. Subsequently, the Fund can make its intended purchase of thedebt securities in the cash market and currently liquidate its futures position. To the extent the Fund enters
into futures contracts for this purpose, it will maintain in a segregated asset account with the Fund’s custodian,assets sufficient to cover the Fund’s obligations with respect to such futures contracts, which will consist of
cash or other liquid securities from its portfolio in an amount equal to the difference between the fluctuating40

market value of such futures contracts and the aggregate value of the initial margin deposited by the Fundwith its custodian with respect to such futures contracts.
The purchase of a call option on a futures contract is similar in some respects to the purchase of a call
option on an individual security. Depending on the pricing of the option compared to either the price of the
futures contract upon which it is based or the price of the underlying debt securities, it may or may not beless risky than ownership of the futures contract or underlying debt securities. As with the purchase of futurescontracts, when the Fund is not fully invested it may purchase a call option on a futures contract to hedge
against a market advance due to declining interest rates.
The purchase of a put option on a futures contract is similar to the purchase of protective put options
on portfolio securities. The Fund will purchase a put option on a futures contract to hedge the Fund’s
portfolio against the risk of rising interest rates and a consequent reduction in the value of portfolio securities.
The writing of a call option on a futures contract constitutes a partial hedge against declining prices ofthe securities that are deliverable upon exercise of the futures contract. If the futures price at expiration of
the option is below the exercise price, the Fund will retain the full amount of the option premium, which
provides a partial hedge against any decline that may have occurred in the Fund’s portfolio holdings. The
writing of a put option on a futures contract constitutes a partial hedge against increasing prices of the
securities that are deliverable upon exercise of the futures contract. If the futures price at expiration of theoption is higher than the exercise price, the Fund will retain the full amount of the option premium,
which provides a partial hedge against any increase in the price of debt securities that the Fund intends topurchase. If a put or call option the Fund has written is exercised, the Fund will incur a loss which will be
reduced by the amount of the premium it received. Depending on the degree of correlation between changes
in the value of its portfolio securities and changes in the value of its futures positions, the Fund’s losses
from options on futures it has written may to some extent be reduced or increased by changes in the valueof its portfolio securities.
Foreign Currency Contracts and Currency Hedging Transactions. In order to hedge against foreign
currency exchange rate risks, the Fund may enter into forward foreign currency exchange contracts (“forward
contracts”) and foreign currency futures contracts (“foreign currency futures”), as well as purchase put orcall options on foreign currencies, as described below. The Fund may also conduct its foreign currency
exchange transactions on a spot (i.e., cash) basis at the spot rate prevailing in the foreign currency exchange
market.
The Fund may enter into forward contracts to attempt to minimize the risk to the Fund from adversechanges in the relationship between the U.S. dollar and foreign currencies. A forward contract is an obligation
to purchase or sell a specific currency for an agreed price on a future date which is individually negotiatedand privately traded by currency traders and their customers. The Fund may enter into a forward contract,for example, when it enters into a contract for the purchase or sale of a security denominated in a foreign
currency or expects to receive a dividend or interest payment on a portfolio holding, in order to “lock in”
the U.S. dollar value of the security or payment. In addition, for example, when the Fund believes that aforeign currency may experience a substantial movement against another currency, it may enter into a forward
contract to sell an amount of the former foreign currency (or another currency which acts as a proxy forthat currency) approximating the value of some or all of the Fund’s portfolio securities denominated in suchforeign currency. This second investment practice is generally referred to as “cross-hedging.” Because inconnection with the Fund’s foreign currency forward transactions an amount of the Fund’s assets equal tothe amount of that Fund’s current commitment under the forward contract will be segregated to be used to
pay for the commitment, the Fund will always have cash or other liquid assets available that are sufficient
to cover any commitments under these contracts or to limit any potential risk. The segregated assets will bemarked-to-market on a daily basis. Forward contracts may limit potential gain from a positive change inthe relationship between the U.S. dollar and foreign currencies. Unanticipated changes in currency prices may
result in poorer overall performance for the Fund than if it had not engaged in such contracts.
The Fund may enter into exchange-traded foreign currency futures for the purchase or sale for futuredelivery of foreign currencies. Certain types of forward contracts are now regulated as swaps by the
Commodity Futures Trading Commission (“CFTC”). The regulation of such forward contracts as swaps isa recent development and there can be no assurance that the additional regulation of these types of41

derivatives will not have an adverse effect on the Fund that utilizes these instruments. This investment
technique will be used only to hedge against anticipated future changes in exchange rates which otherwise
might adversely affect the value of the Fund’s portfolio securities or adversely affect the prices of securities
that the Fund intends to purchase at a later date.
The Fund may purchase and write put and call options on foreign currencies for the purpose ofprotecting against declines in the dollar value of foreign portfolio securities and against increases in the U.S.
dollar cost of foreign securities to be acquired. As is the case with other kinds of options, however, thewriting of an option on foreign currency will constitute only a partial hedge, up to the amount of the premium
received, and that the Fund could be required to purchase or sell foreign currencies at disadvantageous
exchange rates, thereby incurring losses. The purchase of an option on foreign currency may constitute aneffective hedge against fluctuation in exchange rates although, in the event of rate movements adverse to theFund’s position, the Fund may forfeit the entire amount of the premium plus related transaction costs.
The successful use of forward contracts and foreign currency futures will usually depend on theinvestment adviser’s ability to forecast currency exchange rate movements correctly. Should exchange rates
move in an unexpected manner, the Fund may not achieve the anticipated benefits of forward contracts,
foreign currency futures or may realize losses.
Securities Index Futures Contracts and Options Thereon. Purchases or sales of securities index futurescontracts are used for hedging purposes to attempt to protect the Fund’s current or intended investmentsfrom broad fluctuations in stock or bond prices. For example, the Fund may sell securities index futurescontracts in anticipation of or during a market decline to attempt to offset the decrease in market value of theFund’s securities portfolio that might otherwise result. If such decline occurs, the loss in value of portfolio
securities may be offset, in whole or part, by gains on the futures position. When the Fund is not fully invested
in the securities market and anticipates a significant market advance, it may purchase securities index
futures contracts in order to gain rapid market exposure that may, in part or entirely, offset increases in thecost of securities that the Fund intends to purchase. As such purchases are made, the corresponding positions
in securities index futures contracts may be closed out. The Fund may write put and call options on
securities index futures contracts for hedging purposes.
Risks of Options, Futures and Forward Contracts. Options, futures and forward contracts are forms ofderivatives. The use of options, futures and forward contracts as hedging techniques may not succeed where
the price movements of the securities underlying the options, futures and forward contracts do not follow
the price movements of the portfolio securities subject to the hedge. Gains on investments in options, futuresand forward contracts depend on the investment adviser’s ability to predict correctly the direction of stock
prices, interest rates, currencies and other economic factors and unanticipated changes may cause poorer
overall performance for the Fund than if it had not engaged in such transactions. Where a liquid secondary
market for options, futures or forward contracts does not exist, the Fund may not be able to close its position
and, in such an event would be unable to control its losses. The loss from investing in certain options,futures and forward contracts is potentially unlimited. The use of forward contracts may limit gains from a
positive change in the relationship between the U.S. dollar and foreign currencies.
The Fund’s futures transactions will ordinarily be entered into for traditional hedging purposes. Thereis, however, no limit on the amount of the Fund’s assets that can be put at risk through the use of futurescontracts and the value of the Fund’s futures contracts and options thereon may equal or exceed 100% of that
Fund’s total assets. The Fund does not, however, have a current intention of entering into futurestransactions other than for traditional hedging purposes.
Exclusion from Definition of Commodity Pool Operator. Pursuant to Rule 4.5 under the Commodity
Exchange Act (“CEA”), the Adviser has filed a notice of exemption from registration as a “commodity
pool operator” with respect to the Fund. The Fund and the Adviser are therefore not subject to registration
or regulation as a pool operator under the CEA. In order to claim the Rule 4.5 exemption, the Fund issignificantly limited in its ability to invest in commodity futures, options, swaps (including securities futures,
broad-based stock index futures and financial futures contracts). As a result, in the future, the Fund will
be more limited in its ability to use these instruments than in the past and these limitations may have a negative
impact on the ability of the Adviser to manage the Fund, and on the Fund’s performance.
42

Short-Term Investments. For temporary defensive or cash management purposes, the Fund may
invest in short-term investments including, but not limited to: (a) commercial paper and other short-termcommercial obligations; (b) obligations (including certificates of deposit and bankers’ acceptances) of banks;(c) obligations issued or guaranteed by a governmental issuer, including governmental agencies or
instrumentalities; (d) fixed income securities of non-governmental issuers; and (e) other cash equivalents or
cash. Subject to the Fund’s restrictions regarding investment in non-U.S. securities, these securities may
be denominated in any currency.
Debt Securities and Related Investments.
Debt Securities Rating Information. The Fund may invest in debt securities of any rating, including
below investment grade debt securities or comparable unrated securities, but may not invest in securities indefault. The Fund may invest in convertible debt securities rated “D” or better, or comparable unrated
securities as determined by the Adviser. Investment grade debt securities are those rated “BBB” or higher
by Standard & Poor’s Ratings Group (“Standard & Poor’s”) or the equivalent of other nationally recognizedstatistical rating organizations (“NRSROs”). Debt securities rated BBB are considered medium grade
obligations with speculative characteristics, and adverse economic conditions or changing circumstances
may weaken the issuer’s ability to pay interest and repay principal. Below investment grade debt securities arethose rated “BB” and below by Standard & Poor’s or the equivalent rating of other NRSROs.
Below investment grade debt securities or comparable unrated securities are commonly referred to as“junk bonds” and are considered predominantly speculative and may be questionable as to principal andinterest payments. Changes in economic conditions are more likely to lead to a weakened capacity to makeprincipal payments and interest payments. The issuers of high yield securities also may be more adversely
affected than issuers of higher rated securities by specific corporate or governmental developments or theissuers’ inability to meet specific projected business forecasts. The amount of high yield securities outstanding
has proliferated as an increasing number of issuers have used high yield securities for corporate financing.
The recent economic downturn has severely affected the ability of many highly leveraged issuers to service
their debt obligations or to repay their obligations upon maturity. Factors having an adverse impact on themarket value of lower quality securities will have an adverse effect on the Fund’s NAV to the extent that it
invests in such securities. In addition, the Fund may incur additional expenses to the extent it is required toseek recovery upon a default in payment of principal or interest on its portfolio holdings or to take other steps
to protect its investment in an issuer.
The secondary market for high yield securities is not usually as liquid as the secondary market for more
highly rated securities, a factor which may have an adverse effect on the Fund’s ability to dispose of aparticular security when necessary to meet its liquidity needs. Under adverse market or economic conditions,such as those recently prevailing, the secondary market for high yield securities could contract further,
independent of any specific adverse changes in the condition of a particular issuer. As a result, the Fund
could find it more difficult to sell these securities or may be able to sell the securities only at prices lower thanif such securities were widely traded. Prices realized upon the sale of such lower rated or unrated securities,
under these and other circumstances, may be less than the prices used in calculating the Fund’s NAV.
Since investors generally perceive that there are greater risks associated with lower quality debt securitiesof the type in which the Fund may invest, the yields and prices of such securities may tend to fluctuate morethan those for higher rated securities. In the lower quality segments of the debt securities market, changes
in perceptions of issuers’ creditworthiness tend to occur more frequently and in a more pronounced mannerthan do changes in higher quality segments of the debt securities market, resulting in greater yield andprice volatility.
Lower rated and comparable unrated debt securities tend to offer higher yields than higher rated
securities with the same maturities because the historical financial condition of the issuers of such securities
may not have been as strong as that of other issuers. However, lower rated securities generally involve
greater risks of loss of income and principal than higher rated securities.
For purposes of the Fund’s credit quality policies, if a security receives different ratings from nationallyrecognized statistical rating organizations, the Fund will use the lower rating. The ratings of nationallyrecognized statistical rating organizations represent their opinions as to the quality of the securities that they43

undertake to rate and may not accurately describe the risk of the security. If a rating organization downgrades
the quality rating assigned to one or more of the Fund’s portfolio securities, the Adviser will consider what
actions, if any, are appropriate in light of the Fund’s investment objectives and policies including selling thedowngraded security or purchasing additional investment grade securities of the appropriate credit quality
as soon as it is prudent to do so.
U.S. Government Securities. U.S. government securities in which the Fund may invest include debt
obligations of varying maturities issued by the U.S. Treasury or issued or guaranteed by an agency, authority
or instrumentality of the U.S. government, including the Federal Housing Administration, Federal
Financing Bank, Farm Service Agency, Export-Import Bank of the U.S., Small Business Administration,
Government National Mortgage Association (“GNMA”), General Services Administration, National Bank
for Cooperatives, Federal Farm Credit Banks, Federal Home Loan Banks (“FHLBs”), Federal Home
Loan Mortgage Corporation (“FHLMC”), Federal National Mortgage Association (“FNMA”), Maritime
Administration, Tennessee Valley Authority and various institutions that previously were or currently are partof the Farm Credit System (which has been undergoing reorganization since 1987). Some U.S. government
securities, such as U.S. Treasury bills, Treasury notes and Treasury bonds, which differ only in their interest
rates, maturities and times of issuance, are supported by the full faith and credit of the United States.
Others are supported by: (i) the right of the issuer to borrow from the U.S. Treasury, such as securities of
the FHLBs; (ii) the discretionary authority of the U.S. government to purchase the agency’s obligations, suchas securities of FNMA; or (iii) only the credit of the issuer. Although the U.S. government has recently
provided financial support to FNMA and FHLMC, no assurance can be given that the U.S. government
will provide financial support in the future to these or other U.S. government agencies, authorities or
instrumentalities that are not supported by the full faith and credit of the United States. Securities guaranteed
as to principal and interest by the U.S. government, its agencies, authorities or instrumentalities include:(i) securities for which the payment of principal and interest is backed by an irrevocable letter of credit issued
by the U.S. government or any of its agencies, authorities or instrumentalities; (ii) participations in loans
made to non-U.S. governments or other entities that are so guaranteed; and (iii) as a result of initiatives
introduced in response to the recent financial market difficulties, securities of commercial issuers or financial
institutions that qualify for guarantees by U.S. government agencies like the Federal Deposit Insurance
Corporation. The secondary market for certain loan participations described above is limited and, therefore,
the participations may be regarded as illiquid.
U.S. government securities may include zero coupon securities that may be purchased when yields are
attractive and/or to enhance portfolio liquidity. Zero coupon U.S. government securities are debt obligations
that are issued or purchased at a significant discount from face value. The discount approximates the total
amount of interest the security will accrue and compound over the period until maturity or the particularinterest payment date at a rate of interest reflecting the market rate of the security at the time of issuance.
Zero coupon U.S. government securities do not require the periodic payment of interest. These investments
may experience greater volatility in market value than U.S. government securities that make regular
payments of interest. The Fund would accrue income on these investments for tax and accounting purposes,
which is distributable to shareholders and which, because no cash is received at the time of accrual, may
require the liquidation of other portfolio securities to satisfy the Fund’s distribution obligations, in whichcase the Fund would forgo the purchase of additional income producing assets with these funds. Zero coupon
U.S. government securities include STRIPS and CUBES, which are issued by the U.S. Treasury ascomponent parts of U.S. Treasury bonds and represent scheduled interest and principal payments on thebonds.
Subordinated Securities. The Fund may also invest in other types of fixed income securities which aresubordinated or “junior” to more senior securities of the issuer, or which represent interests in pools of such
subordinated or junior securities. Such securities may include so-called “high yield” or “junk” bonds(i.e., bonds that are rated below investment grade by a rating agency or that are of equivalent quality) andpreferred stock. Under the terms of subordinated securities, payments that would otherwise be made to theirholders may be required to be made to the holders of more senior securities, and/or the subordinated or
junior securities may have junior liens, if they have any rights at all, in any collateral (meaning proceeds ofthe collateral are required to be paid first to the holders of more senior securities). As a result, subordinatedor junior securities will be disproportionately adversely affected by a default or even a perceived decline increditworthiness of the issuer.
44Structured Securities. The Fund may invest in structured securities. The value of the principal and/orinterest on such securities is determined by reference to changes in the value of specific currencies, interest
rates, commodities, indices or other financial indicators (the “Reference”) or the relative change in two or
more References. The interest rate or the principal amount payable upon maturity or redemption may be
increased or decreased depending upon changes in the Reference. The terms of the structured securities may
provide in certain circumstances that no principal is due at maturity and therefore may result in a loss ofthe Fund’s investment. Changes in the interest rate or principal payable at maturity may be a multiple of thechanges in the value of the Reference. Structured securities are a type of derivative instrument and thepayment and credit qualities from these securities derive from the assets embedded in the structure fromwhich they are issued. Structured securities may entail a greater degree of risk than other types of fixedincome securities.
Floating Rate Loans. A floating rate loan is typically originated, negotiated and structured by a U.S.
or foreign commercial bank, insurance company, finance company or other financial institution for a groupof investors. The financial institution typically acts as an agent for the investors, administering andenforcing the loan on their behalf. In addition, an institution, typically but not always the agent, holds any
collateral on behalf of the investors.
The interest rates are adjusted based on a base rate plus a premium or spread or minus a discount. Thebase rate is a reference rate that is intended to represent the rate at which contributing banks may obtainshort-term borrowings within certain financial markets. There has been a recent transition to other reference
rates, including SOFR.
Floating rate loans include loans to corporations and institutionally traded floating rate debt obligations
issued by an asset-backed pool, and interests therein. The Fund may invest in loans in different ways. The
Fund may: (i) make a direct investment in a loan by participating as one of the lenders; (ii) purchase an
assignment of a loan; or (iii) purchase a participation interest in a loan.
Direct Investment in Loans. It can be advantageous to the Fund to make a direct investment in aloan as one of the lenders. When a new issue is purchased, such an investment is typically made at par. Thismeans that the Fund receives a return at the full interest rate for the loan. Secondary purchases of loans
may be made at par, at a premium from par or at a discount from par. When the Fund invests in an assignmentof, or a participation interest in, a loan, the Fund may pay a fee or forgo a portion of the interest payment.
Consequently, the Fund’s return on such an investment may be lower than it would have been if the Fund had
made a direct investment in the underlying corporate loan. The Fund may be able, however, to invest in
corporate loans only through assignments or participation interests at certain times when reduced direct
investment opportunities in corporate loans may exist. At other times, however, such as recently, assignmentsor participation interests may trade at significant discounts from par.
Assignments. An assignment represents a portion of a loan previously attributable to a different
lender. The purchaser of an assignment typically succeeds to all the rights and obligations under the loan
agreement of the assigning investor and becomes an investor under the loan agreement with the same rights
and obligations as the assigning investor. Assignments may, however, be arranged through private
negotiations between potential assignees and potential assignors, and the rights and obligations acquired by
the purchaser of an assignment may differ from, and be more limited than, those held by the assigninginvestor.
Participation Interests. Participation interests are interests issued by a lender or other financial
institution, which represent a fractional interest in a corporate loan. The Fund may acquire participationinterests from the financial institution or from another investor. The Fund typically will have a contractual
relationship only with the financial institution that issued the participation interest. As a result, the Fund may
have the right to receive payments of principal, interest and any fees to which it is entitled only from thefinancial institution and only upon receipt by such entity of such payments from the borrower. In connection
with purchasing a participation interest, the Fund generally will have no right to enforce compliance by theborrower with the terms of the loan agreement, nor any rights with respect to any funds acquired by otherinvestors through set-off against the borrower and the Fund may not directly benefit from the collateralsupporting the loan in which it has purchased the participation interest. As a result, the Fund may assume
45

