BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
225 Liberty Street, 35th Floor
New York, New York 10281
NOTICE OF 2024 SPECIAL MEETING OF STOCKHOLDERS
May 28, 2024
To the Stockholders:
Notice is hereby given that the 2024 Special Meeting of Stockholders (the“Meeting”) of Brookfield Infrastructure Income Fund Inc., a Maryland
corporation (the “Fund”), will be held on Thursday, June 20, 2024, at 8:15 a.m.,
Eastern Time, for the following purposes:
1.

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

2.

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

The Board of Directors recommends that you vote “FOR” the nominees
named in the proxy statement.
The Meeting will be held in a virtual meeting format only. Stockholders
will not be able to attend the Meeting in person. In order to participate in andvote at the Meeting, stockholders of record as of the close of business on
April 12, 2024 (the “Record Date”) need to register for the Meeting.
If you are a registered holder, and wish to attend and vote at the
Meeting, please send an email including your full name and address to theFund’s proxy solicitor, Equiniti Trust Company, LLC (“Equiniti”) at
attendameeting@equiniti.com with “Brookfield Infrastructure Income Fund
Inc. virtual meeting” in the subject line. After receiving this information,
Equiniti will then email you the virtual meeting access information andinstructions for voting during the Meeting. If you hold common shares of stock(“Shares”) beneficially through a bank or broker, you will receive information
regarding how to instruct your bank or broker to cast your vote. If you wish toattend and vote at the Meeting, you must first obtain a legal proxy from yourfinancial intermediary reflecting the Fund’s name, the number of Shares you
held as of the Record Date, as well as your name and address. You may forward
an email from your intermediary containing the legal proxy or attach an imageof the legal proxy via email to attendameeting@equiniti.com with “Legal
Proxy” in the subject line. After receiving this information, Equiniti will thenemail you the virtual meeting access information and instructions for voting
during the Meeting.
Stockholders of record as of the close of the Record Date are entitled to
notice of, and to vote at, the Meeting or any adjournment or postponement
thereof. You are being asked to participate at the Meeting either virtually or byproxy. If you attend the Meeting and are a stockholder of record as of the closeof business on the Record Date, you may vote your Shares at the Meeting.
Regardless of whether you plan to attend the Meeting, please complete, date,sign and return promptly in the enclosed envelope the accompanying proxy.
This is important to ensure a quorum at the Meeting.
In addition to authorizing a proxy to vote by mail, you may also authorize
a proxy to vote your Shares via the internet or telephone, as follows:
To vote by the internet:(1) Read the Proxy Statement and have the enclosed proxy card at
hand.
(2) Go to the website that appears on the enclosed proxy card.
(3) Enter the control number set forth on the enclosed proxy card andfollow the simple instructions.
To vote by telephone:(1) Read the Proxy Statement and have the enclosed proxy card at
hand.
(2) Refer to the toll-free number that appears on the enclosed proxycard.
(3) Follow the instructions.
We encourage you to authorize a proxy to vote your Shares via the Internet
using the control number that appears on your enclosed proxy card. Use ofinternet voting will reduce the time and costs associated with this proxysolicitation. Whichever method you choose, please read the enclosed Proxy
Statement carefully before you vote. If you should have any questions about
this Notice or the proxy materials, we encourage you to call us at(800) 814-0439.
By Order of the Board of Directors,/s/ Craig Ruckman
Craig Ruckman
Assistant Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF
PROXY MATERIALS FOR THE SPECIAL MEETING OF
STOCKHOLDERS TO BE HELD ON JUNE 20, 2024
The Fund’s Notice of 2024 Special Meeting of Stockholders, Proxy
Statement and Form of Proxy are available on the Internet athttps://vote.proxyonline.com/brookfield/docs/bii.pdf.
WE NEED YOUR PROXY VOTE IMMEDIATELY.
YOU MAY THINK YOUR VOTE IS NOT IMPORTANT, BUT IT IS
VITAL. AT THE MEETING OF STOCKHOLDERS, THE FUND WILL
BE UNABLE TO CONDUCT ANY BUSINESS IF LESS THAN A
MAJORITY OF THE VOTES ENTITLED TO BE CAST ARE
REPRESENTED. IN THAT EVENT, THE MEETING MAY BE
ADJOURNED AND THE FUND, AT THE STOCKHOLDERS’
EXPENSE, WOULD CONTINUE TO SOLICIT VOTES IN AN
ATTEMPT TO ACHIEVE A QUORUM. CLEARLY, YOUR VOTE
COULD BE CRITICAL TO ENABLE THE FUND TO HOLD THE
MEETING AS SCHEDULED, SO PLEASE RETURN YOUR PROXYCARD IMMEDIATELY. YOU AND ALL OTHER STOCKHOLDERS
WILL BENEFIT FROM YOUR COOPERATION.

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

Valid Signature

Corporate Accounts(1) ABC Corp.
(2) ABC Corp.
(3) ABC Corp. c/o John Doe, Treasurer(4) ABC Corp. Profit Sharing Plan

ABC Corp. (by John Doe,
Treasurer)
John Doe, Treasurer
John DoeJohn Doe, Director

Trust Accounts(1) ABC Trust
Jane B. Doe, Director(2) Jane B. Doe, Director u/t/d 12/28/78 Jane B. Doe
Custodial or Estate Accounts(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr.
UGMA(2) John B. Smith

John B. Smith

John B. Smith, Jr., Executor

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

1QUESTIONS AND ANSWERS
Why am I receiving this Proxy Statement?
Stockholders of the Fund are being asked to consider and vote on a
proposal to elect two (2) Directors to the Board of Directors (the “Board” or
the “Directors”) of the Fund (the “Proposal”). The current Directors, a majorityof whom are not “interested persons” (as defined in the Investment Company
Act of 1940, as amended (the “1940 Act”)), have unanimously recommended
that each proposed individual be submitted to the Fund’s stockholders forelection at the special meeting of stockholders (the “Meeting”). The 1940 Act
requires a certain percentage of the directors of the Fund to have been electedby stockholders and that such elections occur before the Board can appoint any
new Director to fill vacancies or expand the Board. The Board recommends
that you vote for the Proposal in order to elect two (2) Directors to the Fund’s
Board that were recently appointed to the Board and to facilitate futurecompliance with the requirements of the 1940 Act. On April 12, 2024, you
owned shares of common stock (“Shares”) of the Fund and, as a result, have aright to vote on the Proposal.
What proposals am I being asked to vote on?
You are being asked to vote on the Proposal to elect two (2) Directors,
Mr. Brian F. Hurley and Ms. Betty A. Whelchel (the “Director Nominees” or“Nominees”), to the Board of Directors. The Proxy Statement describes the
Proposal in more detail.
Why am I being asked to elect Directors?
The Fund is governed by the Board. Although the Board can ordinarily
appoint new directors without a stockholder vote, the 1940 Act requires a certain
percentage of the directors to have been elected by stockholders and that suchelections occur before the Board can appoint any new director to fill vacancies
or expand the Board. To facilitate future appointments to the Board to fillvacancies or expand the Board, the Board is recommending that stockholdersof the Fund elect to the Board: (i) Mr. Hurley, who is an “interested person” (assuch term is defined in the 1940 Act) of the Fund (an “Interested Director”);
and (ii) Ms. Whelchel, who is not an “interested person” (as such term is definedin the 1940 Act) of the Fund (an “Independent Director”). Mr. Hurley currently
serves on the Board as an “Interested Director,” and Ms. Whelchel currently
serves on the Board as an “Independent Director” under the 1940 Act.
When will the new Directors take office?
Mr. Hurley and Ms. Whelchel are currently serving as Directors on the
Board and are expected to continue serving as Directors regardless of whether
they are elected by stockholders at the Meeting.