the credit risk of both the borrower and the financial institution issuing the participation interest. In theevent of the insolvency of the financial institution issuing a participation interest, the Fund may be treatedas a general creditor of such entity.
Other Information About Floating Rate Loans. Loans typically have a senior position in a borrower’s
capital structure. The capital structure of a borrower may include loans, senior unsecured loans, senior andjunior subordinated debt, preferred stock and common stock, typically in descending order of seniority withrespect to claims on the borrower’s assets.
Although loans typically have the most senior position in a borrower’s capital structure, they remainsubject to the risk of non-payment of scheduled interest or principal. Such non-payment would result in a
reduction of income to the Fund, a reduction in the value of the investment and a potential decrease in the
NAV of the Fund. There can be no assurance that the liquidation of any collateral securing a loan would
satisfy a borrower’s obligation in the event of non-payment of scheduled interest or principal payments, orthat such collateral could be readily liquidated. In the event of bankruptcy of a borrower, the Fund could
experience delays or limitations with respect to its ability to realize the benefits of the collateral securing aloan. Although a loan may be senior to equity and other debt securities in an issuer’s capital structure, suchobligations may be structurally subordinated to obligations of the issuer’s subsidiaries. For example, if aholding company were to issue a loan, even if that issuer pledges the capital stock of its subsidiaries to secure
the obligations under the loan, the assets of the operating companies are available to the direct creditors ofan operating company before they would be available to the holders of the loan issued by the holding company.
In order to borrow money pursuant to a loan, a borrower will frequently, for the term of the loan,pledge collateral, including, but not limited to: (i) working capital assets, such as accounts receivable andinventory; (ii) tangible fixed assets, such as real property, buildings and equipment; (iii) intangible assets, suchas trademarks and patent rights (but excluding goodwill); and (iv) security interests in shares of stock ofsubsidiaries or affiliates. In the case of loans made to non-public companies, the company’s shareholders orowners may provide collateral in the form of secured guarantees and/or security interests in assets thatthey own. In many instances, a loan may be secured only by stock in the borrower or its subsidiaries. Collateral
may consist of assets that may not be readily liquidated, and there is no assurance that the liquidation ofsuch assets would satisfy fully a borrower’s obligations under a loan.
In the process of buying, selling and holding loans, the Fund may receive and/or pay certain fees. Anyfees received are in addition to interest payments received and may include facility fees, commitment fees,
commissions and prepayment penalty fees. When the Fund buys a loan it may receive a facility fee and when
it sells a loan it may pay a facility fee. On an ongoing basis, the Fund may receive a commitment fee basedon the undrawn portion of the underlying line of credit portion of a loan. In certain circumstances, the Fund
may receive a prepayment penalty fee upon the prepayment of a loan by a borrower. Other fees received by
the Fund may include covenant waiver fees and covenant modification fees.
A borrower must comply with various restrictive covenants contained in a loan agreement or notepurchase agreement between the borrower and the holders of the loan. Such covenants, in addition torequiring the scheduled payment of interest and principal, may include restrictions on dividend payments
and other distributions to stockholders, provisions requiring the borrower to maintain specific minimum
financial ratios, and limits on total debt.
In a typical loan, the agent administers the terms of the loan agreement. In such cases, the agent isnormally responsible for the collection of principal and interest payments from the borrower and theapportionment of these payments to the credit of all institutions that are parties to the loan agreement. The
Fund will generally rely upon the agent or an intermediate participant to receive and forward to the Fundits portion of the principal and interest payments on the loan. Furthermore, unless the Fund has direct
recourse against the borrower, the Fund will rely on the agent and the other investors to use appropriate credit
remedies against the borrower.
For some loans, such as revolving credit facility loans (“revolvers”), an investor may have certain
obligations pursuant to the loan agreement that may include the obligation to make additional loans incertain circumstances. The Fund generally will reserve against these contingent obligations by segregatingor otherwise designating a sufficient amount of permissible liquid assets. Delayed draw term loans are similar46

to revolvers, except that once drawn upon by the borrower during the commitment period, they remain
permanently drawn and become term loans. A prefunded L/C term loan is a facility created by the borrower
in conjunction with an agent, with the loan proceeds acting as collateral for the borrower’s obligations in
respect of the letters of credit. Each participant in a prefunded L/C term loan fully funds its commitment
amount to the agent for the facility.
The Fund may acquire interests in loans that are designed to provide temporary or “bridge” financing
to a borrower pending the sale of identified assets or the arrangement of longer-term loans or the issuanceand sale of debt obligations. Bridge loans often are unrated. The Fund may also invest in loans of borrowersthat have obtained bridge loans from other parties. A borrower’s use of bridge loans involves a risk thatthe borrower may be unable to locate permanent financing to replace the bridge loan, which may impair the
borrower’s perceived creditworthiness.
From time to time, the Adviser and its affiliates may borrow money from various banks in connection
with their business activities. Such banks may also sell interests in loans to or acquire them from the Fundor may be intermediate participants with respect to loans in which the Fund owns interests. Such banks may
also act as agents for loans held by the Fund.
Inverse Floating Rate Securities. The Fund may invest in inverse floating rate obligations. The interest
on an inverse floater resets in the opposite direction from the market rate of interest to which the inverse
floater is indexed. An inverse floater may be considered to be leveraged to the extent that its interest rate varies
by a magnitude that exceeds the magnitude of the change in the index rate of interest. The higher degreeof leverage inherent in inverse floaters is associated with greater volatility in their market values.
Event-linked Bonds. The Fund may invest in “event-linked” bonds, which sometimes are referred to as“insurance-linked” or “catastrophe” bonds. Event-linked bonds are debt obligations for which the return ofprincipal and the payment of interest are contingent on the non-occurrence of a pre-defined “trigger”
event, such as a hurricane or an earthquake of a specific magnitude. For some event-linked bonds, the trigger
event’s magnitude may be based on losses to a company or industry, index-portfolio losses, industry
indexes or readings of scientific instruments rather than specified actual losses. If a trigger event, as definedwithin the terms of an event-linked bond, involves losses or other metrics exceeding a specific magnitudein the geographic region and time period specified therein, the Fund may lose a portion or all of its accrued
interest and/or principal invested in such event-linked bond. The Fund is entitled to receive principal andinterest payments so long as no trigger event occurs of the description and magnitude specified by the
instrument.
Event-linked bonds may be issued by government agencies, insurance companies, reinsurers, special
purpose corporations or other on-shore or off-shore entities. In addition to the specified trigger events,
event- linked bonds may also expose the Fund to other risks, including but not limited to issuer (credit)
default, adverse regulatory or jurisdictional interpretations and adverse tax consequences. Event-linked
bonds are subject to the risk that the model used to calculate the probability of a trigger event was notaccurate and underestimated the likelihood of a trigger event. This may result in more frequent and greaterthan expected loss of principal and/or interest, which would adversely impact the Fund’s total returns.
Further, to the extent there are events that involve losses or other metrics, as applicable, that are at, or near,
the threshold for a trigger event, there may be some delay in the return of principal and/or interest until it
is determined whether a trigger event has occurred. Finally, to the extent there is a dispute concerning thedefinition of the trigger event relative to the specific manifestation of a catastrophe, there may be losses ordelays in the payment of principal and/or interest on the event-linked bond. As a relatively new type offinancial instrument, there is limited trading history for these securities, and there can be no assurance thata liquid market in these instruments will develop. Lack of a liquid market may impose the risk of higher
transactions costs and the possibility that the Fund may be forced to liquidate positions when it would not
be advantageous to do so.
Event-linked bonds are typically rated by at least one nationally recognized rating agency, but also may
be unrated. Although each rating agency utilizes its own general guidelines and methodology to evaluate therisks of an event-linked bond, the average rating in the current market for event-linked bonds is “BB” byStandard & Poor’s or the equivalent rating for another NRSROs. However, there are event-linked bonds rated
higher or lower than “BB.”47

The Fund’s investments in event-linked bonds generally will be rated B, BB or BBB at the time ofpurchase, although the Fund may invest in event-linked bonds rated higher or lower than these ratings, aswell as event-linked bonds that are unrated. The rating for an event-linked bond primarily reflects the rating
agency’s calculated probability that a pre-defined trigger event will occur. This rating also assesses thebond’s credit risk and model used to calculate the probability of the trigger event.
Event-linked bonds typically are restricted to qualified institutional buyers and, therefore, are notsubject to registration with the SEC or any state securities commission and are not listed on any national
securities exchange. The amount of public information available with respect to event-linked bonds is generally
less extensive than that available for issuers of registered or exchange listed securities. Event-linked bonds
may be subject to the risks of adverse regulatory or jurisdictional determinations. There can be no assurance
that future regulatory determinations will not adversely affect the overall market for event-linked bonds.
Event-linked Swaps. The Fund may obtain event-linked exposure by investing in event-linked swaps,
which typically are contingent, or formulaically related to defined trigger events, or by pursuing similar
event- linked derivative strategies. Trigger events include hurricanes, earthquakes and weather-related
phenomena. If a trigger event occurs, the Fund may lose the swap’s notional amount. As derivative
instruments, event- linked swaps are subject to risks in addition to the risks of investing in event-linked bonds,
including counterparty risk and leverage risk.
Debt Obligations of Non-U.S. Governments. The Fund may invest in debt obligations of non-U.S.
governments. An investment in debt obligations of non-U.S. governments and their political subdivisions(sovereign debt) involves special risks that are not present in corporate debt obligations. The non-U.S. issuerof the sovereign debt or the non-U.S. governmental authorities that control the repayment of the debt
may be unable or unwilling to repay principal or interest when due, and the Fund may have limited recoursein the event of a default. During periods of economic uncertainty, the market prices of sovereign debt
may be more volatile than prices of debt obligations of U.S. issuers.
In the past, certain non-U.S. countries have encountered difficulties in servicing their debt obligations,withheld payments of principal and interest and declared moratoria on the payment of principal and intereston their sovereign debt.
A sovereign debtor’s willingness or ability to repay principal and pay interest in a timely manner may
be affected by, among other factors, its cash flow situation, the extent of its foreign currency reserves, theavailability of sufficient foreign exchange, the relative size of the debt service burden, the sovereign debtor’s
policy toward its principal international lenders and local political constraints. Sovereign debtors may also
be dependent on expected disbursements from non-U.S. governments, multinational agencies and other entities
to reduce principal and interest arrearages on their debt. The failure of a sovereign debtor to implement
economic reforms, achieve specified levels of economic performance or repay principal or interest when due
may result in the cancellation of third-party commitments to lend funds to the sovereign debtor, which
may further impair such debtor’s ability or willingness to service its debts.
Eurodollar Instruments and Samurai and Yankee Bonds. The Fund may invest in Eurodollar
instruments and Samurai and Yankee bonds. Eurodollar instruments are bonds of corporate and government
issuers that pay interest and principal in U.S. dollars but are issued in markets outside the United States,
primarily in Europe. Samurai bonds are yen-denominated bonds sold in Japan by non-Japanese issuers.
Yankee bonds are U.S. dollar denominated bonds typically issued in the United States by non-U.S.
governments and their agencies and non-U.S. banks and corporations. The Fund may also invest in
Eurodollar Certificates of Deposit (“ECDs”), Eurodollar Time Deposits (“ETDs”) and Yankee Certificatesof Deposit (“Yankee CDs”). ECDs are U.S. dollar-denominated certificates of deposit issued by non-U.S.
branches of domestic banks; ETDs are U.S. dollar-denominated deposits in a non-U.S. branch of a U.S. bankor in a non-U.S. bank; and Yankee CDs are U.S. dollar-denominated certificates of deposit issued by a
U.S. branch of a non-U.S. bank and held in the United States. These investments involve risks that are
different from investments in securities issued by U.S. issuers, including potential unfavorable political andeconomic developments, non-U.S. withholding or other taxes, seizure of non-U.S. deposits, currency controls,interest limitations or other governmental restrictions which might affect payment of principal or interest.
Counterparty Credit Risk. The Fund is subject to credit risk with respect to the counterparties to its
derivative contracts (whether a clearing corporation in the case of exchange-traded instruments or to its
48

hedge counterparty in the case of over-the-counter instruments). If a counterparty becomes bankrupt orotherwise fails to perform its obligations under a derivative contract due to financial difficulties, the Fundmay experience significant delays in obtaining any recovery under the derivative contract in a dissolution,
assignment for the benefit of creditors, liquidation, winding-up, bankruptcy or other analogous
proceeding. In the event of the insolvency of a counterparty to a derivative transaction, the derivativetransaction would typically be terminated at its fair market value. If the Fund is owed this fair market value
upon the termination of the derivative transaction and its claim is unsecured, the Fund will be treated asa general creditor of such counterparty, and will not have any claim with respect to the underlying security.
In this case, the Fund may obtain only a limited recovery or may obtain no recovery in such circumstances. In
addition, the business failure of a hedging counterparty with whom the Fund enters into a hedging
transaction will most likely result in its default, which may result in the loss of unrealized profits and force
the Fund to cover its commitments, if any, at the then current market price.
Hedging and Risk Management Transactions; Currency Risks. The Fund may, but is not required to,utilize financial instruments for hedging and risk management purposes in order to: (a) protect against
possible changes in the market value of the Fund’s investment portfolios resulting from fluctuations in the
securities markets and changes in interest rates, (b) protect the Fund’s unrealized gains in the value of theFund’s investment portfolios, (c) facilitate the sale of any such investments, (d) preserve returns, spreads
or gains on any investment in the Fund’s portfolios, (e) hedge the interest rate or currency exchange rate on
any of the Fund’s liabilities or assets, (f) protect against any increase in the price of any investments theFund anticipates purchasing at a later date, or (g) for any other similar reason that the Adviser deems
appropriate. The success of the Fund’s hedging strategy will be subject to the Adviser’s ability to correctly
assess the degree of correlation between the performance of the instruments used in the hedging strategy andthe performance of the investments in the portfolio being hedged and the Adviser’s ability to continually
recalculate, readjust and execute hedges in an efficient and timely manner. The successful utilization ofhedging and risk management transactions requires skills complementary to those needed in the selection of
the Fund’s portfolio holdings. Regardless of skill, there can be no guarantee that instruments suitable forhedging purposes will be available at the time the Fund wishes to use them or that any hedge would reduce
applicable risks. Foreign currency exchange rates (or prices in currencies) can make substantial moves in shortperiods of time and in unanticipated directions due to a number of factors, including changing supply anddemand relationships; fiscal, monetary and exchange control programs and policies of governments; national
and international political and economic events; government trade programs; changes in interest rates andrates of inflation; changes in currency valuations; and technical fluctuations of the marketplace. Because amaterial portion of the Fund’s investments may be denominated in or rely upon underlying cash flows
denominated in currencies other than the U.S. dollar, such changes could have a significant adverse impact
on the Fund. Finally, while the Fund may enter into hedging transactions to seek to reduce risk, suchtransactions themselves may entail certain other risks, such as unanticipated changes in interest rates, theprices of investments or currency exchanges, which may result in a poorer overall performance for the Fund
than if it had not engaged in such hedging transactions.
Highly Volatile Markets. The prices of the Fund’s investments can be highly volatile. Governmentsfrom time to time intervene, directly and by regulation, in certain markets. Such intervention often is intended
directly to influence prices and may, together with other factors, cause all of such markets to move rapidly
in the same direction because of, among other things, interest rate fluctuations. The Fund also is subject to therisk of the failure of any exchanges on which its positions trade or of their clearinghouses. In addition,
because of the nature of the Fund’s trading activities, the results of the Fund’s operations may fluctuate ona daily basis. Accordingly, investors in the Fund should understand that the results of a particular period
will not necessarily be indicative of results in future periods. Variance in the degree of volatility of the market
from the Fund’s expectations may produce significant losses to the Fund.