2

What role does the Board play?
The Directors serve as your representatives. They are fiduciaries and havean obligation to serve the best interests of stockholders. The Directors review
the Fund’s performance, oversee the Fund and the Fund’s activities, and review
contractual arrangements with companies that provide services to the Fund.
Do Directors receive compensation for their services?
Each Independent Director receives compensation for his or her service
on the Board. The Interested Directors do not receive compensation for theirservice on the Board. The Proxy Statement provides details about each Nominee
and compensation to be paid to the Independent Directors.
Who is paying for my stockholder meeting and Proxy Statement?
The Fund will bear the costs, fees and expenses incurred in connection
with the Proxy Statement. Brookfield Asset Management Private Institutional
Capital Adviser (Canada), L.P. (the “Adviser” or “BAM PIC”), the investment
adviser to the Fund has contractually agreed to limit certain expenses of theFund as part of operating expense limitation agreements and to the extent thatsuch an agreement applies to the Fund, the Adviser will indirectly pay the proxy
costs incurred by the Fund.
Who is eligible to vote?
Any person who owned shares of the Fund on the “Record Date,” which
was April 12, 2024.
What is the required vote?
If a quorum is present, a plurality of all the votes cast shall be sufficient
to approve the Proposal. A “plurality of votes cast” means that those Nominees
receiving the two highest numbers of affirmative votes cast, whether or not
such votes constitute a majority, will be elected at the Meeting. For purposes ofelecting Directors, not voting or withholding your vote by voting “abstain” (ora direction to your broker, bank or other nominee to withhold your vote, called
a “broker non-vote”) is not counted as a vote cast, and therefore will have noeffect on the outcome of the election of Directors.
I have only a few shares – does my vote matter?
Your vote is important. If many stockholders choose not to vote, the Fundmight not receive enough votes to reach a quorum to hold the Meeting. If it
appears that there will not be a quorum, the Fund would have to send additional
mailings or otherwise solicit stockholders to try to obtain more votes.
How does the Board suggest I vote in connection with the Proposal?
The current members of the Board, including all of the Independent
Directors, recommend that you vote in favor of the Proposal.
3How do I vote my Shares?
You can vote in any of the following ways:
Internet: Have your proxy card available. Vote on the internet by accessing
the website address on your proxy card. Enter your control number from yourproxy card. Follow the instructions found on the website;
Telephone: Have your proxy card available. You may vote by telephone bycalling the number on your proxy card. Enter the control number on the proxycard and follow the instructions provided (A confirmation of your telephone
vote will be mailed to you.);
Mail: Vote, sign, date and return the enclosed proxy card in the enclosed
postage-paid envelope.
When and where will the Meeting be held?
The Meeting will be held on June 20, 2024, at 8:15 a.m. Eastern Time.
The Meeting will be held in a virtual meeting format only. Stockholders will
not be able to attend the Meeting in person. If you owned shares as of theRecord Date and wish to participate in the Meeting, you must email Equiniti
Trust Company, LLC (“Equiniti”) at attendameeting@equiniti.com, in order toregister to attend the Meeting, obtain the credentials to access the Meeting, andverify that you were a stockholder on the Record Date. If you are a record
owner of shares, please have your 15-digit control number on your proxy card
available when you call or include it in your email. You may vote during theMeeting by following the instructions that will be available on the Meetingwebsite during the Meeting.
If you hold your shares through an intermediary, such as a bank or broker,
as of the Record Date, you must provide a legal proxy from that institution inorder to vote your shares at the Meeting. You may forward an email from yourintermediary or attach an image of your legal proxy and transmit it via email toEquiniti at attendameeting@equiniti.com and you should label the email “Legal
Proxy” in the subject line. If you hold your shares through an intermediary asof the Record Date and wish to attend, but not vote at, the Meeting, you mustverify to Equiniti that you owned shares as of the Record Date through an
account statement or some other similar means.
Requests for registration must be received by Equiniti no later than
5:00 p.m., Eastern Time, on June 19, 2024. You will then receive a confirmation
email from Equiniti of your registration and a control number that will allow
you to vote at the Meeting.
Whom should I call for more information about the Proxy Statement?
For more information regarding the Proxy Statement for the Meeting,please call (800) 814-0439.
4

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
225 Liberty Street, 35th Floor
New York, New York 10281-1023
PROXY STATEMENT
This Proxy Statement is furnished to the holders of common shares ofstock, par value of $0.001 per share (“Shares”), of Brookfield Infrastructure
Income Fund Inc., a Maryland corporation (the “Fund”), of proxies to be
exercised at the 2024 Special Meeting of Stockholders (the “Meeting”) of theFund to be held on Thursday, June 20, 2024 at 8:15 a.m., Eastern Time (and at
any adjournment or postponements thereof) for the purposes set forth in theaccompanying Notice of Special Meeting of Stockholders. This Proxy
Statement and the accompanying form of proxy are first being sent tostockholders on or about May 28, 2024.
The Meeting has been called for the following purposes:
1.

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

2.

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

The Meeting will be held solely on the internet by virtual means. You will
not be able to attend the Meeting in person.
The persons named as proxy holders on the proxy card will vote inaccordance with your instructions and, unless specified to the contrary, will
vote “FOR” the election of the Director Nominees. The close of business on
April 12, 2024, has been fixed as the record date (the “Record Date”) for thedetermination of stockholders entitled to receive notice of, and to vote at, theMeeting. Each outstanding full share of common stock of the Fund is entitledto one vote for as many individuals as there are directors to be elected at the
Meeting, and one vote for each other matter properly presented at the Meeting.
Votes may not be cumulated. At the close of business on the Record Date, theFund had 200,803,489.914 Shares.
Under the Amended and Restated Bylaws of the Fund, the presence inperson or by proxy of stockholders entitled to cast a majority of all the votes
entitled to be cast constitutes a quorum. In the event that a quorum is not present
at the Meeting or otherwise, the chairperson of the Meeting has the power toadjourn the Meeting from time to time, to a date not more than 120 days after
the Record Date without notice other than announcement at the Meeting.
For purposes of determining the presence of a quorum for transacting
business at the Meeting, abstentions and broker “non-votes” (that is, proxies
from brokers or nominees indicating that such persons have not received
instructions from the beneficial owner or other persons entitled to vote Shares5

on a particular matter with respect to which the brokers or nominees do nothave discretionary power), if any, will be treated as Shares that are present forquorum purposes but not “entitled to vote.” Abstentions will have the same
effect as votes against the proposal to elect two (2) Directors to the Board of
Directors (the “Board” or the “Directors”) of the Fund (the “Proposal”). Broker“non-votes” will have no effect on the outcome of the vote on the Proposal.
Since banks and brokers will have discretionary authority to vote Shares in theabsence of voting instructions from stockholders with respect to the Proposal,
we expect that there will be no broker “non-votes.”
Stockholders who execute proxies retain the right to revoke them by:(a) written notice received by the Secretary of the Fund at any time before thatproxy is exercised; (b) signing a proxy bearing a later date or; (c) attending theMeeting and voting in person (attendance at the Meeting will not, by itself,
revoke a properly executed proxy). If you hold your Shares in “street name”(that is, through a broker or other nominee), you should instruct your broker or
nominee how to vote your Shares by following the voting instructions provided
by your broker or nominee.
In order to participate in and vote your Shares at the Meeting, stockholders
as of the Record Date need to register for the Meeting.
If you are a registered holder, and wish to attend and vote at the Meeting,you must:•

Send an email including your full name and address to the Fund’s
proxy solicitor, Equiniti Trust Company, LLC (“Equiniti”), at
attendameeting@equiniti.com with “Brookfield Infrastructure
Income Fund Inc. virtual meeting” in the subject line. After
receiving this information, Equiniti will then email you the virtual
meeting access information and instructions for voting during theMeeting. You will need the control number found on your proxy cardas part of the registration process.

If your Shares are registered in the name of your broker, bank, or otheragent, you are the “beneficial owner” of those Shares and those Shares are
considered as held in “street name.” If you hold your Shares in “street name”
and wish to attend and vote at the Meeting, you must:•

Obtain a legal proxy from your broker, bank or other nomineereflecting the Fund’s name, the number of Shares you held as of theRecord Date, as well as your name and address. You may forward an
email from your intermediary containing the legal proxy or attach animage of the legal proxy via email to Equiniti at
attendameeting@equiniti.com with “Legal Proxy” in the subject line.
After receiving this information, Equiniti will then email you thevirtual meeting access information and instructions for voting during
the Meeting.
6You will receive a confirmation of your registration by email after Equiniti
receives your registration materials. If you wish to vote your Shares
electronically at the Meeting, please follow the instructions provided by Equiniti
in its confirmation email. On the day of the Meeting, we encourage you toaccess the Meeting prior to start time leaving ample time to check in.
Stockholders may request copies of the Fund’s most recent annual report,
including the financial statements, without charge, by writing to Investor
Relations, Brookfield Infrastructure Income Fund Inc., 225 Liberty Street,
35th Floor, New York, New York 10281. These reports also are available on
the Fund’s website at https://www.brookfieldoaktree.com/. These documents
have been filed with the Securities and Exchange Commission and areavailable at www.sec.gov.
PROPOSAL: ELECTION OF DIRECTORSStockholders of the Fund are being asked to consider and vote on a
proposal to elect two (2) Directors to the Board of Directors (the “Board” or
the “Directors”) of the Fund (the “Proposal”). The proposed individuals
standing for election at the Meeting, Mr. Brian F. Hurley and Ms. Betty
Whelchel (the “Director Nominees” or “Nominees”), currently serve as
Directors of the Fund.
At a meeting of the Board of Directors held on February 21-22, 2024 (the“February Board Meeting”), Mr. David W. Levi resigned as a Director of theFund, effective March 29, 2024. Mr. Levi served as a Director of the Fund since
its inception in 2023, and was an “interested person” (as such term is definedin the Investment Company Act of 1940, as amended (the “1940 Act”)) of theFund (an “Interested Director”). At the February Board Meeting, the Board
considered and approved the appointment of Mr. Brian F. Hurley to serve as an
Interested Director of the Fund, effective March 29, 2024, filling the vacancy
created by Mr. Levi’s resignation. Mr. Hurley has served as Secretary of theFund since its inception in 2023. In addition, the Board previously approved
the appointment of Ms. Betty A. Whelchel, who is not considered an “interested
person” (as such term is defined in the 1940 Act) of the Fund (an “Independent
Director”), to serve as an Independent Director of the Fund, effective January 1,
2024. Since her appointment, Ms. Whelchel has served as an Independent
Director of the Fund, and a member of the Audit and Nominating andCompensation Committees.
The Director Nominees have consented to stand for election and tocontinue to serve if elected. If elected, the Director Nominees will each holdoffice until his or her resignation, retirement, death or removal or until his or
her respective successor is duly elected and qualified.
*

*
7

*

As described above, there are two (2) Director Nominees for election to
the Board at this time. The affirmative vote of a plurality of all the votes cast at
the Meeting, if a quorum is present, is sufficient to elect a director.
The Board of Directors recommends that the stockholders vote “FOR”
the election of each Director Nominee in the Proposal.
Information Concerning Nominees and Directors
The following table provides information concerning each of the Directors
and the Director Nominees of the Board as of the date of this Proxy Statement.
The Nominee for Interested Director is listed under “Interested Director
Nominee.” The Nominee for Independent Director is listed under “Independent
Director Nominee.” The Fund has a retirement policy, which sets a mandatory
retirement age of 78 for the Directors. However, two additional one-year
extensions up to the age of 80 may be implemented on an annual basis pending
the unanimous vote by the other Directors.

Name, Address(*)
and Year of Birth

Position(s)Held with Fund,
Length ofTime Served andTerm of Office(1)Principal Occupation(s)During Past 5 Years andOther Directorships
Held by Director

Number ofPortfolios inFund Complex
Overseen
by Director(**)

Interested Director Nominee
Brian F.
Hurley(***)
Born: 1977

Secretary since 2023
and Director since
March 29, 2024(2)President of several
investment companies
advised or administeredby the Adviser (2014Present); General Counselof the Adviser (2017Present); General Counselof Brookfield Oaktree
Wealth Solutions (2021Present); Managing
Partner of Brookfield
Asset Management Inc.
(2016-Present).

88

Name, Address(*)
and Year of Birth

Position(s)Held with Fund,
Length ofTime Served andTerm of Office(1)Principal Occupation(s)During Past 5 Years andOther Directorships
Held by Director

Number ofPortfolios inFund Complex
Overseen
by Director(**)

Independent Director Nominee
Betty A. Whelchel Director, Member ofthe Audit Committee,
Born: 1956
Member of theNominating andCompensation
Committee

Director/Trustee ofseveral investmentcompanies advised by
PSG (2024-Present). US
Head of Public Policy:
Regulatory Affairs of
BNP Paribas (2016-2019).

Served since
January 1, 2024(3)
( )

*

8

Address: Brookfield Place, 225 Liberty Street, 35th Floor, New York, New York 10281,
unless otherwise noted.
(**) The Fund Complex is comprised of the Fund, Brookfield Investment Funds (5 series ofunderlying portfolios), Brookfield Real Assets Income Fund Inc. and Oaktree Diversified
Income Fund Inc.
(***) Directors who are considered to be “interested persons” of the Fund as defined in theInvestment Company Act of 1940, as amended (the “1940 Act”), are considered to be“Interested Directors.”(1)
Each Director will hold office 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 ofsuch Director and until the election and qualification of his or her successor, if any, elected
at such meeting, or (ii) the date a Director resigns or retires, or a Director is removed by the
Board or stockholders, in accordance with the Fund’s Charter and Bylaws. Each officer willhold office for an indefinite term or until the date he resigns or retires or until his successor
is elected and qualified.
(2)
Mr. Brian F. Hurley was appointed as an interested director/trustee of the Fund Complex
effective March 29, 2024.
(3)
Ms. Betty Whelchel was appointed as an independent director/trustee of the Fund Complex
effective January 1, 2024.