49

INVESTMENT RESTRICTIONSThe Fund’s stated fundamental policies, which may only be changed by the affirmative vote of amajority of the outstanding voting securities of the Fund, are listed below. For the purposes of this SAI,
“majority of the outstanding voting securities of the Fund” means the vote, at an annual or special meetingof stockholders, duly called, (a) of 67% or more of the Shares present at such meeting, if the holders ofmore than 50% of the outstanding Shares are present or represented by proxy; or (b) of more than 50% of
the outstanding Shares, whichever is less.
Fundamental Restrictions
The Fund may not:(1) Issue senior securities or borrow money, except to the extent permitted by the 1940 Act or any
rules, exemptions or interpretations thereunder that may be adopted, granted or issued by the SEC.
(2) Make loans of money or property to any person, except (a) to the extent that securities or interests
in which the Fund may invest are considered to be loans, (b) through the loan of portfolio
securities in an amount up to 331∕3% of the Fund’s total assets, (c) by engaging in repurchaseagreements or (d) as may otherwise be permitted by the 1940 Act, as amended from time to time,
the rules and regulation promulgated by the SEC under the 1940 Act, as amended from time to time,or an exemption or other relief applicable to the Fund from the provisions of the 1940 Act, as
amended from time to time.
(3) Invest 25% or more of its total assets, calculated at the time of purchase, in any one industry,
except that the Fund will concentrate (that is, invest 25% or more of its total assets) in theinfrastructure industry.
(4) Underwrite any issue of securities, except to the extent that the sale of portfolio securities inaccordance with the Fund’s investment objective, policies and limitations may be deemed to be anunderwriting, and except that the Fund may acquire securities under circumstances in which, if
the securities were sold, the Fund might be deemed to be an underwriter for purposes of the
Securities Act.
(5) Purchase or sell real estate except that the Fund may: (a) acquire or lease office space for its own
use, (b) invest in securities of issuers that invest in real estate or interests therein or that are engaged
in or operate in the real estate industry, (c) invest in securities that are secured by real estate orinterests therein, (d) purchase and sell mortgage related securities, (e) hold and sell real estate
acquired by the Fund as a result of the ownership of securities and (f) as otherwise permitted by
the 1940 Act, as amended from time to time, the rules and regulation promulgated by the SEC underthe 1940 Act, as amended from time to time, or an exemption or other relief applicable to theFund from the provisions of the 1940 Act, as amended from time to time.
(6) Purchase or sell physical commodities unless acquired as a result of ownership of securities orother instruments; provided that this restriction shall not prohibit the Fund from investing in entities
formed to hold specific infrastructure assets or from purchasing or selling options, futurescontracts and related options thereon, forward contracts, swaps, caps, floors, collars and any otherfinancial instruments or from investing in securities or other instruments backed by physicalcommodities or as otherwise permitted by the 1940 Act, as amended from time to time, the rules
and regulation promulgated by the SEC under the 1940 Act, as amended from time to time, or an
exemption or other relief applicable to the Fund from the provisions of the 1940 Act, as amended
from time to time.
Notes to Investment Restrictions
The percentage limitations in the restrictions listed above apply at the time of purchases of securities
and a later increase or decrease in percentage resulting from a change in value of net assets, or in any ratings,
will not be deemed to result in a violation of the restriction, except that there is an ongoing asset coverage
requirement in the case of borrowings. For purposes of investment restriction No. 3 above, the Fund may use
50the Directory of Companies Required to File Annual Reports with the SEC and Bloomberg Inc. indetermining industry classifications. In addition, the Fund may select its own industry classifications,provided such classifications are reasonable. When determining compliance with its own concentration
policy, to the extent that the Fund may invest in any affiliated and/or unaffiliated investment companies, theFund will consider the investments of such underlying investment companies to the extent practicable. The
Fund’s use of these classification systems is not a fundamental policy of the Fund and therefore, can bechanged without stockholder approval.
Non-Fundamental Restrictions
The Fund’s investment objective and investment strategies are not fundamental and may be changed by
the Board without stockholder approval. The Fund will provide stockholders with at least 60 days’ noticeprior to changing the policy to invest, under normal circumstances, 80% of its net assets (plus the amount ofany borrowings for investment purposes) in Infrastructure Investments, throughout the world, including
the United States.

51

MANAGEMENT OF THE FUND
Directors and Officers
The business and affairs of the Fund are managed under the direction of the Board of Directors. The
Board of Directors approves all significant agreements between the Fund and the companies that furnish
the Fund with services, including agreements with the Adviser, the Fund’s Custodian and the Fund’s Transfer
Agent. The day-to-day operations of the Fund are delegated to the Adviser, subject to the supervision of
the Board of Directors.
The names and business addresses of the Directors and principal officers of the Fund are set forth in
the following table, together with their positions and their principal occupations during the past five years
and, in the case of the Directors, their positions with certain other organizations and companies.

Term of officeand length oftime served(2)Number offunds
in FundComplexoverseen by
Director(3)Edward A. Kuczmarski
Director and Independent
Chair of the Board,
Member of the Audit
Committee, Member of theNominating andCompensation Committee
Born: 1949

Since 2023

8

RetiredDirector/Trustee of several
investment companies advised
by PSG (2011 – Present).

Stuart A. McFarland
Director, Member of the
Audit Committee, Memberof the Nominating andCompensation Committee
Born: 1947

Since 2023

8Managing Partner ofFederal City Capital
Advisors (1997 – 2021).

Director/Trustee of several
investment companies advised
by PSG (2006 – Present);
Director of Drive Shack Inc.
(formerly, New Castle
Investment Corp.)(2000 – 2023); Lead
Independent Director of New
America High Income Fund(2013 – Present); Director of
New Senior Investment Group,
Inc. (2014 – 2021); Director of
Steward Partners (2017 – 2021).

Heather S. Goldman
Director, Member of the
Audit Committee, Chair of
the Nominating andCompensation Committee
Born: 1967

Since 2023

8

CFO of My Flex, Inc., an
EQBR company(2022 – 2023).

Director/Trustee of several
investment companies advised
by PSG (2013 – Present). Board
Director of Gesher USA(2015 – Present); Trustee of
Nevada Museum of Art(2016 – 2018); Member of the
Honorary Board of University
Settlement House (2014 –Present); Co-founder, CEO andChair of Capstak, Inc.
(2014 – 2018).

Name, position(s), address(1)and year of birthPrincipal occupation(s)during past five years

Other directorships held bydirector during past five years(4)Independent Directors(5)52Term of officeand length oftime served(2)Number offunds
in FundComplexoverseen by
Director(3)William H. Wright II
Director, Chair of the Audit
Committee, Member of theNominating andCompensation Committee
Born: 1960

Since 2023

8

RetiredDirector/Trustee of several
investment companies advised
by PSG (2020 – Present);
Director of Alcentra Capital
Corporation (1940 Act BDC)
(2018 – 2019); Advisory
Director of Virtus Global
Dividend & Income Fund,
Virtus Global Multi-Sector
Income Fund, Virtus Total
Return Fund and Duff &Phelps Select Energy MLP
Fund (2013 – 2019); Director of
the Carlyle Group, TCG BDC I,
Inc., TCG BDC II, Inc. andCarlyle Secured Lending III(February 2021 – Present).

Betty A. Whelchel
Director, Member of the
Audit Committee, Memberof the Nominating andCompensation Committee
Born: 1956

Since January 1, 2024(6)8US Head of Public Policy:
Regulatory Affairs of BNPParibas (2016 – 2019).

Director/Trustee of several
investment companies advised
by PSG (2024 – Present).

Name, position(s), address(1)and year of birthPrincipal occupation(s)during past five years

Other directorships held bydirector during past five years(4)(1) Address: Brookfield Place, 225 Liberty Street, 35th Floor, New York, New York, 10281, unlessotherwise noted.
(2) The term of office of the Independent Directors is indefinite.
(3) The Brookfield fund complex (the “Fund Complex”) is comprised of the Fund, Brookfield Investment
Funds (five series of underlying portfolios), Brookfield Real Assets Income Fund Inc. and Oaktree
Diversified Income Fund Inc.
(4) This column includes only directorships of companies required to report to the SEC under the 1934
Act (i.e., public companies) or other investment companies registered under the 1940 Act.
(5) Directors who are not considered to be “interested persons” of the Fund as defined in the 1940 Act areconsidered to be “Independent Directors.”(6) Ms. Betty A. Whelchel was appointed as an independent director/trustee of the Fund Complex
effective January 1, 2024.

Name, position(s), address(1)and year of birthTerm of officeand length oftime served(2)Number offunds
in FundComplexoverseen by
Director(3)Principal occupation(s)during past five years

Other directorships held bydirector during past
five years(4)Interested Directors/
Officers:(5)Brian F. Hurley
Director and Secretary
Born: 1977

Secretarysince 2023;
Director since
March 29,2024(6)

8

President of several investmentcompanies advised or administeredby PSG (2014 – Present); GeneralCounsel of the PSG (2017 –Present); General Counsel of
Brookfield Oaktree Wealth
Solutions LLC (2021 – Present);
Managing Partner of Brookfield
Asset Management Inc.
(2016 – Present).

53

Director/Trustee of several
investment companies advised
by PSG (2011 – Present).

Term of officeand length oftime served(2)Number offunds
in FundComplexoverseen by
Director(3)Chloe Berry
President
Born: 1984

Since 2023

N/A

Managing Director of theAdviser (2022 – Present);
Senior Vice President of theAdviser (2017 – 2022).

N/A

Casey P. Tushaus
Treasurer
Born: 1982

Since 2023

N/A

Treasurer of several investmentcompanies advised by PSG(2021 – Present); Assistant
Treasurer of several investmentcompanies advised by PSG(2016 – 2021); Director of PSG(2021 – Present); Vice Presidentof PSG (2014 – 2021).

N/A

Craig A. Ruckman
Assistant Secretary
Born: 1977

Since 2023

N/A

Secretary of several investmentcompanies advised by PSG(November 2022 – Present);
Managing Director of PSG(October 2022 – Present); Directorof Allianz Global Investors U.S.
Holdings LLC (2016 – 2022);
Assistant Secretary of 63 funds in
the Allianz Global Investors
Fund Complex (2017 – 2020); andChief Legal Officer of Allianz
Global Investors Distributors LLC(2019 – 2022).

N/A

Adam R. Sachs
Chief Compliance Officer
Born: 1984

Since 2023

N/A

CCO of several investmentcompanies advised by PSG(2017 – Present); Director of PSG(2017 – Present); CCO of
Brookfield Investment
Management (Canada) Inc.
(2017 – Present).

N/A

Mohamed S. Rasul
Assistant Treasurer
Born: 1981

Since 2023

N/A

Assistant Treasurer of several
investment companies advised by
PSG (2016 – Present); Vice
President of PSG (2019 – Present);
Assistant Vice President of PSG(2014 – 2019).

N/A

Name, position(s), address(1)and year of birthPrincipal occupation(s)during past five years

Other directorships held bydirector during past
five years(4)(1) Address: Brookfield Place, 225 Liberty Street, 35th Floor, New York, New York, 10281, unlessotherwise noted.
(2) Mr. Hurley will hold office as Director for an indefinite term until the earliest of: (i) the next meetingof stockholders, if any, called for the purpose of considering the election or re-election of Mr. Hurley anduntil the election and qualification of his successor, if any, elected at such meeting; or (ii) the date
Mr. Hurley resigns or retires, or is removed by the Board or stockholders, in accordance with the Fund’sCharter and Bylaws. Each officer will hold office for an indefinite term or until the date he or she
resigns or retires until his or her successor is elected and qualified.
(3) The Fund Complex is comprised of the Fund, Brookfield Investment Funds (five series of underlying
portfolios), Brookfield Real Assets Income Fund Inc. and Oaktree Diversified Income Fund Inc.
(4) This column includes only directorships of companies required to report to the SEC under the1934 Act (i.e., public companies) or other investment companies registered under the 1940 Act.
(5) Directors who are considered to be “interested persons” of the Fund as defined in the 1940 Act areconsidered to be “Interested Directors.”54

(6) Mr. Brian F. Hurley was appointed as an interested director/trustee of the Fund Complex effective
March 29, 2024.
Additional Information Concerning the Board of Directors
The Role of the Board
The Board provides oversight of the management and operations of the Fund. As is the case with
virtually all investment companies (as distinguished from operating companies), the day-to-day management
and operation of the Fund is the responsibility of various service providers to the Fund, such as theFund’s investment adviser and administrator, custodian, and transfer agent, each of whom are discussed ingreater detail in this SAI. The Board approves all significant agreements between the Fund and its service
providers. The Board has appointed senior employees of the Administrator (as defined below) as officersof the Fund, with responsibility to monitor and report to the Board on the Fund’s day-to-day operations. In
conducting this oversight, the Board receives regular reports from these officers and service providers
regarding the Fund’s operations. The Board has appointed a Chief Compliance Officer who administers theFund’s compliance program and regularly reports to the Board as to compliance matters. Some of thesereports are provided as part of formal “Board meetings” which are typically held quarterly, in person, andinvolve the Board’s review of recent Fund operations. From time to time, one or more members of the Board
may also meet with management in less formal settings, between scheduled “Board meetings,” to discussvarious topics. In all cases, however, the role of the Board and of any individual director is one of oversightand not of management of the day-to-day affairs of the Fund and its oversight role does not make theBoard a guarantor of the Fund’s investments, operations, or activities.
Board Leadership Structure
The Board has structured itself in a manner that it believes allows it to perform its oversight function
effectively. It has established three standing committees, an Audit Committee, a Nominating andCompensation Committee, and a Qualified Legal Compliance Committee (the “QLCC”) (collectively, the“Committees”), which are discussed in greater detail below. Currently, four of the five members of the Board,
including the Chair of the Board, are Independent Directors, which are Directors that are not affiliatedwith the Adviser, Administrator, or its affiliates, and each of the Audit Committee, Nominating andCompensation Committee, and QLCC are comprised entirely of Independent Directors. Each of the
Independent Directors helps identify matters for consideration by the Board and the Chair has an activerole in the agenda-setting process for Board meetings. The Audit Committee Chair also has an active role in
the agenda-setting process for the Audit Committee meetings. The Board has adopted Fund Governance
Policies and Procedures to ensure that the Board is properly constituted in accordance with the 1940 Act andto set forth examples of certain of the significant matters for consideration by the Board and/or its
Committees in order to facilitate the Board’s oversight function.
The Board has determined that its leadership structure is appropriate. In addition, the Board also has
determined that the structure, function, and composition of the Committees are appropriate means toprovide effective oversight on behalf of Fund stockholders. The Independent Directors have engaged theirown independent counsel to advise them on matters relating to their responsibilities to the Fund.
Board Oversight of Risk Management
As part of its oversight function, the Board receives and reviews various risk management reports andassessments and discusses these matters with appropriate management and other personnel. Because risk
management is a broad concept comprised of many elements, Board oversight of different types of risks ishandled in different ways. For example, the full Board receives and reviews reports from senior personnel ofthe Adviser and Administrator (including senior compliance, financial reporting, and investment personnel)
or their affiliates regarding various types of risks, including, but not limited to, operational, compliance,
investment, and business continuity risks, and how they are being managed. From time to time, the full
Board meets with the Fund’s Chief Compliance Officer to discuss compliance risks relating to the Fund,the Adviser, and the Fund’s other service providers. The Audit Committee supports the Board’s oversight ofrisk management in a variety of ways, including meeting regularly with the Fund’s Treasurer and with the55Fund’s independent registered public accounting firm and, when appropriate, with other personnel
employed by the Adviser to discuss, among other things, the internal control structure of the Fund’s
financial reporting function and compliance with the requirements of the Sarbanes-Oxley Act of 2002. The
Audit Committee also meets regularly with the Fund’s Chief Compliance Officer to discuss complianceand operational risks and receives reports from the Adviser’s internal audit group as to these and othermatters.
Information about Each Director’s Qualifications, Experience, Attributes or Skills
The Board believes that each of the Directors has the qualifications, experience, attributes, and skills(“Director Attributes”) appropriate to serve as a Director of the Fund in light of the Fund’s business andstructure. Certain of these business and professional experiences are set forth in detail in the table above. The
Directors have substantial board experience or other professional experience and have demonstrated acommitment to discharging their oversight responsibilities as Directors. The Board, with the assistance of
the Nominating and Compensation Committee, annually conducts a “self-assessment” wherein theperformance of the Board and the effectiveness of the Board and the Committees are reviewed.
In addition to the information provided in the table above, below is certain additional information
regarding each particular Director and certain of their Director Attributes. The information provided
below, and in the table above, is not all-inclusive. Many Director Attributes involve intangible elements,
such as intelligence, integrity and work ethic, the ability to work together, the ability to communicate
effectively, the ability to exercise judgment, the ability to ask incisive questions, and commitment tostockholder interests. In conducting its self-assessment, the Board has determined that the Directors havethe appropriate attributes and experience to serve effectively as Directors of the Fund.
Edward A. Kuczmarski. Mr. Kuczmarski has financial accounting experience as a Certified Public
Accountant. He also has served on the board of directors/trustees for several other investment managementcompanies. In having served on these boards, Mr. Kuczmarski has come to understand and appreciate therole of a director/trustee and has been exposed to many of the challenges facing a board and the appropriate
ways of dealing with those challenges. Mr. Kuczmarski serves as Chair of the Board of Directors, and is amember of the Nominating and Compensation Committee and the Audit Committee.
Heather S. Goldman. Ms. Goldman has extensive experience in executive leadership, businessdevelopment and marketing of investment vehicles similar to those managed by PSG. Ms. Goldman is acapital markets financial services and tech executive, who over a twenty-plus year career has worked in asenior capacity across a diverse array of firms in the private equity, investment management and commercial
banking industries. She previously served as head of global marketing for PSG, and as such has extensive
knowledge of the PSG, its operations and personnel. She also has experience working in other roles for theparent company of PSG. Prior to working with PSG, and for nearly five years, she acted as CEO and Chair,co- founding and managing Capital Thinking, a financial services risk-management technology company
in New York. Ms. Goldman is a member of the Audit Committee and is Chair of the Nominating andCompensation Committee.
Stuart A. McFarland. Mr. McFarland has extensive experience in executive leadership, businessdevelopment and operations, corporate restructuring and corporate finance. He previously served in senior
executive management roles in the private sector, including serving as the Executive Vice President and Chief
Financial Officer of Fannie Mae and as the Executive Vice President and General Manager of GE CapitalMortgage Services, Corp. Mr. McFarland currently serves on the board of directors/trustees for various otherinvestment management companies and non-profit entities, and was the Managing Partner of Federal City
Capital Advisors. Mr. McFarland is a member of the Audit Committee and the Nominating andCompensation Committee.
William H. Wright II. Mr. Wright has extensive experience in executive leadership, investmentbanking and corporate finance. He previously served as a Managing Director of Morgan Stanley until his
retirement in 2010, having joined the firm in 1982. During his career in investment banking at Morgan Stanley,
Mr. Wright headed the corporate finance execution group where he was responsible for leading andcoordinating teams in the execution of complex equity offerings for multinational corporations. Following
his career in investment banking, Mr. Wright served on the board of directors/trustees for various other56