9Officers of the FundThe officers of the Fund are elected by the Board either at its annual
meeting, or at any subsequent regular or special meeting of the Board. The
Board of the Fund has appointed five officers, each to hold office at thediscretion of the Board until his successor is elected and qualifies or until his
resignation or removal. Except where dates of service are noted, all officers
listed below served the Fund as such throughout the fiscal year ended
December 31, 2023. The following table sets forth information concerning each
officer of the Fund as of the date of this Proxy Statement:
Name, Address(*)
and Year of Birth

Brian F. Hurley(**)
Born: 1977

Chloe Berry

Position(s)Held with
Fund

Length ofPrincipal Occupation(s)Time Served(1) During Past 5 Years

Secretary
andDirector

Secretarysince 2023;
Director
since
March 29,2024(2)President of several investmentcompanies advised oradministered by the Adviser(2014-Present); GeneralCounsel of the Adviser (2017Present); General Counsel of
Brookfield Oaktree Wealth
Solutions (2021-Present);
Managing Partner of
Brookfield Asset Management
Inc. (2016-Present).

President

Since 2023

Managing Director of
Brookfield Asset Management
Private Institutional Capital
Adviser (Canada), L.P. (the“Adviser” or “BAM PIC”)(2022-Present); Senior Vice
President of the Adviser (20172022).

Treasurer

Since 2023

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).

Born: 1984

Casey Tushaus
Born: 1982

10

Name, Address(*)
and Year of Birth

Craig Ruckman
Born: 1977

Adam R. Sachs
Born: 1984

Mohamed Rasul
Born: 1981

Position(s)Held with
Fund

Assistant
Secretary

Length ofPrincipal Occupation(s)Time Served(1) During Past 5 Years

Since 2023

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

Chief
Since 2023
Compliance
Officer(“CCO”)CCO of several investmentcompanies advised by PSG(2017-Present); Director of
PSG (2017-Present); CCO of
Brookfield Investment
Management (Canada) Inc.
(2017-2023).

Assistant
Treasurer

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

Since 2023

( )*Address: Brookfield Place, 225 Liberty Street, 35th Floor, New York, New York 10281, unlessotherwise noted.
(**) Directors who are considered to be “interested persons” of the Fund as defined in theInvestment Company Act of 1940, as amended, (the “1940 Act”), are considered to be“Interested Directors.”(1)
Mr. Hurley will hold office as Director for an indefinite term until the earliest of: (i) the next
meeting of stockholders, if any, called for the purpose of considering the election or re-electionof Mr. Hurley and until the election and qualification of his successor, if any, elected at suchmeeting; or (ii) the date Mr. Hurley resigns or retires, or is removed by the Board or
stockholders, in accordance with the Fund’s Charter and Bylaws. Each officer will hold office
for an indefinite term or until the date he resigns or retires until his successor is elected andqualified.
(2)
Mr. Brian F. Hurley was appointed as an interested director/trustee of the Fund Complex
effective March 29, 2024.

11

Share Ownership
As of the Record Date, the Director Nominees, Directors, and officers of
the Fund beneficially owned individually and collectively as a group less than
1% of the outstanding shares of the Fund.
The following table sets forth the aggregate dollar range of equity
securities owned by each Director of the Fund and of all funds overseen byeach Director in the Adviser’s family of investment companies, the Fund
Complex, as of December 31, 2023. As of the date of this Proxy Statement, theFund Complex is comprised of the Fund, Brookfield Real Assets Income Fund
Inc., Oaktree Diversified Income Fund Inc., and Brookfield Investment Funds
and its five series of underlying portfolios: Brookfield Global Listed Real Estate
Fund, Brookfield Global Listed Infrastructure Fund, Brookfield Global
Renewables & Sustainable Infrastructure Fund, Center Coast Brookfield
Midstream Focus Fund, and Oaktree Emerging Markets Equity Fund. The costof each Director’s investment in the Fund Complex may vary from the current
dollar range of equity securities shown below, which is calculated on a market
value basis as of December 31, 2023. The information as to beneficial
ownership is based on statements furnished to the Fund by each Director.

Name of
Nominees/Directors
Interested Director Nominee
Brian F. Hurley(3)Independent Director Nominee
Betty A. Whelchel(4)Independent Directors
Edward A. Kuczmarski
Stuart A. McFarland
Heather S. Goldman
William H. Wright II*(1)

Dollar Range of
Equity Securities
Held in the Fund(1)Aggregate
Dollar Range of
Equity Securities
Held in the Familyof Investment
Companies*(1)(2)

A

C

A

A

A
A
A
A

D
E
D
A

Key to Dollar Ranges:
A. NoneB. $1 – $10,000
C. $10,001 – $50,000
D. $50,001 – $100,000
E. Over $100,000“Beneficial Ownership” is determined in accordance with Rule 16a-1(a)(2) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”).

12

(2)

(3)

(4)

The aggregate dollar range of equity securities owned by each Director of all funds overseen
by each Director in the Adviser’s family of investment companies (the “Fund Complex”) as ofDecember 31, 2023.
Mr. Brian F. Hurley was appointed as an interested director/trustee of the Fund Complex
effective March 29, 2024.
Ms. Betty A. Whelchel was appointed as an independent director/trustee of the Fund Complex
effective January 1, 2024.

Information Regarding the Board and its Committees
The Role of the Board
The business and affairs of the Fund are managed under the direction of
the Board. The Board provides oversight of the management and operations of
the Fund. As is the case with virtually all investment companies (asdistinguished from operating companies), the day-to-day management andoperation of the Fund is the responsibility of various service providers to theFund, such as the Fund’s investment adviser and administrator, custodian, andtransfer agent, each of whom are discussed in greater detail in the Fund’s
Statement of Additional Information (the “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
officers of 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 theFund’s operations. The Board has appointed a Chief Compliance Officer who
administers the Fund’s compliance program and regularly reports to the Board
as to compliance matters. Some of these reports are provided as part of formal“Board meetings” which are typically held quarterly, in person, and involve theBoard’s review of recent Fund operations. From time to time, one or moremembers of the Board may also meet with management in less formal settings,
between scheduled “Board meetings,” to discuss various topics. In all cases,
however, the role of the Board and of any individual Director is one of oversightand not of management of the day-to-day affairs of the Fund and its oversightrole does not make the Board 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 toperform its oversight function effectively. It has established three standing
committees, an Audit Committee (the “Audit Committee”), a Nominating andCompensation Committee (the “Nominating and Compensation Committee”),
and a Qualified Legal Compliance Committee (the “QLCC”) (collectively, the“Committees” and each defined below), which are discussed in greater detailbelow. Currently, five of the six members of the Board, including the Chair of
the Board, are Independent Directors, which are Directors that are not affiliatedwith the Adviser, Administrator, or their affiliates, and each of the Audit
13

Committee, Nominating and Compensation Committee, and QLCC arecomprised 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 toensure that the Board is properly constituted in accordance with the 1940 Act
and to set forth examples of certain of the significant matters for considerationby the Board and/or its Committees in order to facilitate the Board’s oversightfunction.
The Board has determined that its leadership structure is appropriate. In
addition, the Board also has determined that the structure, function, andcomposition of the Committees are appropriate means to provide effective
oversight on behalf of Fund stockholders. The Independent Directors haveengaged their own independent counsel to advise them on matters relating totheir responsibilities to the Fund.
Board Oversight of Risk Management
As part of its oversight function, the Board receives and reviews various
risk management reports and assessments and discusses these matters withappropriate management and other personnel. Because risk management is abroad concept comprised of many elements, Board oversight of different typesof risks is handled in different ways. For example, the full Board receives andreviews reports from senior personnel of the 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, theAdviser, and the Fund’s other service providers. The Audit Committee supports
the Board’s oversight of risk management in a variety of ways, including
meeting regularly with the Fund’s Treasurer and with the 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 therequirements of the Sarbanes-Oxley Act of 2002. The Audit Committee also
meets regularly with the Fund’s Chief Compliance Officer to discuss
compliance and operational risks and receives reports from the Adviser’s
internal audit group as to these and other matters.