investment management companies and non-profit entities. Mr. Wright serves as Chair of the Audit
Committee and is a member of the Nominating and Compensation Committee.
Betty A. Whelchel.
Ms. Whelchel has extensive experience in financial services law and regulation,international finance and public policy. She has held a number of senior management positions atinternational financial institutions, including serving as U.S. Head of Public Policy and Regulatory Affairs
and U.S. General Counsel for BNP Paribas, Global General Counsel for Deutsche Asset Management andU.S. Deputy General Counsel for Deutsche Bank AG. She started her career in the General Counsel’s
office of the U.S. Treasury Department, and worked as a lawyer with Shearman & Sterling in its New Yorkand Tokyo offices, specializing in bank finance, mergers and acquisitions and joint ventures. Throughout her
forty-two year career, Ms. Whelchel has been active in industry initiatives related to financial regulationand corporate governance, including the Committee on Capital Markets Regulation, the Executive Committeeof the Institute of International Bankers Board of Trustees, and the Association of the Bar of the City of
New York’s Special Task Force on the Lawyer’s Role in Corporate Governance. She has received numerous
awards, including 2015 Legal 500 Individual of the Year in Financial Services and the 2013 Burton “Legend in
the Law” Award. Ms. Whelchel is a member of the Audit Committee and the Nominating and Compensation
Committee.
Brian F. Hurley. Mr. Hurley has 22 years of industry experience and is General Counsel for PSG as
well as a Managing Partner of Brookfield Asset Management. In this role he oversees the legal and regulatory
functions and is also actively involved in PSG’s investment funds business, including product and businessdevelopment. Prior to joining the firm in 2010, Mr. Hurley was an attorney at Paul Hastings LLP and amember of the Investment Management Practice Group, where he focused his practice on representing
investment advisers and various forms of investment companies. Mr. Hurley earned a Juris Doctor degreefrom Columbia University and a Bachelor of Arts degree from the College of the Holy Cross.
Board Committees
The Fund established the following three standing committees and the membership of each committee
to assist in its oversight functions, including its oversight of the risks the Fund faces: the Audit Committee,
the QLCC, and the Nominating and Compensation Committee. There is no assurance, however, that theBoard’s committee structure will prevent or mitigate risks in actual practice. The Fund’s committee
structure is specifically not intended or designed to prevent or mitigate the Fund’s investment risks. The
Fund is designed for investors that are prepared to accept investment risk, including the possibility that
unforeseen risks may emerge in the future.
Audit Committee
The Audit Committee is comprised of Messrs. Wright, Kuczmarski, and McFarland, and Mses. Goldman
and Whelchel. It does not include any interested Directors. The Audit Committee meets regularly with respect
to the various series of the Fund. The principal functions of the Audit Committee are to review the Fund’s
audited financial statements, to select the Fund’s independent auditors, to review with the Fund’s auditors thescope and anticipated costs of their audit, and to receive and consider a report from the auditors concerning
their conduct of the audit, including any comments or recommendations they might want to make inconnection therewith. During the Fund’s current fiscal year ended December 31, 2023, the Audit Committee
held two Committee meetings.
The Audit Committee also serves as the QLCC for the Fund for the purpose of compliance with
Rules 205.2(k) and 205.3(c) of the Code of Federal Regulations, regarding alternative reporting procedures
for attorneys retained or employed by an issuer who appear and practice before the SEC on behalf of theissuer (the “issuer attorneys”). An issuer’s attorney who becomes aware of evidence of a material violationby the Fund, or by any officer, Director, employee, or agent of the Fund, may report evidence of such material
violation to the QLCC as an alternative to the reporting requirements of Rule 205.3(b) (which requires
reporting to the chief legal officer and, potentially, “up the ladder” to other entities). The QLCC meets asneeded, and did not meet during the current fiscal year ended December 31, 2023.
57

Nominating and Compensation Committee
The Nominating and Compensation Committee is comprised of Mses. Goldman and Whelchel, andMessrs. Kuczmarski, McFarland and Wright. The function of the Fund’s Nominating and Compensation
Committee is to recommend candidates for election to its Board as Independent Directors. The Fund’s
Nominating and Compensation Committee evaluates each candidate’s qualifications for Board membershipand their independence from the Adviser and other principal service providers. The Nominating andCompensation Committee will consider nominees recommended by stockholders who, separately or as agroup, own at least one percent of the Fund’s shares. The Nominating and Compensation Committee held
one meeting during the current fiscal year ended December 31, 2023.
Board Meetings
The Fund’s Fund Governance Policies and Procedures provide that the Chair of the Board, who is
elected by the Independent Directors, will preside at each executive session of the Board, or if one has notbeen designated, the Chair of the Nominating and Compensation Committee shall serve as such.
Beneficial Ownership of Shares Held in the Fund and the Family of Investment Companies for Each Director
Set forth in the table below is the dollar range of equity securities in the Fund beneficially owned byeach Director and the aggregate dollar range of equity securities in the Fund Complex beneficially owned
by each Director as of December 31, 2023.
Name of Director

Aggregate dollar range of equity
securities held in the Fund**(1)Aggregate dollar range of equity
securities held in the Fund Complex(2)None$10,001 – $50,000

None
None
None
None
None

Over $100,000
Over $100,000$50,001 – $100,000
None
None

Interested Directors
Brian F. Hurley(3) . . . . . . . . . . . . . . . . . . . .
Independent Directors
Edward A. Kuczmarski . . . . . . . . . . . . . . . .
Stuart A. McFarland . . . . . . . . . . . . . . . . . .
Heather S. Goldman . . . . . . . . . . . . . . . . . .
William H. Wright II . . . . . . . . . . . . . . . . . .
Betty A. Whelchel(4) . . . . . . . . . . . . . . . . . . .
All shares were valued as of December 31, 2023.
**

Ranges (None, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000, or over $100,000).

(1) “Beneficial Ownership” is determined in accordance with Section 16a-1(a)(2) under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”).
(2) The aggregate dollar range of equity securities owned by each Director of the Fund and of all funds
overseen by each Director in the Fund Complex as of December 31, 2023. As of the date of this SAI, theFund Complex is comprised of the Fund, Brookfield Investment Funds (five series of underlying
portfolios), Brookfield Real Assets Income Fund Inc. and Oaktree Diversified Income Fund Inc.
(3) Mr. Brian F. Hurley was appointed as an interested director/trustee of the Fund Complex effective
March 29, 2024.
(4) Ms. Betty A. Whelchel was appointed as an independent director/trustee of the Fund Complex
effective January 1, 2024.
As of December 31, 2023, none of the Independent Directors nor members of their immediatefamilies, own securities beneficially or of record in the Adviser or any affiliate thereof. Accordingly, neither
the Independent Directors nor members of their immediate family, have direct or indirect interest, the value of
which exceeds $120,000, in the Adviser, or any of their affiliates. In addition, during the two most recently
completed calendar years, neither the Independent Directors nor members of their immediate families haveconducted any transactions (or series of transactions) in which the amount involved exceeds $120,000
and to which the Adviser or any affiliate thereof was a party.
58

Remuneration of Directors and Officers
No remuneration is paid by the Fund to persons who are directors, officers or employees of theAdviser or any affiliate thereof for their services as Directors or officers of the Fund. Each Director of theFund, other than those who are officers or employees of the Adviser or any affiliate thereof, is entitled toreceive from the Fund a Fund Complex fee. For the fiscal year ended December 31, 2023, the aggregateannual retainer paid to each Independent Director of the Board for the Fund Complex was $225,000.
Effective January 1, 2024, the aggregate annual retainer paid to each Independent Director of the Board for
the Fund Complex is $250,000. The Independent Chair of the Fund receives an additional payment of$55,000 per year. The Chair of the Audit Committee receives an additional payment of $50,000 per year.
The Chair of the Nominating & Compensation Committee receives an additional payment of $15,000 per year.
The Independent Directors also receive reimbursement from the Fund for expenses incurred in connection
with attendance at regular meetings. The Fund does not have a pension or retirement plan. No other entity
affiliated with the Fund pays any compensation to the Directors.

Name of Director

Interested Directors
Brian F. Hurley(3) . . . . . . . . . . . . . . . . . . . .
Independent Directors
Edward A. Kuczmarski . . . . . . . . . . . . . . . .
William H. Wright II . . . . . . . . . . . . . . . . . .
Stuart A. McFarland . . . . . . . . . . . . . . . . . .
Heather S. Goldman . . . . . . . . . . . . . . . . . .
Betty A. Whelchel(4) . . . . . . . . . . . . . . . . . . .

Aggregate
Compensationfrom the Fund(1)Pension or
Retirement
Benefits
Accrued As Partof Fund
Expenses

Estimated
Annual Benefits
Upon
Retirement

Total
Compensationfrom Fund
Complex(2)

N/A

N/A

N/A

N/A

$20,063$19,692$16,719$17,462
N/A

$0
$0
$0
$0
$0

$0
$0
$0
$0
$0

$270,000$265,000$225,000$235,000
N/A(1) The Fund commenced operations November 1, 2023.
(2) Represents the total compensation paid to such persons during the fiscal year ended December 31,
2023, by investment companies or portfolios thereof from which such person receives compensationthat are considered part of the Fund Complex because they have common or affiliated investment
advisers. The total does not include, among other things, out-of-pocket Director expenses. As of
December 31, 2023, there were 9 investment companies and portfolios in the Fund Complex.
(3) Mr. Brian F. Hurley was appointed as an interested director/trustee of the Fund Complex effective
March 29, 2024. Mr. Hurley’s predecessor, Mr. David W. Levi, did not receive any compensation for
the fiscal year ended December 31, 2023, as an interested director/trustee of the Fund Complex.
(4) Ms. Betty A. Whelchel was appointed as an independent director/trustee of the Fund Complex
effective January 1, 2024. As a result, she received no compensation from the Fund Complex for the
fiscal year ended December 31, 2023.
Indemnification of Officers and Directors; Limitations on Liability
Maryland law permits a Maryland corporation to include in its charter a provision limiting the liabilityof its directors and officers to the corporation and its stockholders for money damages, except for liability
resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active
and deliberate dishonesty established by a final judgment as being material to the cause of action. The
Fund’s charter (the “Charter”) contains such a provision which eliminates directors’ and officers’ liability to
the maximum extent permitted by Maryland law, subject to the requirements of the 1940 Act.
The Fund’s Charter, to the maximum extent permitted by Maryland law and subject to the requirementsof the 1940 Act, obligates the Fund to indemnify any present or former director or officer or any individual
who, while serving as a director or officer of the Fund and, at the Fund’s request, serves or has served
another corporation, real estate investment trust, partnership, joint venture, trust, limited liability company,
59

employee benefit plan, or other enterprise as a director, officer, partner, trustee, manager, or member fromand against any claim or liability to which that individual may become subject or which that individual may
incur by reason of his or her service in any such capacity, and to pay or reimburse his or her reasonable
expenses in advance of final disposition of a proceeding.
The Fund’s Charter also permits the Fund to indemnify and advance expenses to any individual who
served any predecessor of the Fund in any of the capacities described above and any employee or agent of
the Fund or a predecessor of the Fund, if any.
Maryland law requires a corporation (unless its charter provides otherwise, which the Fund’s Charter
does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defenseof any proceeding to which he or she is made, or threatened to be made, a party by reason of his or her
service in that capacity. Maryland law permits a corporation to indemnify its present and former directors
and officers, among others, against judgments, penalties, fines, settlements, and reasonable expenses actually
incurred by them in connection with any proceeding to which they may be made, or threatened to be
made, a party by reason of their service in those or other capacities unless it is established that (a) the act oromission of the director or officer was material to the matter giving rise to the proceeding and (1) was
committed in bad faith or (2) was the result of active and deliberate dishonesty, (b) the director or officer
actually received an improper personal benefit in money, property, or services or (c) in the case of any criminal
proceeding, the director or officer had reasonable cause to believe the act or omission was unlawful.
However, under Maryland law, a Maryland corporation may not indemnify for an adverse judgment in asuit by or in the right of the corporation or for a judgment of liability on the basis that a personal benefit was
improperly received, unless in either case a court orders indemnification, and then only for expenses. In
addition, Maryland law permits a corporation to pay or reimburse reasonable expenses to a director or officer
in advance of final disposition of a proceeding upon the corporation’s receipt of (a) a written affirmationby the director or officer of his or her good faith belief that he or she has met the standard of conduct
necessary for indemnification by the corporation and (b) a written undertaking by him or her or on his or her
behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that thestandard of conduct was not met.
In accordance with the 1940 Act, the Fund will not indemnify any person for any liability to whichsuch person would be subject by reason of such person’s willful misconduct, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of his or her office.
The Adviser
The Adviser is Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P.
(“BAM PIC”). The Adviser is a subsidiary of our sponsor, Brookfield. The Adviser is located at Brookfield
Place, 181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3. Pursuant to the Advisory Agreement, theAdviser has the authority and responsibility to invest, reinvest and dispose of the Portfolio Investments of
the Fund in accordance with the principal investment objective and strategies of the Fund.
The Fund and the Adviser have entered into the Advisory Agreement pursuant to which the Adviser isentitled to receive a base management fee (the “Management Fee”) and an incentive fee (the “Incentive Fee”).
The Advisory Agreement between the Fund and the Adviser was considered and approved by the Board,
including a majority of the Independent Directors, at the Fund’s organizational meeting held on August 24,
2023. A discussion regarding the basis for the Board’s initial approval of the Advisory Agreement will be
provided in the Fund’s initial stockholder report. The basis for subsequent continuations of the Advisory
Agreement will be provided in annual or semi-annual reports to stockholders for the periods during whichsuch continuations occur.
The Management Fee is payable quarterly in arrears and calculated monthly at the annual rate of
1.25% of the value of the Fund’s net assets, which is calculated as of the close of business on the lastbusiness day of each month.
The Incentive Fee is accrued monthly and payable annually in arrears in an amount equal to 12.5% of
the Fund Income for the applicable year. The Fund looks through the total return swap contracts and counts
the underlying reference assets as investments for purposes of calculating the Incentive Fee.
60

“Fund Income” means (1) distributions received by the Fund from the Fund’s Private Portfolio
investments; plus (2) distributions received by the Fund of net investment income (or loss) from debt,
preferred equity investments and traded infrastructure-related securities; minus (3) the Fund’s expenses(excluding the incentive fee and distribution and servicing fees). The distributions received by the Fund fromthe Fund’s Private Portfolio investments, including the distributions received by the Fund of net investment
income (or loss) from debt, preferred equity investments and traded securities, are treated as cash fromoperations (or income) received by the Fund without regard to the tax characteristics (e.g., income vs. returnof capital) of the distributions received. The annual payment of the Incentive Fee will reflect all such
distributions received by the Fund, except returns of invested capital that are not derived from the operationsof the issuer based on a review by the Fund’s portfolio management team of the issuer’s financial statements
and results from business operations.
Fund Income does not include any component of capital gains or capital appreciation. The Adviser is
not entitled to any incentive fee based on the capital gains or capital appreciation of the Fund or its
investments.
The Fund has applied for exemptive relief from the SEC that would permit the Fund to pay theAdviser all or a portion of its management and incentive fees in Shares in lieu of paying the Adviser anequivalent amount of such fees in cash. As a condition of this exemptive relief, the Adviser has committed
not to sell any Shares received in lieu of a cash payment of its management and incentive fees for at least
12 months from the date of issuance, except in exceptional circumstances.
The Advisory Agreement continues in effect for a period of two years from the date it first becomes
effective and will remain in effect from year-to-year thereafter provided that each continuance is specificallyapproved at least annually by both (1) the vote of a majority of the Board or the vote of a majority of theoutstanding securities entitled to vote (as such term is defined in the Investment Company Act) and (2) by thevote of a majority of the Independent Directors, cast in person at a meeting called for the purpose of
voting on such approval. The Advisory Agreement may be terminated by the Fund at any time, without thepayment of any penalty, by the vote of a majority of the entire Board or by the vote of a majority of theoutstanding securities entitled to vote (as such term is defined in the Investment Company Act) on 60 days’
written notice to the Adviser. The Advisory Agreement may be terminated by the Adviser at any time,
without the payment of any penalty, upon 90 days’ written notice to the Fund. The Advisory Agreement
will terminate automatically in the event of its assignment (as such term is defined in the Investment Company
Act and the rules thereunder).
The Advisory Agreement provides that in the absence of willful misfeasance, bad faith, gross negligenceor reckless disregard of its obligations thereunder, the Adviser is not liable to the Fund or any of the Fund’s
stockholders for any act or omission by the Adviser in the supervision or management of its respective
investment activities or for any loss sustained by the Fund or the Fund’s stockholders and provides forindemnification by the Fund of the Adviser, its Directors, officers, employees, agents and control persons
for liabilities incurred by them in connection with their services to the Fund, subject to certain limitations andconditions.
Although the professional staff of the Adviser will devote as much time to the management of theFund as the Adviser deems appropriate to perform its duties in accordance with the Advisory Agreement
and in accordance with reasonable commercial standards, the professional staff of the Adviser may haveconflicts in allocating its time and services among the Fund and the Adviser’s other investment vehicles andaccounts. The Adviser has informed the Board that the services of the Adviser are not exclusive, and theAdviser provides similar services to other clients and may engage in other activities.
The Management Fees and Incentive Fees for the most recent period ended December 31, 2023, were
$3,314,373 and $1,085,988, respectively.
On November 1, 2023, the Fund commenced operations and the Adviser waived and/or reimbursed
certain expenses related to organizational costs and income taxes in the amount of $11,325,213 and$6,774,268, respectively, of which $450,000 was recouped prior to December 31, 2023. The Fund will
reimburse these remaining expenses, subject to a specified expense cap and reimbursement limitations(as detailed below).
61

The Sub-Adviser
The Adviser has entered into an investment sub-advisory agreement with PSG. The Adviser leverages
certain financial professionals at PSG to manage the Fund’s Public Securities Portfolio. As investment adviser,
BAM PIC determines and has oversight responsibility for, the Fund’s Public Securities Portfolio allocations
managed by PSG. The Board approved PSG as a sub-adviser to manage the Fund’s Public Securities
Portfolio. The sub-advisory fee payable to PSG will be paid by BAM PIC out of its Management Fee rather
than paid separately by the Fund.
The Administrator
Brookfield Public Securities Group LLC (“PSG”), located at Brookfield Place, 225 Liberty Street,
New York, NY 10281, serves as the Administrator and accounting agent. Pursuant to the Administration
Agreement, the Administrator will provide, or oversee the performance of, administrative and complianceservices, including, but not limited to, maintaining financial records, overseeing the calculation of NAV,
compliance monitoring (including diligence and oversight of our other service providers), preparing
reports to stockholders and reports filed with the SEC, preparing materials and coordinating meetings ofthe Board, managing the payment of expenses and the performance of administrative and professional
services rendered by others and providing office space, equipment and office services. For its services underthe Administration Agreement, PSG receives from the Fund an annual fee equal to 0.03% of the Fund’s
net assets.
The Administration Fees for the most recent fiscal period ended December 31, 2023 was $78,274.
The Sub-Administrator
J.P. Morgan Chase Bank, N.A. (in such capacity, the “Sub-Administrator”) will provide certain
administrative and fund accounting services pursuant to a fund services agreement with the Fund (the“Fund Services Agreement”). Pursuant to the Fund Services Agreement, and subject to the supervision of
the Administrator, the Sub-Administrator will provide certain administrative services to the Fund that are nototherwise provided by the Administrator, which include, but are not limited to: assisting in securities
valuation; performing portfolio accounting services; and assisting in the preparation of financial reports.
Portfolio Managers
The portfolio managers primarily responsible for the day-to-day management of the Fund also manageother registered investment companies, other pooled investment vehicles and other accounts, as indicatedbelow. The following table identifies, as of December 31, 2023: (i) the other registered investment companies,
pooled investment vehicles and other accounts managed by an investment committee (or equivalent body)on which the corresponding portfolio manager serves and (ii) the AUM of such companies, vehicles andaccounts, and (iii) the number and total AUM of such companies, vehicles and accounts with respect towhich the advisory fee is based on
Adviser

Portfolio Manager

Number of Registered
Investment Companies
Managed and Total Assets
for such Accounts*

Other Pooled Investment
Companies and Total Assets
for such Accounts*

Number of Other Accounts
Managed and Total Assets forsuch Accounts*# ofaccounts

AUM# ofaccounts

AUM# ofaccounts

AUM

Sam Pollock . . . . . . . . . . . .

0

$0

11

$73,773.3**0$0Chloe Berry . . . . . . . . . . . .
Sam Garetano . . . . . . . . . .
Caroline Rouse . . . . . . . . . .
Hrishikesh Balaji . . . . . . . .

0
0
0
0

$0
$0
$0
$0

0
0
5
0

$
0
$
0
$ 5,839.6***
$
0

0
0
0
0

$0
$0
$0
$0

62

*

Assets in millions**

Of the Other Pooled Investment Companies, 11 accounts, totaling $73,773.3 million in assets pays anadvisory fee that is based on the performance of the accounts.

*** Of the Other Pooled Investment Companies, 5 accounts, totaling $5,839.6 million in assets pays anadvisory fee that is based on the performance of the accounts.
Sub-Adviser

Portfolio Manager

Christopher Janus . . . . . . . . . .
Daniel Parker . . . . . . . . . . . . .

Number of Registered
Investment Companies
Managed and Total Assets
for such Accounts*

Other Pooled Investment
Companies and Total Assets
for such Accounts*

Number of Other Accounts
Managed and Total Assets forsuch Accounts*# ofaccounts

AUM# ofaccounts

AUM# ofaccounts

1
3$997.2$643.705$ 0$71.5**

911

AUM$5,627.1$6,386.4****

Assets in millions**

Of the Other Pooled Investment Companies, 1 account, totaling $7.9 million in assets pays anadvisory fee that is based on the performance of the account.

*** Of the Other Accounts, 1 account, totaling $4,737.4 million in assets pays an advisory fee that isbased on the performance of the accountPortfolio Manager Compensation
Each Portfolio Manager is compensated based on the scale and complexity of his portfolio
responsibilities, the total return performance of funds and accounts managed by the Portfolio Manager onan absolute basis and when compared to appropriate peer groups of similar size and strategy, as well as the
management skills displayed in managing their portfolio teams and the teamwork displayed in working
with other members of their firm. Since each Portfolio Manager is responsible for multiple funds andaccounts, investment performance is evaluated on an aggregate basis almost equally weighted among
performance, management and teamwork. Base compensation for each Portfolio Manager varies in linewith their seniority and position. The compensation of a Portfolio Manager with other job responsibilities(such as acting as an executive officer of their firm or supervising various departments) includes considerationof the scope of such responsibilities and the Portfolio Manager’s performance in meeting them. The
Investment Adviser seeks to compensate each Portfolio Manager commensurate with their responsibilities
and performance, and that is competitive with other firms within the investment management industry.
Salaries, bonuses and stock based compensation also are influenced by the operating performance of
their respective firms and their parent companies. While the salaries of each Portfolio Manager iscomparatively fixed, cash bonuses and stock based compensation may fluctuate significantly from year toyear. Bonuses are determined on a discretionary basis by the senior executives of their respective firm andmeasured by individual and team-oriented performance guidelines. The amount of the Long Term Incentive
Plan (LTIP) is approved annually and there is a rolling vesting schedule to aid in retention of key people. A
key component of this program is achievement of client objectives in order to properly align interests with ourclients. Further, the incentive compensation of all investment personnel who work on each strategy isdirectly tied to the relative performance of the strategy and its clients.
The compensation structure of each Portfolio Manager and other investment professionals has four
primary components:• A base salary;• An annual cash bonus;• If applicable, long-term compensation consisting of restricted stock units or stock options of theAdviser’s ultimate parent company, Brookfield Asset Management; and63• If applicable, long-term compensation consisting of restricted stock units in private funds managed
by the investment professional.
Each Portfolio Manager also receives certain retirement, insurance and other benefits that are broadly
available to all employees. Compensation of each Portfolio Manager is reviewed on an annual basis by senior
management.
Securities Ownership of Portfolio Managers
The following is the dollar range of Fund Shares beneficially owned by the portfolio managers as ofDecember 31, 2023 (such amounts may change from time to time):
Dollar Range of Fund Shares
Beneficially Owned**

Portfolio Manager**

Sam Pollock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Chloe Berry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sam Garetano . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Caroline Rouse . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

None
None
None
None

Hrishikesh Balaji . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Christopher Janus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

None
None

Daniel Parker . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

None

Ranges (None, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000, $100,001 – $500,000,$500,001 – $1,000,000 or over $1,000,000).

Potential Conflicts of Interest
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 sectors(and underlying industries), geographies and strategies. As noted in this SAI, a key element of the Fund’s
strategy is to leverage Brookfield’s experience and expertise and its broad reach, relationships and position in
the market for investment opportunities and deal flow, financial resources, access to capital markets andoperating needs. Brookfield believes this is in the Fund’s and its Portfolio Investments’ best interests. However,being part of this broader platform, as well as activities of and other considerations relating to Brookfieldand Brookfield Accounts, give rise to actual or potential conflicts of interest which may not be resolved infavor of the Fund’s or its Portfolio Investments’ interests.
Brookfield’s activities include, among others: investment and asset management; sponsoring, offeringand 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 agrilands, natural gas pipelines and storage
systems and other assets; providing capital and financing solutions, as well as financial advisory, businessdevelopment and other financial services; and other activities (collectively, “Brookfield Activities”). While itis expected that the 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 Fund, notwithstanding Brookfield’s direct or indirect
participation in the Fund or the Fund’s Portfolio Investments. While Brookfield expects that its expertise asa global real asset operator will directly impact the Adviser’s and the Fund’s ability to identify, access andassess investment opportunities, and that the Fund’s Portfolio Investments will benefit from the greater
Brookfield ecosystem, there can be no assurance of any such successful collaboration or synergies. A lack ofsuccessful collaboration or synergies, whether as a result of concerns related to conflicts or otherwise, may
impact Brookfield’s ability to successfully implement its strategies or achieve its investment objectives.
64

Control Persons
A principal shareholder is any person who owns of record or benificially 5% or more of any class ofthe outstanding shares of the Fund. A control person is one who owns beneficially or through controlled
companies more than 25% of the voting securities of a company or acknowledges the existence of control.
A controlling stockholder’s vote could have a more significant effect on matters presented to stockholders forapproval than for other Fund stockholders.
As of March 31, 2024, the officers and Directors, as a group, did not own any shares of the Fund.
As of March 31, 2024, the following persons were known to own of record or beneficially 5% or moreof the outstanding shares of the Fund, and beneficially 25% or more of the outstanding shares of the Fund,where applicable, as indicated:
Name and Address% of Shares

Nature of Ownership

Brookfield Infrastructure Income Fund FCP-RAIF
26A Boulevard Royal
Luxembourg L-2449
Luxembourg
Brookfield BRP Holdings (US) Inc.
41 Victoria Street
Gatineau
QC J8X 2A1
CanadaBII BIP Holdings LP
PO Box 309 Ugland House
Grand Cayman, KY1-1104
Cayman Islands

73.99167%

Record8.41065%

Record

5.83354%

RecordVoting of Proxies
The Fund has delegated the voting of portfolio securities to the Adviser. The Fund has adopted theproxy voting procedures of the Adviser and has directed the Adviser to vote all proxies relating to theFund’s voting securities in accordance with such procedures. A description of the proxy voting policies andprocedures that the Fund uses is provided below. They are also on file with the SEC and can be reviewed
and copied at the SEC’s Public Reference Room in Washington, D.C., and information on the operation of
the Public Reference Room may be obtained by calling the SEC at 202-551-8090. The proxy voting procedures
are also available on the EDGAR Database on the SEC’s Internet site (http://www.sec.gov) and copies ofthe proxy voting procedures may be obtained, after paying a duplicating fee, by electronic request at the follow
E-mail address: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, 100 F Street, N.E.,
Washington, D.C. 20549-0102.
Proxy Voting Policy and Procedures and Proxy Voting Record
The information below provides a description of the policies and procedures that the Fund uses todetermine how to vote proxies relating to portfolio securities, including the procedures that the Fund uses
when a vote presents a conflict of interest.
Proxy Voting Responsibility. The Adviser has adopted policies and procedures for the voting ofproxies relating to portfolio securities for the client accounts over which it has been delegated and/or
granted proxy voting authority, including the Fund (the “Policies”). The Policies, which have been adopted
by the Board of Directors on behalf of the Fund, enable the Fund to vote proxies in a manner consistent withthe best interests of the Fund’s stockholders. A committee has been established (the “Proxy Voting
Committee”) to administer the voting of all proxies in accordance with the Policies. The Proxy Voting
Committee meets regularly with representatives of the Legal, Compliance, Operations and Investment teams.
The Proxy Voting Committee has engaged the services of a third-party proxy voting agent to act as agent
to vote proxies, and oversees such third-party proxy voting agent’s compliance with the Policies, including any
65deviations by the proxy voting agent from the third-party proxy voting guidelines (the “Guidelines”). Under
the Policies, the Adviser has adopted the Guidelines as the basis for how proxy proposals are evaluatedand voted upon. The Fund is generally a passive investor in holding portfolio securities, seeking to maximize
stockholder value, but not necessarily to exercise control over the issuers of portfolio securities, or otherwise
advance a particular agenda. In addition, in accordance with local law or business practices, many foreigncompanies prevent the sales of Shares that have been voted for a certain period beginning prior to thestockholder meeting and ending on the day following the meeting. The costs of voting proxies with respect
to Shares of foreign companies include the potentially serious portfolio management consequences of reduced
flexibility to sell the Shares at the most advantageous time for the Fund. As a result, such proxies generally
will not be voted in the absence of an unusual, significant vote of compelling economic importance. In
determining whether to vote proxies under these circumstances, the Adviser, in consultation with theProxy Voting Committee, considers whether the costs of voting proxies with respect to such Shares of foreigncompanies generally outweigh any benefits that may be achieved by voting such proxies.
Case-By-Case Voting Matters. Under the Guidelines, certain voting matters are determined on acase- by-case basis. In these circumstances, and in proposals not specifically addressed by the Policies, theProxy Voting Committee generally will rely on the guidance or a recommendation from the third-party proxyvoting agent, or other sources. The Proxy Voting Committee may propose to deviate from the Guidelines
or guidance or recommendations from the third-party proxy voting agent. In these instances, the Proxy Voting
Committee will recommend the vote that will maximize value for, and is in the best interests of, the Fund’s
stockholders.
Conflicts of Interest. Members of the Proxy Voting Committee will seek to resolve any conflicts ofinterest presented by a proxy vote. In practice, application of the Guidelines will in most instances adequately
address any possible conflicts of interest, as votes generally are affected according to the guidance orrecommendations of the third-party proxy voting agent. However, if a situation arises where a vote presents
a conflict between the interests of the Fund’s stockholders and the interests of the Adviser, and theconflict is known to the Proxy Voting Committee, the Committee may retain an independent fiduciary foradvice on how to vote the proposal or the Committee may direct the Adviser to abstain from voting because
voting on the proposal is impracticable and/or is outweighed by the cost of voting.
Proxy Voting Records. The Proxy Voting Committee will be responsible for documenting its basis for(a) any determination to vote a particular proxy in a manner contrary to the Guidelines, (b) any determination
to vote a particular proxy in a non-uniform manner, and (c) any other material determination made by the
Proxy Voting Committee, as well as for ensuring the maintenance of records of each proxy vote, as requiredby applicable law. The third-party proxy voting agent will maintain records of voting decisions for each
vote cast on behalf of the Fund. The proxy voting record for the most recent twelve-month period ended
June 30 is available: (i) without charge, upon request, by calling toll-free at 1-855-777-8001; and (ii) on the
SEC’s website at http://www.sec.gov.
Board Reporting. The Fund’s Chief Compliance Officer will provide a summary report of proxyvoting matters at each quarterly meeting of the Board of Directors, which describes any Proxy Voting
Committee meeting(s) held during the prior quarter.
Code of Ethics
The Fund and the Adviser have each adopted a code of ethics (the “Code of Ethics”) under Rule 17j-1of the 1940 Act. The Code of Ethics permits personnel, subject to the Code of Ethics and its restrictive
provisions, to invest in securities, including securities that may be purchased or held by the Fund. The Codeof Ethics is filed with the SEC and can be reviewed and copied at the SEC’s Public Reference Room in
Washington, D.C., and information on the operation of the Public Reference Room may be obtained bycalling the SEC at 202-551-8090. The code of conduct is also available on the EDGAR Database on the SEC’s
Internet site (http://www.sec.gov), and copies of the Code of Ethics may be obtained, after paying a
duplicating fee, by electronic request at the following E-mail address: publicinfo@sec.gov, or by writing the
SEC’s Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549-0102.
66

Code of Conduct for Chief Executive and Senior Financial Officers
The Fund has adopted a code of conduct that sets forth policies to guide the chief executive and seniorfinancial officers in the performance of their duties. The code of conduct will be on file with the SEC with
the Fund’s first annual report filed on Form N-CSR, and can be reviewed and copied at the SEC’s Public
Reference Room in Washington, D.C., and information on the operation of the Public Reference Room
may be obtained by calling the SEC at 202-551-8090. The code of conduct will also be available on the
EDGAR Database on the SEC’s Internet site (http://www.sec.gov) with the Fund’s first annual report filed
on Form N-CSR, and copies of the code of conduct may be obtained, after paying a duplicating fee, byelectronic request at the following E-mail address: publicinfo@sec.gov, or by writing the SEC’s Public
Reference Section, 100 F Street, N.E., Washington, D.C. 20549-0102.

67

DISTRIBUTION OF FUND SHARES
Quasar Distributors, LLC, a wholly owned subsidiary of Foreside Financial Group, LLC(dba ACA Group) (the “Distributor”) serves as the principal underwriter in the continuous public offeringof the Fund’s shares pursuant to a distribution agreement (the “Distribution Agreement”) with the Fund,which is subject to annual approval by the Board. The Distributor is a registered broker-dealer and amember of the Financial Industry Regulatory Authority (“FINRA”). The Distributor’s principal businessaddress is Three Canal Plaza, Suite 100, Portland, ME 04101.
The Distribution Agreement will continue in effect with respect to the Fund for successive one-year
periods, provided that each such continuance is specifically approved: (i) by the vote of a majority of the
Directors who are not interested persons of the Fund (as defined in the 1940 Act) and who have no direct orindirect financial interest in the Distribution Agreement or the Advisory Agreement; and (ii) by the vote ofa majority of the entire Board cast in person at a meeting called for that purpose.
The Fund has agreed to indemnify the Distributor and certain of the Distributor’s affiliates against
certain liabilities, including certain liabilities arising under the 1933 Act, as amended. To the extent consistent
with applicable law, the Distributor has agreed to indemnify the Fund and each Director against certain
liabilities under the 1933 Act, as amended, and in connection with the services rendered to the Fund.
The Distributor acts as the distributor of Shares for the Fund on a best efforts basis, subject to various
conditions, pursuant to the terms of the Distribution Agreement. The Distributor is not obligated to sell
any specific amount of Shares of the Fund.
The Fund was granted the Multi-Class Exemptive Relief by the SEC that permits the Fund to issue
multiple classes of shares and to impose asset-based distribution fees and early-withdrawal fees.
In view of the Multi-Class Exemptive Relief, the Fund maintains a Multi-Class Plan pursuant toRule 18f-3 under the 1940 Act. Although the Fund is not an open-end investment company, it will undertaketo comply with the terms of Rule 18f-3 as a condition of the Multi-Class Exemptive Relief (which relief
permits it to have, among other things, a multi-class structure and distribution and/or shareholder servicingfees). Under the Multi-Class Plan, Shares of each class of the Fund will represent an equal pro rata
interest in the Fund and, generally, have identical voting, dividend, liquidation, and other rights, preferences,
powers, restrictions, limitations, qualifications, and terms and conditions, except that: (a) each class has adifferent designation; (b) each class of Shares bears any class-specific expenses; and (c) each class shall haveseparate voting rights on any matter submitted to stockholders in which the interests of one class differ
from the interests of any other class, and shall have exclusive voting rights on any matter submitted tostockholders that relates solely to that class.
To operate in a manner consistent with Rule 12b-1 under the 1940 Act, the Fund pays the Distributor
a Distribution Fee that is calculated and payable monthly in arrears at an annualized rate of 0.60% of theaverage monthly net assets of the Fund attributable to each of the Class S Shares and the Class T Shares. The
Class I Shares and the Class D Shares are not subject to any Distribution Fees. The Distribution Fee is forthe sale and marketing of the Class S Shares and Class T Shares and to reimburse the Distributor for related
expenses incurred. All or a portion of the Distribution Fee may be used to pay for sub-transfer agency,
sub- accounting and certain other administrative services that are not required to be paid pursuant to a service
fee under FINRA rules. The Distributor may pay all or a portion of the Distribution Fee to the Selling
Agents that sell Class S Shares or Class T Shares. Payment of the Distribution Fee is governed by the Fund’s
Distribution and Service Plan. Payment of the Distribution Fee is governed by the Fund’s Distribution
and Service Plan.
For the fiscal year ended December 31, 2023, the Fund paid $4,965 in Distribution/Service Fees.
Authorized dealers to whom substantially the entire front-end sales load is reallowed may be deemed to
be underwriters, according to the definition under the 1933 Act. Pursuant to the Distribution Agreement
between the Distributor and the Fund, the Fund agrees to indemnify the Distributor against certain liabilities
under the 1933 Act. Any distribution-related fee may be used in whole or in part to finance distribution
activities, including sales compensation, and/or stockholder account liaison and servicing activities.
68