14

Information about Each Director’s Qualification, Experience, Attributes
or Skills
The Board believes that each of the Directors has the qualifications,experience, attributes, and skills (“Director Attributes”) appropriate to serve asa Director of the Fund in light of the Fund’s business and structure. 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 a commitment to discharging their oversight
responsibilities as Directors. The Board, with the assistance of the Nominating
and Compensation Committee, annually conducts a “self-assessment” wherein
the performance and effectiveness of the Board and the Committees arereviewed.
In addition to the information provided in the table above, below is certain
additional information regarding each particular 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, suchas 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 to stockholder interests. In conducting its
self-assessment, the Board has determined that the Directors have theappropriate attributes and experience to serve effectively as Directors of the
Fund.
•

Heather S. Goldman – In addition to her tenure as a Director of theFund, Ms. Goldman has extensive experience in executive leadership,business development and marketing of investment vehicles similar
to those managed by PSG. Ms. Goldman is a capital markets financial
services and tech executive, who over a twenty-plus year career has
worked in a senior capacity across a diverse array of firms in theprivate equity, investment management and commercial banking
industries. She previously served as head of global marketing for
PSG, and as such has extensive knowledge of 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 nearlyfive years, she acted as CEO and Chair, co-founding and managing
Capital Thinking, a financial services risk-management technology
company in New York. Ms. Goldman is a member of the Audit
Committee and is Chair of the Nominating and Compensation
Committee.

•

Brian F. Hurley – Mr. Hurley has 22 years of industry experience andis General Counsel for PSG as well as a Managing Partner of
Brookfield Asset Management. In this role he oversees the legal andregulatory functions and is also actively involved in PSG’s investment
15

funds business, including product and business development. Prior
to joining the firm in 2010, Mr. Hurley was an attorney at Paul
Hastings LLP and a member of the Investment Management PracticeGroup, where he focused his practice on representing investment
advisers and various forms of investment companies. Mr. Hurleyearned a Juris Doctor degree from Columbia University and a
Bachelor of Arts degree from the College of the Holy Cross.
•

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

•

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

•

William H. Wright II – In addition to his tenure as a Director of theFund, Mr. Wright has extensive experience in executive leadership,
investment banking and corporate finance. He previously served asa Managing Director of Morgan Stanley until his retirement in 2010,
having joined the firm in 1982. During his career in investmentbanking at Morgan Stanley, Mr. Wright headed the corporate financeexecution group, where he was responsible for leading andcoordinating teams in the execution of complex equity offerings for
multinational corporations. Following his career in investmentbanking, Mr. Wright served on the board of directors/trustees forvarious other investment management companies and non-profit
entities. Mr. Wright serves as Chair of the Audit Committee and is amember of the Nominating and Compensation Committee.
16•

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

Nominating and Compensation Committee Considerations for Independent
Directors
The Nominating and Compensation Committee evaluates candidates’
qualifications for Board membership. When evaluating candidates, theNominating and Compensation Committee considers a number of attributes
including leadership, independence, interpersonal skills, financial acumen,
integrity and professional ethics, educational and professional background,prior director or executive experience, industry knowledge, business judgment
and specific experiences or expertise that would complement or benefit theBoard as a whole. The Nominating and Compensation Committee also may
consider other factors/attributes as it may determine appropriate in its own
judgment. The Nominating and Compensation Committee believes that thesignificance of each nominee’s background, experience, qualifications,
attributes, or skills must be considered in the context of the Board as a whole.
As a result, the Nominating and Compensation Committee has not establisheda litmus test or quota relating to these matters that must be satisfied before an
individual may serve as a Director. The Nominating and Compensation
Committee believes that board effectiveness is best evaluated at a group level,
through the annual self-assessment process. Through this process, theNominating and Compensation Committee considers whether the Board as awhole has an appropriate level of sophistication, skill, and business acumen

17and the appropriate range of experience and background. The diversity of acandidate’s background or experiences, when considered in comparison to thebackground and experiences of other members of the Board, may or may not
impact the Nominating and Compensation Committee’s view as to thecandidate. In evaluating these matters, the Nominating and Compensation
Committee typically considers the following minimum criteria:•With respect to nominations for Independent Directors, nominees
shall be independent of the Adviser and other principal service
providers. The Nominating and Compensation Committee of the Fundshall also consider the effect of any relationship beyond thosedelineated in the 1940 Act that might impair independence, such as
business, financial or family relationships with the investment adviser
or its affiliates.

•

Independent Director nominees must qualify for service on the Fund’s
Audit Committee under the rules of the New York Stock Exchange(including financial literacy requirements) or of another applicablesecurities exchange.

•

With respect to all Directors, a proposed nominee must qualify under
all applicable laws and regulations.

•

The Nominating and Compensation Committee of the Fund also may
consider such other factors as it may determine to be relevant.

Board Meetings
During the Fund’s fiscal year ended December 31, 2023, the Board held
four regular meetings, and each Director attended at least 75% of the meetingsof the Fund’s Board of Directors and of the Committees on which he or she
served. The Chair of the Board of Directors, 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.
Audit Committee
The Fund has a standing Audit Committee that was established inaccordance with Section 3(a)(58)(A) of the Exchange Act, which currently
consists of Messrs. Wright, Kuczmarski, and McFarland, and Mses. Goldman
and Whelchel, all of whom are Independent Directors. The principal functionsof 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
the scope and anticipated costs of their audit and to receive and consider areport from the auditors concerning their conduct of the audit, including any
comments or recommendations they might want to make in connection
therewith. During the Fund’s fiscal year ended December 31, 2023, the Audit
18

Committee held two Committee meetings. Mr. Wright serves as Chair of the
Audit Committee, and the Board has determined that Messrs. Wright,
McFarland and Kuczmarski and Ms. Goldman each qualify and are designatedas an “audit committee financial expert,” as defined in Item 401(h) ofRegulation S-K promulgated by the Securities and Exchange Commission.
The Fund’s Board of Directors has adopted a written charter for its
Audit Committee, which is available on the Fund’s website athttps://www.brookfieldoaktree.com/fund/brookfield-infrastructure-income-fundinc. A copy of the Fund’s Audit Committee Charter is also available free of charge,
upon request directed to Investor Relations, Brookfield Infrastructure Income
Fund Inc., 225 Liberty Street, 35th Floor, New York, New York 10281.
Nominating and Compensation Committee
The Fund has a Nominating and Compensation Committee, whichcurrently consists of Mses. Goldman and Whelchel and Messrs. Kuczmarski,
McFarland and Wright, all of whom are Independent Directors and independent
as independence is defined in New York Stock Exchange, Inc.’s listing standards.
The Nominating and Compensation Committee of the Fund met one time during
the Fund’s fiscal year ended December 31, 2023. Ms. Goldman serves as Chairof the Nominating and Compensation Committee. The function of the Fund’s
Nominating and Compensation Committee is to recommend candidates forelection to its Board as Independent Directors. The Fund’s Nominating andCompensation Committee evaluates each candidate’s qualifications for Board
membership and their independence from the Adviser and other principal
service providers.
The Nominating and Compensation Committee will consider nominees
recommended by stockholders who, separately or as a group, own at least one
percent of the Fund’s shares. For a list of the minimum criteria used by the
Nominating and Compensation to assess a candidate’s qualifications, pleasesee “Nominating and Compensation Committee Considerations for Independent
Directors” above.
When identifying and evaluating prospective nominees, the Nominating
and Compensation Committee reviews all recommendations in the samemanner, including those received by stockholders. The Nominating andCompensation Committee first determines if the prospective nominee(s) meetsthe minimum qualifications set forth above. Those proposed nominees meetingthe minimum qualifications as set forth above are then to be considered by the
Nominating and Compensation Committee with respect to any otherqualifications deemed to be important. Those proposed nominees meeting theminimum and other qualifications and determined by the Nominating andCompensation Committee as suitable are nominated for election by theCommittee.
19