The Distributor pays financial services firms’ fees for distributing the applicable shares. The Class D Sharesand the Class I Shares of the Fund will not participate in the Plan.
The Fund may enter into arrangements with financial intermediaries to provide sub-transfer agent
services and other related services (e.g., client statements, tax reporting, order-processing, and client
relations) that otherwise could be handled by the Fund’s transfer agent, SS&C Global Investor & Distribution
Solutions, Inc.. As a result, these third parties may charge fees (sometimes called “sub-transfer agency
fees”) to the Fund for these services, so long as such compensation does not exceed certain limits set fromtime to time by the Board of Directors in consultation with management. The Fund may compensate theinstitution rendering such services on a per-account basis, as an asset-based fee, based on transaction fees orother charges, or on a cost reimbursement basis, or in some cases, a combination of these inputs. The
aggregate amount of sub-transfer agency fees may be substantial and may exceed the actual costs incurredin engaging in these services. Accordingly, financial intermediaries may realize a profit in connection withsuch services. (The Adviser, the Distributor, or an affiliate may make additional payments to intermediaries
for these and other services, and their payments may be based on the same or other methods of calculation.
See “Revenue Sharing” below.) Sub-transfer agency fees can comprise a substantial portion of the Fund’s
ongoing expenses. While the Adviser and the Distributor consider these sub-transfer agency fees to be
payments for services rendered, they represent an additional business relationship between these sub-transfer
agents and the Fund that often results, at least in part, from past or present sales of Fund shares by thesub- transfer agents or their affiliates. While sub-transfer agency fees and service levels are set in the market,
there generally is limited comparative information available about them. The Fund and the Adviser also
face certain conflicts of interest when considering these relationships in that the counterparty is both aprospective service provider and, typically, a distribution partner. The Adviser’s practice of paying subtransfer agency fees above agreed limits as revenue sharing (as discussed further below) also creates conflictsof interest for the parties when considering sub-transfer agency relationships, and that is so both generally
and in terms of the allocation of those fees between the Fund and the Adviser.
Distribution and Servicing Plan
The Fund has implemented a “Distribution and Servicing Plan” with respect to its Class D Shares,
Class S Shares, and Class T Shares, under which the Fund may compensate financial intermediaries forproviding ongoing services in respect of Fund stockholders. Such services may include responding tocustomer inquiries of a general nature regarding the Fund; crediting distributions from the Fund to customer
accounts; arranging for bank wire transfer of funds to or from a customer’s account; responding tocustomer inquiries and requests regarding Statements of Additional information, stockholder reports,
notices, proxies and proxy statements, and other Fund documents; forwarding prospectuses, Statements ofAdditional Information, tax notices and annual and semi-annual reports to beneficial owners of Fund shares;
and providing such other similar services as a Fund may reasonably request to the extent a financial
intermediary is permitted to do so under applicable statutes, rules, or regulations.
Under the Distribution and Servicing Plan, with respect to the Class D Shares, the Fund may incur
expenses on an annual basis equal to 0.25% of its average net assets attributable to the Class D Shares forServicing Fees. Under the Distribution and Servicing Plan, with respect to each of Class S and Class T shares,
the Fund may incur expenses on an annual basis equal up to 0.85% of its average net assets attributable to
the Class S and Class T shares, respectively, for Distribution and Servicing Fees. The Adviser, the Distributor
or an affiliate may make additional payments to intermediaries for these and other services, and their
payments may be based on the same or other methods of calculation. See “Revenue Sharing” below.
Revenue Sharing
The Adviser, the Administrator, or an affiliate may, from time to time, out of its (or their) own
resources, make substantial cash payments — sometimes referred to as “revenue sharing” — to broker-dealers
or financial intermediaries for various reasons. The revenue sharing payments do not change the price paidby investors for the purchase of the Fund’s shares or the amount the Fund will receive as proceeds from suchsales. Although a broker-dealer or financial intermediary may seek revenue sharing payments to offset
costs incurred by the firm in servicing its clients who have invested in the Fund, the aggregate amount ofthese payments to broker-dealers or financial intermediaries may be substantial and may exceed the actual69

costs incurred in engaging in these promotional activities or services. Accordingly, broker-dealers or
financial intermediaries may realize a profit in connection with such activities or services.
Revenue sharing payments may support the delivery of services to the Fund or to stockholders in theFund, including, without limitation, transaction processing and sub-accounting services. These payments
also may serve as an incentive to sell shares of the Fund and/or to promote retention of customer assets in theFund. The Distributor, the Adviser, the Administrator, or an affiliate does not consider a broker-dealer or
financial intermediary’s sale of shares of the Fund when selecting brokers or dealers to effect portfoliotransactions for the Fund.
Revenue sharing also may include any other payment requirement of a broker-dealer or anotherthird-party intermediary. All such payments are paid by the Adviser, the Distributor, the Administrator, oran affiliate of either out of its (or their) own resources and are in addition to any distribution-related payments
described elsewhere in this Statement of Additional Information. Revenue sharing payments may be
structured, among other means, (i) as a percentage of sales; (ii) as a percentage of net assets; (iii) as a flatfee per transaction; (iv) as a fixed dollar amount; or (v) as some combination of any of these. In many cases,
they therefore may be viewed as encouraging sales activity or retention of assets in the Fund. Generally,
any revenue sharing or other payments of the type just described will have been requested by the party
receiving them, often as a condition of distribution, but are subject to negotiation as to their structure andscope. Various factors are used to determine whether to make revenue sharing payments. Possible
considerations include, without limitation, the types of services provided by the broker-dealer or financial
intermediary, sales of Fund shares, the redemption rates on accounts of clients of the broker-dealer or financial
intermediary or overall asset levels of the Fund held for or by clients of the broker-dealer or financial
intermediary, the willingness of the broker-dealer or financial intermediary to allow the Distributor, theAdviser, or an affiliate to provide educational and training support for the broker-dealer’s or financial
intermediary’s sales personnel relating to the Fund, as well as the overall quality of the services provided by
the broker-dealer or financial intermediary
Stockholders or prospective investors should be aware that revenue sharing arrangements or otherpayments to intermediaries could create incentives on the part of the parties receiving the payments toconsider selling more shares of the Fund relative to other funds either not making payments of this natureor making smaller such payments. A stockholder or prospective investor with questions regarding revenue
sharing or other such payments may obtain more details by contacting his or her broker representative orother financial intermediary directly.
How to Purchase Shares
The methods of buying and selling shares and the front-end sales loads applicable to purchases ofshares of the Fund are described in the Prospectus.

70

REPURCHASESThe Fund does not currently intend to list the Shares for trading on any securities exchange or any
other trading market in the near future. The Fund intends, but is not obligated, to conduct quarterly tender
offers for up to 5.0% of its outstanding Shares at the applicable NAV per share as of the applicablevaluation date in the sole discretion of the Board of Directors. In the event a tender offer is oversubscribedby stockholders who tender Shares, the Fund will repurchase a pro rata portion by value of the Shares tenderedby each stockholder, extend the tender offer, or take any other action with respect to the tender offer
permitted by applicable law. Any repurchase of Shares from a stockholder that were held for less than one
year (on a first-in, first-out basis) will be subject to an “Early Repurchase Fee” equal to 2% of the NAV(measured as of the repurchase date) of any Shares repurchased by the Fund that were held for less than
one year. If an Early Repurchase Fee is charged to a stockholder, the amount of such fee will be retained by
the Fund. An Early Repurchase Fee payable by a stockholder may be waived by the Fund, in circumstanceswhere the Board of Directors determines that doing so is in the best interests of the Fund and in a manner aswill not discriminate unfairly against any stockholder.
Repurchases will be made at such times and on such terms as may be determined by the Board, in its
sole discretion. However, no assurance can be given that repurchases will occur or that any Shares properly
tendered will be repurchased by the Fund.
In any given quarter, the Adviser may or may not recommend to the Board that the Fund conduct atender offer. For example, if adverse market conditions cause the Fund’s investments to become more
illiquid or trade at depressed prices or if the Adviser believes that conducting a tender offer for 5.0% of theFund’s outstanding Shares would impose an undue burden on stockholders who do not tender compared tothe benefits of giving stockholders the opportunity to sell all or a portion of their Shares at NAV, theFund may choose not to conduct a tender offer or may choose to conduct a tender offer for less than 5.0%
of its outstanding Shares. Regardless of the recommendation of the Adviser, the Board may or may notdetermine to cause the Fund to conduct a tender offer for any given quarter.
Following the commencement of an offer to repurchase Shares, the Fund may suspend, postpone or
terminate such offer in certain circumstances upon the determination of a majority of the Board, including
a majority of the independent directors, that such suspension, postponement or termination is advisablefor the Fund and its stockholders, including, without limitation, circumstances as a result of which it is notreasonably practicable for the Fund to dispose of its investments or to determine its net asset value, andother unusual circumstances. In the event of termination, however, the Fund may terminate an offer only
upon the occurrence of conditions as specified at the outset of the offer that are objectively verifiable andoutside of the control of the Fund or its agents or affiliates. Stockholders may withdraw their written tenders
after the expiration of 40 business days from the commencement of the offer if the tender has not yet been
accepted by the Fund for payment. Once the tender has been accepted for payment, the Fund will repurchase
the Shares and remit the repurchase price to stockholders, less any applicable Early Repurchase Fee,
within 5 business days after the applicable expiration date in all instances.
The Fund intends to comply with an exemption under Financial Industry Regulatory Authority(“FINRA”) Rule 5110 that requires the Fund to make at least two tender offers per calendar year. However,there may be quarters in which no tender offer is made, and it is possible that no future tender offers will
be conducted by the Fund at all. If a tender offer is not made, stockholders may not be able to sell their Sharesas it is unlikely that a secondary market for the Shares will develop or, if a secondary market does develop,
stockholders may be able to sell their Shares only at substantial discounts from NAV. If the Fund does conduct
tender offers, it may be required to sell its more liquid, higher quality portfolio securities to fund thepurchase of Shares that are tendered, which may increase risks for remaining stockholders and increase
fund expenses as a percent of assets. The Fund is designed primarily for long-term investors and an investmentin the Shares should be considered illiquid.

71

PORTFOLIO TRANSACTIONS AND BROKERAGE
In most instances, the Fund will purchase private securities issued by operating companies, and such
purchases by the Fund may be, but are generally not, subject to transaction expenses.
With respect to any direct investing conducted by the Fund for the Public Securities Portfolio(i.e., individual publicly traded securities), the Sub-Adviser will seek best execution. The full range andquality of services available will be considered in making these determinations, such as: the price of the
security; the commission rate; the execution capability, including execution speed and reliability; trading
expertise and knowledge of the other side of the trade; reputation and integrity; market depth and available
liquidity; recent order flow; timing and size of an order; and other factors. In those instances where it isreasonably determined that more than one broker dealer can offer the services needed to obtain the mostfavorable price and execution available, consideration may be given to those broker dealers which furnish or
supply research and statistical information to the Sub-Adviser that it may lawfully and appropriately use
in its investment advisory capacities, as well as provide other services in addition to execution services. The
Sub-Adviser considers such information, which is in addition to and not in lieu of the services required to be
performed by the Sub-Adviser under the Sub-Advisory Agreement, to be useful in varying degrees, but ofindeterminable value.
Investment decisions for the Fund are made independently from those of other client accounts ormutual funds managed or advised by the Sub-Adviser. Nevertheless, it is possible that at times identicalsecurities will be acceptable for both the Fund and one or more of such client accounts or mutual funds. In
such event, the position of the Fund and such client accounts or mutual funds in the same issuer may vary andthe length of time that each may choose to hold its investment in the same issuer may likewise vary.
However, to the extent any of these client accounts or mutual funds seek to acquire the same security as theFund at the same time, the Fund may not be able to acquire as large a portion of such security as it
desires, or it may have to pay a higher price or obtain a lower yield for such security. Similarly, the Fund
may not be able to obtain as high a price for, or as large an execution of, an order to sell any particular security
at the same time. If one or more of such client accounts or mutual funds simultaneously purchases or sells
the same security that the Fund is purchasing or selling, each day’s transactions in such security will beallocated between the Fund and all such client accounts or mutual funds in a manner deemed equitable by
the Sub-Adviser, taking into account the respective sizes of the accounts and the amount of cash available forinvestment, the investment objective of the account, and the ease with which a client’s appropriate amount
can be bought, as well as the liquidity and volatility of the account and the urgency involved in making an
investment decision for the client. It is recognized that in some cases this system could have a detrimental
effect on the price or value of the security insofar as the Fund is concerned. In other cases, however, it isbelieved that the ability of the Fund to participate in volume transactions may produce better executions for
the Fund.
There is generally no stated commission in the case of fixed-income securities, which are often tradedin the OTC markets, but the price paid by the Fund usually includes an undisclosed dealer commission or
mark-up.
For the fiscal year ended December 31, 2023, the Fund did not pay any brokerage commissions.

72

PORTFOLIO TURNOVER
Portfolio turnover rate is calculated by dividing the lesser of an investment company’s annual sales orpurchases of portfolio securities by the monthly average value of securities in its portfolio during the year,
excluding portfolio securities the maturities of which at the time of acquisition were one year or less. A highrate of portfolio turnover involves correspondingly greater brokerage commission expense than a lower
rate, which expense must be borne by the Fund and indirectly by its stockholders. The portfolio turnoverrate may vary from year to year and will not be a factor when the Adviser or Sub-Adviser determines that
portfolio changes are appropriate. A higher rate of portfolio turnover may result in taxable gains being passed
to stockholders sooner than would otherwise be the case. During the most recent fiscal year ended
December 31, 2023, the portfolio turnover rate of the Fund was 0.03% of the average value of its portfolio.

73

TAXATION
The following discussion is a summary of certain U.S. federal income tax considerations affecting theFund and its stockholders. Except as expressly provided otherwise, this discussion assumes you are a U.S.
person (as defined for U.S. federal income tax purposes) and that you hold your common Shares as capital
assets. This discussion is based upon current provisions of the Code, the Treasury regulations promulgatedthereunder and judicial and administrative authorities, all of which are subject to change or differinginterpretations by the courts or the Internal Revenue Service (the “IRS”), possibly with retroactive effect.
No assurance can be given that the IRS would not assert, or that a court would not sustain, a positiondifferent from any of the tax aspects set forth below. No attempt is made to discuss state, local or foreign tax
consequences to investors in the Fund, nor to present a detailed explanation of all federal tax concerns
affecting the Fund and its stockholders (including stockholders owning large positions in the Fund).
The discussions set forth herein and in the Prospectus do not constitute tax advice and potential investors
are urged to consult their own tax advisers to determine the specific tax consequences to them of investing in
the Fund.
Taxation of the Fund
The Fund has elected and intends to qualify annually, as a regulated investment company under
Subchapter M of the Code. Accordingly, the Fund must, among other things, meet the following
requirements regarding the source of its income and the diversification of its assets.
(i)

The Fund must derive in each taxable year at least 90% of its gross income from the following
sources, which are referred to herein as “Qualifying Income”: (a) dividends, interest (including
tax-exempt interest), payments with respect to certain securities loans, and gains from the sale orother disposition of stock, securities or foreign currencies, or other income (including but not limited
to gain from options, futures and forward contracts) derived with respect to its business ofinvesting in such stock, securities or foreign currencies; and (b) interests in publicly tradedpartnerships that are treated as partnerships for U.S. federal income tax purposes and that derive
less than 90% of their gross income from the items described in clause (a) above (each, a “Qualified
Publicly Traded Partnership”).

(ii) The Fund must diversify its holdings so that, at the end of each quarter of each taxable year, (a) atleast 50% of the market value of the Fund’s total assets is represented by cash and cash items(including receivables), U.S. government securities, the securities of other regulated investmentcompanies and other securities, with such other securities limited, in respect of any one issuer, toan amount not greater than 5% of the value of the Fund’s total assets and not more than 10% of theoutstanding voting securities of such issuer and (b) not more than 25% of the market value ofthe Fund’s total assets is invested in the securities (other than U.S. government securities and the
securities of other regulated investment companies) of (I) any one issuer, (II) any two or more issuersthat the Fund controls and that are determined to be engaged in the same or similar trades orbusinesses or related trades or businesses or (III) any one or more Qualified Publicly Traded
Partnerships.
Income from the Fund’s investments in grantor trusts and partnerships that are not Qualified Publicly
Traded Partnerships (if any) will be Qualifying Income to the extent it is attributable to items of income ofsuch trust or partnership that would be Qualifying Income if earned directly by the Fund. The Fund’sinvestments in partnerships, including in Qualified Publicly Traded Partnerships, may result in the Fund’s
being subject to state, local or foreign income, franchise or withholding tax liabilities.
As a regulated investment company, the Fund generally will not be subject to U.S. federal income tax
on income and gains that the Fund distributes to its stockholders, provided that it distributes each taxable
year at least the sum of (i) 90% of the Fund’s investment company taxable income (which includes, among
other items, dividends, interest and the excess of any net short-term capital gain over net long-term
capital loss and other taxable income, other than any net capital gain (as defined below), reduced bydeductible expenses) determined without regard to the deduction for dividends paid and (ii) 90% of theFund’s net tax-exempt interest income (the excess of its gross tax-exempt interest over certain disallowed74deductions). The Fund intends to distribute substantially all of such income at least annually. The Fund will
be subject to income tax at regular corporate rates on any taxable income or gains that it does not distributeto its stockholders. There can be no assurance that the Fund’s distributions will be sufficient to eliminate alltaxes in all periods. The Fund deferred, on a tax basis, late year ordinary losses of $28,353,791 and postOctober capital losses of $21,904. The Fund had no capital loss carryforwards as at December 31, 2023.
The Code imposes a 4% nondeductible federal excise tax on the Fund to the extent the Fund does not
distribute by the end of any calendar year an amount at least equal to the sum of (i) 98% of its ordinary
income (not taking into account any capital gain or loss) for the calendar year, (ii) 98.2% of its capital gain
in excess of its capital loss (adjusted for certain ordinary losses) for a one-year period generally ending on
October 31 of the calendar year (unless an election is made to use the Fund’s fiscal year), and (iii) certain
undistributed amounts from previous years on which the Fund paid no U.S. federal income tax. While theFund intends to distribute any income and capital gain in the manner necessary to minimize imposition of the
4% excise tax, there can be no assurance that sufficient amounts of the Fund’s taxable income and capitalgain will be distributed to entirely avoid the imposition of the excise tax. In that event, the Fund will be liable
for the excise tax only on the amount by which it does not meet the foregoing distribution requirement.
A distribution will be treated as paid during the calendar year if it is declared by the Fund in October,
November or December of the year, payable to stockholders of record on a date during such a month andpaid by the Fund during January of the following year. Any such distributions paid during January of thefollowing year will be deemed to be received by the Fund’s stockholders on December 31st of the year the
distributions are declared, rather than when the distributions are actually received.
If for any taxable year the Fund does not qualify as a regulated investment company, all of its taxable
income (including its net capital gain) will be subject to tax at regular corporate rates without any deduction
for distributions to stockholders, and such distributions will be taxable to the stockholders as ordinary
dividends to the extent of the Fund’s current or accumulated earnings and profits. Such dividends, however,would be eligible (provided certain holding period and other requirements are met) (i) to be treated as
qualified dividend income in the case of individual stockholders and (ii) for the dividends received deductionin the case of corporate stockholders. The Fund could be required to recognize unrealized gains, pay taxes
and make distributions (which could be subject to interest charges) before qualifying for taxation as a regulated
investment company. If the Fund fails to qualify as a regulated investment company in any year, it must
pay out its earnings and profits accumulated in that year in order to qualify again as a regulated investmentcompany. If the Fund failed to qualify as a regulated investment company for a period greater than two
taxable years, the Fund may be required to recognize and pay tax on any net built-in gains with respect tocertain of its assets (i.e., the excess of the aggregate gains, including items of income, over aggregate losses
that would have been realized with respect to such assets if the Fund had been liquidated) or, alternatively, toelect to be subject to taxation on such built-in gain recognized for a period of five years, in order to qualify
as a regulated investment company in a subsequent year.
Certain of the Fund’s investment practices are subject to special and complex U.S. federal income tax
provisions that may, among other things, (i) disallow, suspend or otherwise limit the allowance of certain
losses or deductions (including the dividends received deduction, if any), (ii) convert lower taxed long-term
capital gains and qualified dividend income, if any, into higher taxed short-term capital gains or ordinary
income, (iii) convert ordinary loss or a deduction into capital loss (the deductibility of which is more
limited), (iv) cause the Fund to recognize income or gain without a corresponding receipt of cash,(v) adversely affect the time as to when a purchase or sale of stock or securities is deemed to occur,(vi) adversely alter the characterization of certain complex financial transactions, and (vii) produce incomethat will not qualify as good income for purposes of the 90% annual gross income requirement describedabove. The Fund will monitor its transactions and may make certain tax elections and may be required toborrow money or dispose of securities to mitigate the effect of these rules and prevent disqualification of theFund as a regulated investment company.
Gain or loss on the sale of securities by the Fund will generally be long-term capital gain or loss if the
securities have been held by the Fund for more than one year. Gain or loss on the sale of securities held for
one year or less will be short-term capital gain or loss.
75

The premium received by the Fund for writing a call option is not included in income at the time ofreceipt. If the option expires, the premium is short-term capital gain to the Fund. If the Fund enters into aclosing transaction, the difference between the amount paid to close out its position and the premium received
is short-term capital gain or loss. If a call option written by the Fund is exercised, thereby requiring theFund to sell the underlying security, the premium will increase the amount realized upon the sale of the
security and any resulting gain or loss will be long-term or short-term, depending upon the holding periodof the security. With respect to a put or call option that is purchased by the Fund, if the option is sold, any
resulting gain or loss will be a capital gain or loss, and will be short-term or long-term, depending upon
the holding period for the option. If the option expires, the resulting loss is a capital loss and is short-termor long-term, depending upon the holding period for the option. If the option is exercised, the cost of theoption, in the case of a call option, is added to the basis of the purchased security and, in the case of aput option, reduces the amount realized on the underlying security in determining gain or loss. Because theFund does not have control over the exercise of the call options it writes, such exercises or other required
sales of the underlying securities may cause the Fund to realize capital gains or losses at inopportune times.
The Fund’s transactions in foreign currencies, forward contracts, options, futures contracts (including
options and futures contracts on foreign currencies) and short sales, to the extent permitted, will be subject
to special provisions of the Code (including provisions relating to “hedging transactions,” “straddles” and“constructive sales”) that may, among other things, affect the character of gains and losses realized by theFund (i.e., may affect whether gains or losses are ordinary or capital), accelerate recognition of income to theFund and defer Fund losses. These rules could therefore affect the character, amount and timing of
distributions to common stockholders. Certain of these provisions may also (a) require the Fund to markto- market certain types of the positions in its portfolio (i.e., treat them as if they were closed out at the endof each year), (b) cause the Fund to recognize income without receiving cash with which to pay dividends
or make distributions in amounts necessary to satisfy the distribution requirements for avoiding income andexcise taxes, (c) treat dividends that would otherwise constitute qualified dividend income as non-qualified
dividend income and/or (d) treat dividends that would otherwise be eligible for the corporate dividends
received deduction as ineligible for such treatment.
The Fund’s investment in so-called “section 1256 contracts,” such as regulated futures contracts, mostforeign currency forward contracts traded in the interbank market and options on most stock indices, aresubject to special tax rules. All section 1256 contracts held by the Fund at the end of its taxable year are
required to be marked to their market value, and any unrealized gain or loss on those positions will be includedin the Fund’s income as if each position had been sold for its fair market value at the end of the taxable
year. The resulting gain or loss will be combined with any gain or loss realized by the Fund from positions
in section 1256 contracts closed during the taxable year. Provided such positions were held as capital assets
and were not part of a “hedging transaction” or a “straddle,” 60% of the resulting net gain or loss will betreated as long-term capital gain or loss, and 40% of such net gain or loss will be treated as short-term capitalgain or loss, regardless of the period of time the positions were actually held by the Fund.
If the Fund purchases Shares in certain foreign investment entities called passive foreign investmentcompanies (“PFICs”), the Fund may be subject to federal income tax on a portion of any “excess
distribution” or gain from the disposition of such Shares even if such income is distributed as a taxable
dividend by the Fund to the stockholders. Additional charges in the nature of interest may be imposed on
the Fund in respect of deferred taxes arising from such distributions or gains. Elections may be available to
the Fund to mitigate the effect of this tax and the additional charges, but such elections generally accelerate
the recognition of income without the receipt of cash. Dividends paid by PFICs are not treated as qualified
dividend income, as discussed below under “Taxation of Stockholders.”
If the Fund invests in the stock of a PFIC, or any other investment that produces income that is notmatched by a corresponding cash distribution to the Fund, the Fund could be required to recognize incomethat it has not yet received. Any such income would be treated as income earned by the Fund and therefore
would be subject to the distribution requirements of the Code. This might prevent the Fund from distributing
90% of its net investment income as is required in order to avoid Fund-level U.S. federal income taxation
on its distributed income, or might prevent the Fund from distributing enough ordinary income and capitalgain net income to avoid completely the imposition of the excise tax. To avoid this result, the Fund may
be required to borrow money or dispose of securities to be able to make required distributions to thestockholders.
76

The Fund may invest in debt obligations purchased at a discount with a fixed maturity date of morethan one year from the date of issuance (and zero-coupon debt obligations with a fixed maturity date ofmore than one year from the date of issuance) that are treated as debt obligations with original issue discount.
Original issue discount (“OID”) is the excess of a debt instrument’s stated redemption price at maturity
over its issue price provided that such amount is not de minimis. The issue price is generally the initial offering
price to the public (excluding bond houses and brokers) at which a substantial amount of the debt
instrument was sold, and the stated redemption price at maturity is the sum of all amounts (principal andinterest) payable on the debt instrument, other than qualified stated interest. Qualified stated interest is statedinterest that is unconditionally payable in cash or property (other than debt instruments of the issuer) atleast annually over the term of the debt instrument at a single fixed rate. Generally, the amount of OID for
U.S. income tax purposes is treated as interest income that is included in the Fund’s income and is required tobe distributed over the term of the debt obligation (even though payment of that amount is not received
until a later time upon partial or full repayment or disposition of the debt obligation) in order to qualify asa regulated investment company and to avoid the 4% nondeductible excise tax potentially applicable to RICs.
Increases in the principal amount of an inflation-indexed bond will generally be treated as OID. The rate
at which OID accrues, and thus is included in the Fund’s income, will depend upon which of the permitted
accrual methods the Fund elects.
The Fund may also invest in debt obligations with a fixed maturity date of more than one year fromthe date of issuance that are acquired by the Fund in the secondary market, which may be treated as having“market discount.” Generally, market discount is the excess of the stated redemption price of a debt
obligation (or in the case of an obligation issued with OID, its “revised issue price”) over the purchase priceof such obligation. Generally, (i) any gain recognized on the disposition of, and any partial payment ofprincipal on, a debt obligation having market discount is treated as ordinary income to the extent the gainor principal payment does not exceed the “accrued market discount” on such debt obligation, (ii) alternatively,
the Fund may elect to accrue market discount currently, in which case the Fund will be required to include
the accrued market discount on such debt obligations in the Fund’s income (as ordinary income) and thus
distribute it over the term of the debt obligations (even though payment of that amount is not received
until a later time upon partial or full repayment or disposition of the debt obligations), and (iii) if the Fundmakes the election described in clause (ii), the rate at which the market discount accrues, and thus isincluded in the Fund’s income, will depend upon which of the permitted accrual methods the Fund elects.
The Fund reserves the right to revoke such an election at any time pursuant to applicable IRS procedures. In
the case of higher-risk obligations, the amount of market discount may be unclear under the various
applicable regulations that affect high-yield securities.
From time to time, a substantial portion of the Fund’s investments in loans and other debt obligations
could be treated as having OID and/or market discount, which in some cases could be significant. To generatesufficient cash to make the required distributions as a RIC, the Fund may be required to raise cash,
including by selling securities in its portfolio (including at times when it is not advantageous to do so) that itotherwise would have continued to hold.
The Fund may also invest in securities rated in the medium to lower rating categories by nationallyrecognized rating organizations, and in unrated securities (“high-yield securities”). All or a portion of theinterest payments and accrued OID on such high-yield securities may not be deductible to the issuer andinstead may be treated as dividends paid by the issuer for certain U.S. federal income tax purposes. In suchcases, if the issuer of the high-yield discount obligation is a domestic corporation, dividend payments by
the Fund may be eligible for the dividends-received deduction to the extent attributable to the deemeddividend portion of such OID.
Under section 988 of the Code, gains or losses attributable to fluctuations in exchange rates between
the time the Fund accrues income or receivables or expenses or other liabilities denominated in a foreign
currency and the time the Fund actually collects such income or receivables or pays such liabilities or expenses
are generally treated as ordinary income or loss. Similarly, gains or losses on foreign currency forward
contracts and the disposition of debt securities denominated in a foreign currency, to the extent attributable
to fluctuations in exchange rates between the acquisition and disposition dates, are also treated as ordinary
income or loss.
77

Dividends or other income (including, in some cases, capital gains) received by the Fund frominvestments in foreign securities may be subject to withholding and other taxes imposed by foreign countries.
Tax conventions between certain countries and the United States may reduce or eliminate such taxes insome cases. If more than 50% of the Fund’s total assets at the close of its taxable year consists of stock or
securities of foreign corporations, the Fund may elect for U.S. federal income tax purposes to treat foreign
income taxes paid by it as paid by its stockholders. The Fund may qualify for and make this election insome, but not necessarily all, of its taxable years. If the Fund were to make such an election, stockholders of
the Fund would be required to take into account an amount equal to their pro rata portions of suchforeign taxes in computing their taxable income and then treat an amount equal to those foreign taxes as a
U.S. federal income tax deduction (subject to limitations which may be significant) or as a foreign tax credit(subject to limitations which may be significant) against their U.S. federal income liability. Shortly after
any year for which it makes such an election, the Fund will report to its stockholders the amount per shareof such foreign income tax that must be included in each stockholder’s gross income and the amount that may
be available for the deduction or credit.
Taxation of Stockholders
The Fund will either distribute or retain for reinvestment all or part of its net capital gain (i.e., theexcess of net long-term capital gain over net short-term capital loss). If any such gain is retained, the Fund
will be subject to U.S. federal income tax at regular corporate rates on such amount. In that event, the Fund
expects to designate the retained amount as undistributed capital gain in a notice to its stockholders, eachof whom (i) will be required to include in income for tax purposes as long-term capital gain its share of such
undistributed amounts, (ii) will be entitled to credit its proportionate share of the tax paid by the Fundagainst its federal income tax liability and to claim refunds to the extent that the credit exceeds such liabilityand (iii) will increase its basis in its common Shares of the Fund by the excess of the amount described inclause (i) over the amount described in clause (ii).
Distributions paid by the Fund from its investment company taxable income, which includes net
short-term capital gain, generally are taxable as ordinary income to the extent of the Fund’s earnings andprofits, whether paid in cash or reinvested in the Shares. Such distributions (if reported by the Fund) may,
however, qualify (provided holding period and other requirements are met by both the Fund and thestockholder) (i) for the dividends received deduction available to corporations, but only to the extent that
the Fund’s income consists of dividend income from U.S. corporations and (ii) in the case of individual
stockholders, as qualified dividend income eligible to be taxed at long-term capital gain rates to the extent that
the Fund receives qualified dividend income. Qualified dividend income is, in general, dividend income
from taxable domestic corporations and certain qualified foreign corporations. There can be no assurance
as to what portion of the Fund’s distributions will qualify for favorable treatment as qualified dividend
income.
Distributions of net capital gain reported as capital gain distributions, if any, are taxable to stockholders
at rates applicable to long-term capital gain, whether paid in cash or reinvested in the Shares, and regardlessof how long the stockholder has held the Fund’s common Shares. Capital gain distributions are noteligible for the dividends received deduction.
If, for any calendar year, the total distributions exceed both current earnings and profits and accumulated
earnings and profits, the excess will generally be treated as a tax-free return of capital up to the amount of astockholder’s tax basis in the common Shares. The amount treated as a tax-free return of capital will
reduce a stockholder’s tax basis in the common Shares, thereby increasing such stockholder’s potential gainor reducing his or her potential loss on the sale of the common Shares. Any amounts distributed to a
stockholder in excess of his or her basis in the common Shares will be taxable to the stockholder as capitalgain (assuming your common Shares are held as a capital asset). The Fund may make distributions that are
taxable even during periods in which the Fund’s share price has declined. Prospective investors should beaware that the price of the Fund’s Shares may reflect the value of an upcoming distribution. Any such
distribution will be taxable to a stockholder even though it could be considered a return of capital in an
economic sense.
Stockholders may be entitled to offset their capital gain distributions (but not distributions eligible for
qualified dividend income treatment) with capital losses. There are a number of statutory provisions affecting78

when capital losses may be offset against capital gain, and limiting the use of losses from certain investments
and activities. Accordingly, stockholders with capital loss are urged to consult their tax advisers.
Upon a sale, exchange or other disposition of common Shares, a stockholder will generally realize ataxable gain or loss equal to the difference between the amount of cash and the fair market value of otherproperty received and the stockholder’s adjusted tax basis in the common Shares. Such gain or loss will betreated as long-term capital gain or loss if the common Shares have been held for more than one year. Any loss
realized on a sale or exchange of common Shares of the Fund will be disallowed to the extent the common
Shares disposed of are replaced by substantially identical common Shares within a 61-day period beginning
30 days before and ending 30 days after the date that the common Shares are disposed of. In such a case,the basis of the common Shares acquired will be adjusted to reflect the disallowed loss.
Dividends, net capital gains and certain other income derived from investment activity are generally
subject to a 3.8% federal tax on net investment income for stockholders whose gross income exceeds $200,000
for single filers and $250,000 for joint filers.
Any loss realized by a stockholder on the sale of the Shares held by the stockholder for six months orless will be treated for tax purposes as a long-term capital loss to the extent of any capital gain distributions
received by the stockholder (or amounts credited to the stockholder as an undistributed capital gain) withrespect to such common Shares. Ordinary income distributions and capital gain distributions also may besubject to state and local taxes. stockholders are urged to consult their own tax advisers regarding specificquestions about U.S. federal (including the application of the alternative minimum tax), state, local orforeign tax consequences to them of investing in the Fund.
A stockholder that is a nonresident alien individual or a foreign corporation (a “non-U.S. investor”)
generally will be subject to U.S. withholding tax at the rate of 30% (or possibly a lower rate provided by anapplicable tax treaty) on ordinary income dividends (except as discussed below). Different tax consequences
may result if the non-U.S. investor is engaged in a trade or business in the United States or, in the case of
an individual, is present in the United States for 183 days or more during a taxable year and certain otherconditions are met.
Properly reported dividends are generally exempt from U.S. federal withholding tax where they (i) are
paid in respect of the Fund’s “qualified net interest income” (generally, the Fund’s U.S. source interest income,other than certain contingent interest and interest from obligations of a corporation or partnership in
which the Fund is at least a 10% stockholder, reduced by expenses that are allocable to such income) or(ii) are paid in respect of the Fund’s “qualified short-term capital gains” (generally, the excess of the Fund’s
net short-term capital gain over the Fund’s long-term capital loss for such taxable year). Depending on its
circumstances, however, the Fund may report all, some or none of its potentially eligible dividends as suchqualified net interest income or as qualified short-term capital gains, and/or treat such dividends, in whole orin part, as ineligible for this exemption from withholding. In order to qualify for this exemption fromwithholding, a non-U.S. investor will need to comply with applicable certification requirements relating to
its non-U.S. status (including, in general, furnishing an IRS Form W-8BEN, IRS Form W-8BEN-E orsubstitute Form). In the case of common Shares held through an intermediary, the intermediary may
withhold even if the Fund reports the payment as qualified net interest income or qualified short-term capital
gain. Non-U.S. investors should contact their intermediaries with respect to the application of these rules
to their accounts. There can be no assurance as to what portion of the Fund’s distributions will qualify forfavorable treatment as qualified net interest income or qualified short-term capital gains.
Assuming applicable disclosure and certification requirements are met, U.S. federal withholding tax
will generally not apply to any gain or income realized by a non-U.S. investor in respect of any distributionsof net capital gain or upon the sale or other disposition of common Shares of the Fund (unless the Fundis treated as a USRPHC). Please see “Risks Associated with an Investment in the Fund — Non-U.S. Investors”
for additional information regarding the tax consequences to a non-U.S. investor if the Fund is treated asa USRPHC.
Non-U.S. investors should consult their tax advisers regarding the tax consequences of investing in the
Fund’s common Shares.