Stockholder recommendations should be addressed to the Nominating
and Compensation Committee in care of the Secretary of the Fund and sent to
225 Liberty Street, 35th Floor, New York, New York 10281. Stockholder
recommendations should include biographical information, including businessexperience for the past nine years and a description of the qualifications of
the proposed nominee, along with a statement from the nominee that he or
she is willing to serve and meets the requirements to be an Independent
Director, if applicable. The Fund’s Nominating and Compensation Committee
also determines the compensation paid to the Independent Directors. The
Board has adopted a written charter for its Nominating and Compensation
Committee, which is available on the Fund’s website athttps://www.brookfieldoaktree.com/fund/brookfield-infrastructure-incomefund-inc. A copy of the Fund’s Nominating and Compensation Committee
Charter is also available free of charge, upon request directed to Investor
Relations, Brookfield Infrastructure Income Fund Inc., 225 Liberty Street,
35th Floor, New York, New York 10281.
The Fund’s Nominating and Compensation Committee has recommended
Ms. Whelchel as a Nominee for election as an Independent Director. The Fund’s
Board of Directors has approved and appointed Mr. Hurley and Ms. Whelchel
to serve as Interested Director and Independent Director, respectively.
Qualified Legal Compliance Committee
The Fund has a standing Qualified Legal Compliance Committee(“QLCC”). The QLCC was formed 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 Securities and Exchange Commission on
behalf of the issuer (the “issuer attorneys”). An issuer attorney who becomesaware of evidence of a material violation by 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 ofRule 205.3(b) (which requires reporting to the chief legal officer and potentially“up the ladder” to other entities). The QLCC meets as needed. During the fiscal
year ended December 31, 2023, the Fund’s QLCC did not meet. The QLCC
currently consists of Messrs. Kuczmarski, McFarland, and Wright, and Mses.
Goldman and Whelchel.
Code of Ethics
Code of Ethics. The Fund has adopted a code of ethics that applies to all of
its Directors and officers and any employees of the Fund’s external manager or
its affiliates who are involved in the Fund’s business and affairs. The code of20

ethics is designed to comply with the SEC regulations and New York Stock
Exchange listing standards related to codes of conduct and ethics and is available
on the Fund’s website at https://www.brookfieldoaktree.com/fund/brookfieldinfrastructure-income-fund-inc. A copy of the Fund’s code of ethics also isavailable free of charge, upon request directed to Investor Relations, Brookfield
Infrastructure Income Fund Inc., 225 Liberty Street, 35th Floor, New York,New York 10281.
There is no family relationship between any of the Fund’s current officers
or Directors. There are no orders, judgments, or decrees of any governmental
agency or administrator, or of any court of competent jurisdiction, revoking or
suspending for cause any license, permit or other authority to engage in the
securities business or in the sale of a particular security or temporarily or
permanently restraining any of the Fund’s officers or Directors from engaging
in or continuing any conduct, practice or employment in connection with thepurchase or sale of securities, or convicting such person of any felony or
misdemeanor involving a security, or any aspect of the securities business or oftheft or of any felony, nor are any of the officers or Directors of any corporationor entity affiliated with the Fund so enjoined.
Compensation of Directors and Executive Officers
No remuneration was paid by the Fund to persons who were directors,
officers or employees of the Adviser or any affiliate thereof for their services
as Directors or officers of the Fund. Each Director of the Fund, other than those
who are officers or employees of the Adviser or any affiliate thereof, wasentitled to receive from the Fund a Fund Complex fee. For the fiscal year ended
December 31, 2023, the aggregate annual 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 theBoard for the Fund Complex is $250,000. The Independent Chair of the Fund
Complex receives an additional payment of $55,000 per year. The Chair of the
Audit Committee receives an additional payment of $50,000 per year. The Chairof the Nominating & Compensation Committee receives an additional paymentof $15,000 per year. The Independent Directors also receive reimbursementfrom the Fund for expenses incurred in connection with attendance at regularmeetings. The Fund does not have a pension or retirement plan. No other entity
affiliated with the Fund pays any compensation to the Independent Directors.

21

The following table sets forth information concerning the compensation
received by Directors for the fiscal year ended December 31, 2023.

Name of Person
and Position
Interested Director Nominee
Brian F. Hurley
Independent Director Nominee
Betty A. Whelchel(3)Independent Directors
Edward A. Kuczmarski
Stuart A. McFarland
Heather S. Goldman
William H. Wright II
(1)
(2)

(3)

Directors’Aggregate
Compensationfrom the Fund(1)Total Directors’Compensationfrom the Fundand theFund Complex(2)

N/A

N/A

$

—

$20,063$16,719$17,462$19,692$—$270,000$225,000$235,000$265,000

The Fund commenced operations November 1, 2023.
Represents the total compensation paid to such persons for the fiscal year ended December 31,
2023. This total does not include, among other things, out-of-pocket Director expenses. As of
December 31, 2023, there were 9 investment companies (including the Fund) or portfolios
thereof from which such person received compensation and which were considered part of theFund Complex.
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.

Stockholder Communications with Board of Directors and Board
Attendance at Special Meetings
The Fund’s Board of Directors provides a process for stockholders to sendcommunications to the Board. Any stockholder who wishes to send a
communication to the Board of Directors of the Fund should send thecommunication to the attention of the Fund’s Secretary at 225 Liberty Street,
35th Floor, New York, New York 10281. If a stockholder wishes to send a
communication directly to an individual Director or to a Committee of theFund’s Board of Directors, then the communication should be specificallyaddressed to such individual Director or Committee and sent in care of theFund’s Secretary at the same address. All communications will be immediately
forwarded to the appropriate individual(s).
The Fund’s policy with respect to Directors’ attendance at special meetingsof stockholders is to encourage such attendance.

22

Audit Committee Report
On February 21, 2024, the Audit Committee of the Board of Directors of
the Fund reviewed and discussed with management the Fund’s audited financial
statements as of and for the fiscal year ended December 31, 2023. The Audit
Committee discussed with Deloitte & Touche LLP (“Deloitte”), the Fund’s
independent registered public accounting firm, the matters required to be
discussed by Rule 3526 of the Public Company Accounting Oversight Board(“PCAOB”), Communication with Audit Committees Concerning Independence.
The Audit Committee received and reviewed the written disclosures andthe letter from Deloitte required by Rule 3520 of the PCAOB, Auditor
Independence, and discussed with Deloitte, its independence.
Based on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements referred to above be included in the Fund’s Annual Report to
Stockholders, as required by Section 30(e) of the 1940 Act and Rule 30d-1
promulgated thereunder, for the fiscal year ended December 31, 2023.
William H. Wright II – Audit Committee Chair
Edward A. Kuczmarski – Audit Committee Member
Stuart A. McFarland – Audit Committee Member
Heather S. Goldman – Audit Committee Member
Betty A. Whelchel – Audit Committee Member
Required Vote
The election of the listed Nominees for Director requires the approval ofa plurality of all the votes cast at the Meeting, in person or by proxy, at which
a quorum is present. The Board of Directors of the Fund recommends a vote
“FOR” the election of the Nominees to the Fund’s Board of Directors.

23

GENERAL INFORMATIONMANAGEMENT AND SERVICE PROVIDERS
The Adviser/The Sub-Advisers
Brookfield Asset Management Private Institutional Capital Adviser(Canada), L.P., a Manitoba limited partnership (“BAM PIC Canada,” or the“Adviser”), provides investment advisory services to the Fund and certain public
and private investment vehicles and programs that Brookfield currently
manages and participates in, and may in the future manage and participate in,including co-investment vehicles, sidecar vehicles, separate accounts, regionspecific vehicles, strategy-specific vehicles, sector-specific vehicles andBrookfield proprietary accounts (collectively, “Brookfield Accounts”). BAM
PIC Canada is an indirect wholly-owned subsidiary of Brookfield AssetManagement ULC, an unlimited liability company formed under the laws ofBritish Columbia, Canada (“BAM ULC”). Brookfield Corporation, a publicly
traded company (NYSE: BN; TSX: BN), holds a 75% interest in BAM ULC,
while Brookfield Asset Management Ltd. (NYSE: BAM; TSX: BAMA)(“Brookfield Asset Management” or “BAM”) holds a 25% interest in BAM
ULC. Brookfield Asset Management is a leading global alternative asset
manager focused on real estate, renewable power, infrastructure and private
equity, with assets under management of approximately $900 billion as ofMarch 31, 2024.
The Adviser has entered into an investment sub-advisory agreement (the“Sub-Advisory Agreement”) with Brookfield Public Securities Group LLC(“PSG,” or the “Sub-Adviser”), a Delaware limited liability company and aregistered investment adviser under the Investment Advisers Act of 1940, as
amended. Founded in 1989, the Sub-Adviser is an indirect wholly-owned
subsidiary of BAM ULC. In addition to the Fund, the Sub-Adviser’s clients
include financial institutions, public and private pension plans, insurancecompanies, endowments and foundations, sovereign wealth funds and high networth investors. The Sub-Adviser specializes in global listed real assets
strategies and its investment philosophy incorporates a value-based approach
towards investment. The Sub-Adviser also provides advisory services to several
other registered investment companies. As of March 31, 2024, the Sub-Adviser
had approximately $25 billion in assets under management. The Sub-Adviser’s
principal offices are located at Brookfield Place, 225 Liberty Street, New York,New York 10281.
Ms. Chloe Berry is the President of the Fund and an employee of theAdviser, and may be entitled, in addition to receiving a salary from the Adviser,
to receive a bonus based upon a portion of the Adviser’s profits. Mr. Brian F.
Hurley, the Interested Director Nominee, is the Secretary of the Fund and an
employee of the Sub-Adviser, and may be entitled, in addition to receiving asalary from the Sub-Adviser, to receive a bonus based upon a portion of the24Sub-Adviser’s profits. Mr. Casey Tushaus, the Treasurer of the Fund; Mr. Adam
Sachs, the CCO of the Fund; Mr. Craig Ruckman, the Assistant Secretary of
the Fund; and Mr. Mohamed Rasul, Assistant Treasurer of the Fund, are all
employees of PSG.
A team of investment professionals at the Adviser are jointly and primarily
responsible for the day-to-day management and operations of the Fund. The
portfolio managers who comprise this team, and their professional backgrounds,
are set forth below:
Sam Pollock, Portfolio Manager. Mr. Pollock is Chief Executive Officerof Brookfield’s Infrastructure business and Brookfield Infrastructure Partners.
In this role, he is responsible for investments, operations and the expansion of
the Infrastructure business. Since joining Brookfield in 1994, Mr. Pollock has
held a number of senior positions across the organization, including leading
Brookfield’s corporate investment group and its private equity business.
Mr. Pollock holds a Bachelor of Commerce degree from Queen’s University
and is a Chartered Professional Accountant.
Chloe Berry, Portfolio Manager. Ms. Berry is a Managing Director in
Brookfield’s Infrastructure Group. In this role, Ms. Berry is the Head of
Brookfield Infrastructure Income and is also responsible for the global capital
markets and treasury function. She has held a number of roles within
Brookfield, including recently leading the finance and operations of
Brookfield’s private infrastructure funds. Prior to joining Brookfield, Ms. Berryworked in corporate finance and M&A at large multinational corporations anda global investment bank. Ms. Berry holds a Bachelor of Science degree from
McGill University.
Sam Garetano, Portfolio Manager. Mr. Garetano is a Senior Vice
President in Brookfield’s Infrastructure Group. In this role, Mr. Garetano is
responsible for the portfolio management of Brookfield Infrastructure Income
and is also involved in strategic initiatives for Brookfield’s infrastructure
platform. Prior to joining Brookfield, Mr. Garetano held similar roles at Waud
Capital Partners, Adams Street Partners and BlackRock, where he was
responsible for delivering alternative investment solutions to clients globally.
Mr. Garetano holds a Bachelor of Science degree from Syracuse University.
Caroline Rouse, Portfolio Manager. Ms. Rouse is a Senior Vice President
in Brookfield’s Infrastructure Group. In this role, Ms. Rouse is responsible for
portfolio management initiatives for the Brookfield Infrastructure Income fundincluding asset allocation and portfolio construction. Ms. Rouse is also
responsible for origination and execution of infrastructure investments for thebroader platform. Prior to joining Brookfield, Ms. Rouse was a Vice President
in the Project, Infrastructure, and Principal Finance group at Goldman Sachs
and held various roles in infrastructure finance and debt capital markets at J.P.
Morgan. Ms. Rouse graduated summa cum laude with a BA from Yale25

University and holds an MPhil with distinction from the University ofCambridge.
Hrishikesh Balaji, Portfolio Manager. Mr. Balaji is a Director in
Brookfield’s Infrastructure Group. In this role, Mr. Balaji is responsible for
portfolio management initiatives for the Brookfield Infrastructure Income fundincluding asset allocation and portfolio construction. Prior to this role,
Mr. Balaji was responsible for investor relations, capital raising, co-investments,and other strategic initiatives for Brookfield’s private infrastructure funds. Prior
to Brookfield, Mr. Balaji worked in the assurance practice at Ernst & Young
LLP. Mr. Balaji holds a Bachelor of Arts degree from the Ivey Business Schoolat Western University, is a Chartered Professional Accountant and a CFA
Charter holder.
A team of investment professionals at the Sub-Adviser are jointly andprimarily responsible for the day-to-day management of the Fund’s public
securities portfolio, consisting of publicly traded equity and debt securities ofinfrastructure companies, subject to overall supervision of the Adviser. The
portfolio managers who comprise this team, and their professional backgrounds,
are set forth below:
Christopher Janus, Portfolio Manager. Mr. Janus has 16 years ofindustry experience and is a Director on Brookfield’s Corporate Credit team.
He is responsible for portfolio manager duties that span all real asset sectors,
the largest of which is infrastructure. Previously, he was a Director on
Brookfield’s Structured Products team focused on CMBS, CRE CLOs
(Commercial Real Estate Collateralized Loan Obligations) and direct lending.
Prior to joining the firm in 2009, Chris began his career at SunTrust Robinson
Humphrey within the Real Estate Investment Banking group. Chris earned a
Bachelor of Science degree in Mechanical Engineering from Miami University.
Christopher Langs, Portfolio Manager. Mr. Langs is a Managing
Director and Portfolio Manager on the Global Credit team for Brookfield’s
Public Securities Group. In this role, he oversees and contributes to the portfolio
construction process, including execution of buy/sell decisions. Prior to joining
Brookfield in 2022, Mr. Langs was Co-Chief Investment Officer of fixedincome at Mesirow Financial. He previously held portfolio management andcredit research roles at Calamos Investments, Aviva Investors, and Standish,Ayer & Wood. Mr. Langs holds a Master of Business Administration degreefrom the University of Chicago and a Bachelor of Arts degree from Purdue
University. He is a CFA charterholder and a member of the CFA Society of
Boston.
Daniel Parker, CFA, Portfolio Manager. Mr. Parker has over 20 years ofindustry experience and is a Portfolio Manager and Managing Director on the
Public Securities Group’s Global Credit team. In addition, Mr. Parker supports
the Global Infrastructure Equities team with a focus on utilities. Prior to joining
26