79Foreign Account Tax Compliance Act (FATCA)
Subject to any applicable intergovernmental agreements, a 30% withholding tax on the Fund’s
distributions generally applies if paid to a foreign entity unless: (i) if the foreign entity is a “foreign financial
institution,” it undertakes certain due diligence, reporting, withholding and certification obligations, (ii) if
the foreign entity is not a “foreign financial institution,” it identifies certain of its U.S. investors or (iii) the
foreign entity is otherwise excepted under FATCA. Under proposed Treasury regulations, which may be relied
upon until final Treasury regulations are published, there is no FATCA withholding on gross proceedsfrom the sale or disposition of the Shares or on certain capital gains distributions. If withholding is required
under FATCA on a payment related to your Shares, investors that otherwise would not be subject towithholding (or that otherwise would be entitled to a reduced rate of withholding) on such payment generally
will be required to seek a refund or credit from the IRS to obtain the benefits of such exemption or
reduction. The Fund will not pay any additional amounts in respect to amounts withheld under FATCA.
You should consult your tax advisor regarding the effect of FATCA based on your individual circumstances.
Backup Withholding
The Fund may be required to backup withhold U.S. federal income tax on all taxable distributions andrepurchase proceeds payable to certain non-exempt stockholders who fail to provide the Fund with theircorrect taxpayer identification number or to make required certifications, or who have been notified by the
IRS that they are subject to backup withholding. Backup withholding, currently at a rate of 24%, is not an
additional tax. Any amounts withheld may be refunded or credited against such stockholder’s U.S. federal
income tax liability, if any, provided that the required information is timely furnished to the IRS.
The foregoing is a general and abbreviated summary of certain provisions of the Code and Treasury
regulations presently in effect applicable to the Fund. The tax law is subject to change by legislative, judicial oradministrative action, either prospectively or retroactively. Tax consequences are not the Fund’s primaryconsideration in implementing its investment strategy. The Fund may produce taxable income to stockholders
even during periods in which the price of Shares in the Fund have declined. The Fund does not presently
contemplate obtaining a ruling from the IRS or opinion of counsel with respect to any tax issues. Persons
considering an investment in common Shares of the Fund should consult their own tax advisers regarding thepurchase, ownership and disposition of the Shares.

80

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Deloitte & Touche LLP, located at 111 S. Wacker Drive, Chicago, IL 60606, serves as the Fund’s
independent registered public accounting firm, whose services include an audit of the Fund’s financial
statements and the performance of other related audit and tax services.
CUSTODIAN AND TRANSFER AGENT
The custodian of the assets of the Fund is J.P. Morgan Chase Bank, N.A., located at 1111 Polaris
Parkway, Columbus, Ohio 43240. J.P. Morgan Chase Bank, N.A. performs custodial, fund accounting andportfolio accounting services. SS&C Global Investor & Distribution Solutions, Inc., located at
430 W 7th Street, Suite 219204, Kansas City, Missouri 64105-1407, serves as the Fund’s transfer agent anddividend paying agent with respect to the Shares.
LEGAL MATTERS
Certain legal matters in connection with the Shares will be passed upon for the Fund by Paul Hastings
LLP and, with respect to certain matters of Maryland law, by Venable LLP. Paul Hastings LLP may rely on
the opinion of Venable LLP as to certain matters of Maryland law.
ADDITIONAL INFORMATION
A registration statement on Form N-2, including amendments thereto, relating to the Shares offered
hereby, has been filed by the Fund with the SEC in Washington, D.C. The Fund’s Prospectus and this SAI
do not contain all of the information set forth in the Fund’s registration statement, including any exhibits andschedules thereto. For further information with respect to the Fund and the Shares offered hereby, reference
is made to the Fund’s registration statement. Statements contained in the Fund’s Prospectus and this SAI
as to the contents of any contract or other document referred to are not necessarily complete and in each
instance reference is made to the copy of such contract or other document filed as an exhibit to the Fund’s
registration statement, each such statement being qualified in all respects by such reference. Copies of theFund’s registration statement may be inspected without charge at the SEC’s principal office in Washington,
D.C., and copies of all or any part thereof may be obtained from the SEC upon the payment of certain
fees prescribed by the SEC or on the SEC’s website at http://www.sec.gov.

81FINANCIAL STATEMENTS
The Fund’s audited financial statements appearing in the Fund’s annual shareholder report for theperiod ended December 31, 2023, are incorporated by reference in this Statement of Additional Informationand have been so incorporated in reliance upon the reports of Deloitte & Touche LLP, independent
registered public accounting firm for the Fund, whose report is included in suchhttps://www.brookfieldoaktree.com/fund/brookfield-infrastructure-income-fund-inc.
The annual shareholder report is available upon request and without charge by writing to the Fund at
Brookfield Infrastructure Income Fund Inc. 225 Liberty Street, 35th Floor New York, New York 10281.

82

APPENDIX ADESCRIPTION OF S&P, MOODY’S AND FITCH RATINGS
Moody’s Investors Service Inc. — A brief description of the applicable Moody’s Investors Service, Inc.
(Moody’s) rating symbols and their meanings (as published by Moody’s) follows:
1. Long-Term Obligation Ratings
Moody’s long-term obligation ratings are opinions of the relative credit risk of financial obligations
with an original maturity of one year or more. They address the possibility that a financial obligation will
not be honored as promised. Such ratings use Moody’s Global Scale and reflect both the likelihood of default
and any financial loss suffered in the event of default.
Moody’s Long-Term Rating Definitions:
Aaa:

Obligations rated Aaa are judged to be of the highest quality, with minimal credit risk.

Aa:

Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.

A:

Obligations rated A are considered upper-medium grade and are subject to low credit risk.

Baa:

Obligations rated Baa are subject to moderate credit risk. They are considered medium-grade
and as such may possess certain speculative characteristics.

Ba:

Obligations rated Ba are judged to have speculative elements and are subject to substantial
credit risk.

B:

Obligations rated B are considered speculative and are subject to high credit risk

Caa:

Obligations rated Caa are judged to be of poor standing and are subject to very high credit
risk.

Ca:

Obligations rated Ca are highly speculative and are likely in, or very near, default, with someprospect of recovery of principal and interest.

C:

Obligations rated C are the lowest rated class and are typically in default, with little prospect
for recovery of principal or interest.

Note:

Moody’s appends numerical modifiers 1, 2, and 3 to each generic rating classification from
Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its
generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3
indicates a ranking in the lower end of that generic rating category.

Short-Term Debt Ratings
There are three rating categories for short-term municipal obligations that are considered investment
grade. These ratings are designated as Municipal Investment Grade (“MIG”) and are divided into threelevels — MIG 1 through MIG 3. In addition, those short-term obligations that are of speculative quality
are designated SG, or speculative grade. MIG ratings expire at the maturity of the obligation.
MIG 1.

This designation denotes superior credit quality. Excellent protection is afforded byestablished cash flows, highly reliable liquidity support, or demonstrated broad-based accessto the market for refinancing.

MIG 2.

This designation denotes strong credit quality. Margins of protection are ample, although not
as large as in the preceding group.

MIG 3.

This designation denotes acceptable credit quality. Liquidity and cash-flow protection may benarrow, and market access for refinancing is likely to be less well-established.

SG.

This designation denotes speculative-grade credit quality. Debt instruments in this category
may lack sufficient margins of protection.
A-1

Demand Obligation Ratings
In the case of variable rate demand obligations (“VRDOs”), a two-component rating is assigned; along- or short-term debt rating and a demand obligation rating. The first element represents Moody’s
evaluation of the degree of risk associated with scheduled principal and interest payments. The second
element represents Moody’s evaluation of the degree of risk associated with the ability to receive purchaseprice upon demand (“demand feature”), using a variation of the MIG rating scale, the Variable Municipal
Investment Grade or VMIG rating.
When either the long- or short-term aspect of a VRDO is not rated, that piece is designated NR, e.g.,
Aaa/NR or NR/VMIG 1.
VMIG rating expirations are a function of each issue’s specific structural or credit features.
VMIG 1.

This designation denotes superior credit quality. Excellent protection is afforded by thesuperior short-term credit strength of the liquidity provider and structural and legal
protections that ensure the timely payment of purchase price upon demand.

VMIG 2.

This designation denotes strong credit quality. Good protection is afforded by the strong
short-term credit strength of the liquidity provider and structural and legal protections that
ensure the timely payment of purchase price upon demand.

VMIG 3.

This designation denotes acceptable credit quality. Adequate protection is afforded by thesatisfactory short-term credit strength of the liquidity provider and structural and legal
protections that ensure the timely payment of purchase price upon demand.

SG.

This designation denotes speculative-grade credit quality. Demand features rated in thiscategory may be supported by a liquidity provider that does not have an investment grade
short-term rating or may lack the structural and/or legal protections necessary to ensure thetimely payment of purchase price upon demand.

2. Short-Term Ratings
Moody’s short-term ratings are opinions of the ability of issuers to honor short-term financial
obligations. Ratings may be assigned to issuers, short-term programs or to individual short-term debt
instruments. Such obligations generally have an original maturity not exceeding thirteen months, unlessexplicitly noted.
Moody’s employs the following designations to indicate the relative repayment ability of rated issuers:
P-1

Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term
debt obligations.

P-2

Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term
debt obligations.

P-3

Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay
short-term obligations.

NP

Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating
categories.

NOTE:

Canadian issuers rated P-1 or P-2 have their short-term ratings enhanced by the senior-mostlong-term rating of the issuer, its guarantor or support-provider.

A-2

Standard & Poor’s
A brief description of the applicable Standard & Poor’s (S&P) rating symbols and their meanings (aspublished by S&P) follows:
Issue Credit Rating Definitions
A Standard & Poor’s issue credit rating is a forward-looking opinion about the creditworthiness of an
obligor with respect to a specific financial obligation, a specific class of financial obligations, or a specificfinancial program (including ratings on medium-term note programs and commercial paper programs). It
takes into consideration the creditworthiness of guarantors, insurers, or other forms of credit enhancementon the obligation and takes into account the currency in which the obligation is denominated. The opinion
reflects Standard & Poor’s view of the obligor’s capacity and willingness to meet its financial commitments asthey come due, and may assess terms, such as collateral security and subordination, which could affectultimate payment in the event of default.
Issue credit ratings can be either long term or short-term. Short-term ratings are generally assigned tothose obligations considered short-term in the relevant market. In the U.S., for example, that means
obligations with an original maturity of no more than 365 days, including commercial paper. Short-term
ratings are also used to indicate the creditworthiness of an obligor with respect to put features on long-term
obligations. The result is a dual rating, in which the short-term rating addresses the put feature, in addition
to the usual long-term rating. Medium-term notes are assigned long-term ratings.
Long-Term Issue Credit Ratings
Issue credit ratings are based, in varying degrees, on the following considerations:• Likelihood of payment-capacity and willingness of the obligor to meet its financial commitment on
an obligation in accordance with the terms of the obligation;• Nature of and provisions of the obligation;• Protection afforded by, and relative position of, the obligation in the event of bankruptcy,
reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors’rights.
Issue ratings are an assessment of default risk, but may incorporate an assessment of relative seniority
or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations,
to reflect the lower priority in bankruptcy, as noted above. (Such differentiation may apply when an entity
has both senior and subordinated obligations, secured and unsecured obligations, or operating company andholding company obligations.)
AAA:

An obligation rated ‘AAA’ has the highest rating assigned by S&P. The obligor’s capacity tomeet its financial commitment on the obligation is extremely strong.

AA:

An obligation rated ‘AA’ differs from the highest-rated obligations only to a small degree. The
obligor’s capacity to meet its financial commitment on the obligation is very strong.

A:

An obligation rated ‘A’ is somewhat more susceptible to the adverse effects of changes incircumstances and economic conditions than obligations in higher-rated categories. However,
the obligor’s capacity to meet its financial commitment on the obligation is still strong.

BBB:

An obligation rated ‘BBB’ exhibits adequate protection parameters. However, adverse
economic conditions or changing circumstances are more likely to lead to a weakened
capacity of the obligor to meet its financial commitment on the obligation.

BB, B,
CCC, CCand C:

Obligations rated ‘BB’, ‘B’, ‘CCC’, ‘CC’, and ‘C’ are regarded as having significant
speculative characteristics. ‘BB’ indicates the least degree of speculation and ‘C’ the highest.
While such obligations will likely have some quality and protective characteristics, these may
be outweighed by large uncertainties or major exposures to adverse conditions.

A-3

BB:

An obligation rated ‘BB’ is less vulnerable to nonpayment than other speculative issues.
However, it faces major ongoing uncertainties or exposure to adverse business, financial, or
economic conditions which could lead to the obligor’s inadequate capacity to meet its
financial commitment on the obligation.

B:

An obligation rated ‘B’ is more vulnerable to nonpayment than obligations rated ‘BB’, but the
obligor currently has the capacity to meet its financial commitment on the obligation.
Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or
willingness to meet its financial commitment on the obligation.

CCC:

An obligation rated ‘CCC’ is currently vulnerable to nonpayment, and is dependent uponfavorable business, financial, and economic conditions for the obligor to meet its financial
commitment on the obligation. In the event of adverse business, financial, or economic
conditions, the obligor is not likely to have the capacity to meet its financial commitment on
the obligation.

CC:

An obligation rated ‘CC’ is currently highly vulnerable to nonpayment.

C:

A ‘C’ rating is assigned to obligations that are currently highly vulnerable to nonpayment,
obligations that have payment arrearages allowed by the terms of the documents, orobligations of an issuer that is the subject of a bankruptcy petition or similar action whichhave not experienced a payment default. Among others, the ‘C’ rating may be assigned tosubordinated debt, preferred stock or other obligations on which cash payments have beensuspended in accordance with the instrument’s terms or when preferred stock is the subject of
a distressed exchange offer, whereby some or all of the issue is either repurchased for an
amount of cash or replaced by other instruments having a total value that is less than par.

D:

An obligation rated ‘D’ is in payment default. The ‘D’ rating category is used when payments
on an obligation, including a regulatory capital instrument, are not made on the date dueeven if the applicable grace period has not expired, unless Standard & Poor’s believes thatsuch payments will be made during such grace period. The ‘D’ rating also will be used upon
the filing of a bankruptcy petition or the taking of similar action if payments on an
obligation are jeopardized. An obligation’s rating is lowered to ‘D’ upon completion of a
distressed exchange offer, whereby some or all of the issue is either repurchased for an
amount of cash or replaced by other instruments having a total value that is less than par.

Plus (+) or
minus (-):

The ratings from ‘AA’ to ‘CCC’ may be modified by the addition of a plus (+) or minus (-)
sign to show relative standing within the major rating categories.

N.R.:

This indicates that no rating has been requested, that there is insufficient information onwhich to base a rating, or that Standard & Poor’s does not rate a particular obligation as amatter of policy

Short-Term Issue Credit Ratings
A-1:

A short-term obligation rated ‘A-1’ is rated in the highest category by Standard & Poor’s. The
obligor’s capacity to meet its financial commitment on the obligation is strong. Within thiscategory, certain obligations are designated with a plus sign (+). This indicates that the
obligor’s capacity to meet its financial commitment on these obligations is extremely strong.

A-2:

A short-term obligation rated ‘A-2’ is somewhat more susceptible to the adverse effects ofchanges in circumstances and economic conditions than obligations in higher rating
categories. However, the obligor’s capacity to meet its financial commitment on the obligation
is satisfactory.

A-3:

A short-term obligation rated ‘A-3’ exhibits adequate protection parameters. However,
adverse economic conditions or changing circumstances are more likely to lead to a weakened
capacity of the obligor to meet its financial commitment on the obligation.

A-4

B:

A short-term obligation rated ‘B’ is regarded as having significant speculative characteristics.
Ratings of ‘B-1’, ‘B-2’, and ‘B-3’ may be assigned to indicate finer distinctions within the ‘B’category. The obligor currently has the capacity to meet its financial commitment on the
obligation; however, it faces major ongoing uncertainties which could lead to the obligor’s
inadequate capacity to meet its financial commitment on the obligation.

B-1:

A short-term obligation rated ‘B-1’ is regarded as having significant speculative
characteristics, but the obligor has a relatively stronger capacity to meet its financial
commitments over the short-term compared to other speculative-grade obligors.

B-2:

A short-term obligation rated ‘B-2’ is regarded as having significant speculative
characteristics, and the obligor has an average speculative-grade capacity to meet its financial
commitments over the short-term compared to other speculative-grade obligors.

B-3:

A short-term obligation rated ‘B-3’ is regarded as having significant speculative
characteristics, and the obligor has a relatively weaker capacity to meets its financial
commitments over the short-term compared to other speculative-grade obligors.

C:

A short-term obligation rated ‘C’ is currently vulnerable to nonpayment and is dependent
upon favorable business, financial, and economic conditions for the obligor to meet its
financial commitment on the obligation.

D:

A short-term obligation rated ‘D’ is in payment default. The ‘D’ rating category is used when
payments on an obligation, including a regulatory capital instrument, are not made on thedate due even if the applicable grace period has not expired, unless Standard & Poor’s
believes that such payments will be made during such grace period. The ‘D’ rating also will be
used upon the filing of a bankruptcy petition or the taking of a similar action if payments on
an obligation are jeopardized.

A-5