the firm in 2006, Mr. Parker spent four years at Standard & Poor’s where hecovered the utilities and natural resources sectors. He started his career ininternational trade finance as a credit analyst at Canada’s Export Credit Agency,
EDC. Mr. Parker holds the Chartered Financial Analyst® designation and is amember of the CFA Society Chicago, Inc. He earned an Honours Bachelor ofCommerce degree from Lakehead University.
The Administrator
Pursuant to an administration agreement (the “Administration
Agreement”), PSG also performs various administrative services to the Fund,
including, among other responsibilities, the preparation and coordination ofreports and other materials to be supplied to the Board of Directors; prepare
and/or supervise the preparation and filing with the applicable regulatory
authority of all securities filings, periodic financial reports, prospectuses,
statements of additional information, marketing materials, tax returns,
stockholder reports and other regulatory reports and filings required of theFund; supervise and monitor the preparation of all required filings necessary
to maintain the Fund’s qualification and/or registration to sell Shares in allstates where the Fund currently does, or intends to do, business; coordinate thepreparation, printing and mailing of all materials required to be sent tostockholders; coordinate the preparation and payment of Fund-related expenses;
monitor and oversee the activities of the Fund’s other service providers; review
and adjust as necessary the Fund’s daily expense accruals; monitor daily,
monthly and periodic compliance with respect to the federal and state securities
laws; and send periodic information (i.e., performance figures) to service
organizations that track investment company information.
The Sub-Administrator
J.P. Morgan Chase Bank, N.A. (in such capacity, the “Sub-Administrator”)
provides certain administrative and fund accounting services pursuant to a fundservices 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 provides certain administrative services
to the Fund that are not otherwise 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.
The Fund’s Auditor
At a meeting held on February 21, 2024, the Audit Committee of the Fundunanimously recommended the selection of, and the Directors unanimously
approved, Deloitte as the Fund’s independent registered public accounting firm
for the current fiscal year ending December 31, 2024. The Fund is not
submitting the Audit Committee’s selection of Deloitte as the Fund’s
independent registered public accounting firm for ratification by its
stockholders because doing so is not required by law. Although representatives
27

of Deloitte are not expected to be present at the Meeting, they are expected to
be available to respond to appropriate questions.
The following table sets forth the aggregate fees billed or to be billed to
the Fund for services performed for the fiscal years ended December 31, 2023,
2022 and 2021 by Deloitte.
2023$205,000$0$0$0Audit fees
Audit-related fees
Tax fees(1)All other fees(1)

Tax fees consist of fees for review of tax returns and distribution requirements.

As indicated above, the Board has adopted a written charter for the Audit
Committee (the “Charter”), which is available on the Fund’s website athttps://www.brookfieldoaktree.com/fund/brookfield-infrastructure-incomefund-inc. The Fund’s Audit Committee reviews the Charter at least annuallyand may recommend changes to the Board. Each member of the Audit
Committee of the Fund is independent as independence is defined in the listing
standards of the New York Stock Exchange. The Audit Committee has adopted
policies and procedures for pre-approval of the engagement of the Fund’s
auditors. The Audit Committee evaluates the auditor’s qualifications,performance, and independence at least annually by reviewing, among otherthings, the relationship between the auditor and the Fund, as well as the Adviser
or any control affiliate of the Adviser, any material issues raised by the mostrecent internal quality control review and the auditor’s internal quality control
procedures.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTINGCOMPLIANCE
Section 16(a) of the Exchange Act requires the Fund’s directors andexecutive officers, and persons who own more than ten percent of a registeredclass of the Fund’s equity securities, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownershipof common stock and other equity securities of the Fund. Officers, directors
and greater than ten percent stockholders are required by Securities andExchange Commission regulation to furnish the Fund with copies of all
Section 16(a) forms they file.
Based solely on a review of the copies of such reports furnished to theFund and written representations that no other reports were required, allSection 16(a) filing requirements were complied with during the Fund’s fiscal
year ended December 31, 2023.

28

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
A principal shareholder is any person who owns of record or beneficially
5% or more of any class of the 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 matterspresented to stockholders for approval 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 recordor beneficially 5% or more of the outstanding shares of the Fund, andbeneficially 25% or more of the outstanding shares of the Fund, whereapplicable, as indicated:
Name and Address% of Shares

Nature ofOwnership

Brookfield Infrastructure Income Fund FCP-RAIF
26A Boulevard Royal
Luxembourg L-2449
Luxembourg

73.99167%

RecordBrookfield BRP Holdings (US) Inc.
41 Victoria Street
Gatineau
QC J8X 2A1
Canada8.41065%

RecordBII BIP Holdings LP
PO Box 309 Ugland House
Grand Cayman, KY1-1104
Cayman Islands

5.83354%

RecordOTHER BUSINESSThe Board of Directors of the Fund does not know of any other matter,
which may come before the Meeting or any postponement or adjournment
thereof. If any other matter properly comes before the Meeting or any
postponement or adjournment thereof, it is the intention of the persons namedin the proxy to vote the proxies in accordance with their discretion on thatmatter.
PROPOSALS TO BE SUBMITTED BY STOCKHOLDERS
The Fund is not required to hold annual meetings of stockholders but willhold special meetings of stockholders when, in the judgment of the Directors,
it is necessary or desirable to submit matters for a stockholder vote. Any
stockholder who wishes to submit proposals to be considered at a special
29meeting of the Fund should send such proposals to the Fund’s Secretary at
Brookfield Infrastructure Income Fund Inc., Brookfield Place, 225 Liberty
Street, 35th Floor, New York, New York 10281-1023. Any such proposal must
be received a reasonable time before the proxy solicitation for that meeting ismade. Stockholder proposals that are submitted in a timely manner will be
provided to Board members for their consideration but not necessarily be
included in the Fund’s proxy materials. Inclusion of such proposals is subject
to limitations under the federal securities laws.
EXPENSES OF PROXY SOLICITATIONThe cost of preparing, mailing, and assembling material in connection
with this solicitation of proxies will be borne by the Fund. The Fund has
engaged Equiniti, a professional proxy solicitation firm, to serve as the proxysoliciting and tabulation agent for the Meeting and estimates such fees to beapproximately $7500. In addition to the use of the mail, proxies may be solicited
personally by officers of the Fund or by regular employees of the Adviser.
Brokerage houses, banks and other fiduciaries will be requested to forward
proxy solicitation material to their principals to obtain authorization for the
execution of proxies, and they will be reimbursed by the Fund for out-of-pocket
expenses incurred in connection therewith.
May 28, 202430