BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
CLASS I COMMON SHARES
CLASS D COMMON SHARES
CLASS S COMMON SHARES
CLASS T COMMON SHARESThe Fund. Brookfield Infrastructure Income Fund Inc. (the “Fund”) is a Maryland corporation
registered under the Investment Company Act of 1940, as amended (the “1940 Act” or the “Investment
Company Act”), as a non-diversified, closed-end management investment company. Brookfield AssetManagement Private Institutional Capital Adviser (Canada), L.P. (the “Adviser” or “BAM PIC”) serves as
the investment adviser to the Fund. The Adviser is an indirect subsidiary of Brookfield Asset Management
ULC, an unlimited liability company formed under the laws of British 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 AssetManagement” or “BAM,” and together with its affiliates, “Brookfield”) holds a 25% interest in BAM ULC.
The Fund seeks to provide investors with access to Brookfield’s leading private infrastructure capabilities
in a structure that allows for continuously offered shares of common stock, which seeks to offer periodic
liquidity to investors and the transparency of a fund registered under the Investment Company Act.
Securities Offered. The Fund currently offers shares of four classes of common stock on a continuous
basis: Class I Common Shares (“Class I Shares”), Class D Common Shares (“Class D Shares”), Class S
Common Shares (“Class S Shares”), and Class T Common Shares (“Class T Shares,” and, together with theClass I Shares, the Class D Shares, and the Class S Shares, the “Shares”). The Fund was granted exemptive
relief (the “Multi-Class Exemptive Relief ”) by the U.S. Securities and Exchange Commission (the “SEC”)
that permits the Fund to issue multiple classes of shares and to impose asset-based distribution fees andearly-withdrawal fees. In addition to the Class I Shares, Class D Shares, Class S Shares, and Class T Shares,
the Fund may offer additional classes of shares in the future.
Management of the Fund. Brookfield Asset Management Private Institutional Capital Adviser(Canada), L.P. serves as the investment adviser to the Fund pursuant to the terms of an investment
advisory agreement with the Fund (the “Advisory Agreement”). The Adviser is an indirect subsidiary of
our sponsor, Brookfield Asset Management, a leading global alternative asset manager with approximately$900 billion of assets under management as of December 31, 2023, across infrastructure, renewable power &transition, private equity, real estate, and credit and insurance solutions.
In addition, pursuant to an investment sub-advisory agreement (the “Sub-Advisory Agreement”)
between the Adviser and Brookfield Public Securities Group LLC (“PSG,” or the “Sub-Adviser”), PSG is
responsible for the implementation of the Fund’s investment strategy with respect to its investments in public
securities, in accordance with the Fund’s investment objectives and strategies.
Investment Objective. The Fund’s investment objective is to maximize total returns through growth ofcapital and current income. There can be no assurance that the Fund will achieve its investment objective.
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.
Investment Strategies. The Fund seeks to achieve its investment objective by investing primarily insecurities 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, orother investor. Under normal market conditions, the Fund attempts to achieve its investment objective byinvesting, as a principal strategy, at least 80% of its net assets (plus the amount of any borrowings forinvestment 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 non-Organisation for Economic Co-operation and Development (“OECD”) member
countries generally will not constitute 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 a particular jurisdiction if the revenues or cash flows received by the Fund aremade in the currency of that country. The Fund may change the 80% Policy without stockholder approval
upon at least 60 days’ prior written 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 continuing
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.

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 where market conditions do not
permit, and actual allocations may be affected 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) the investment performance and market value of the Private Portfolio;(iv) availability of capital for tender offers or other liquidity requirements; and (v) availability of capital inother vehicles or accounts that co-invest with the Fund.
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.
The Fund was granted for exemptive relief by the SEC that permits it to, among other things, co-invest
with certain other persons, including certain affiliates of the Adviser, including the Sub-Adviser, and certain
public or private funds managed by the Adviser and its affiliates, subject to certain terms and conditions.

Investing in the Shares involves certain risks. See “Risks” beginning on page 43 of this Prospectus.
Offering Price(1)Maximum
Sales Load

Proceeds to Fund(2)Class I Shares, per share . . .

Current NAV

None

Current NAVClass D Shares, per share . .

Current NAV, plus applicablefront-end sales load

2.00%

Current NAV, minus applicablefront-end sales load

Class S Shares, per share . . .

Current NAV, plus applicablefront-end sales load

3.50%

Current NAV, minus applicablefront-end sales load

Class T Shares, per share. . .

Current NAV, plus applicablefront-end sales load

3.50%

Current NAV, minus applicablefront-end sales load

(1) The Shares are continuously offered each month at an offering price equal to net asset value (“NAV”)
per share (plus an applicable front-end sales load, where relevant), which is calculated as of the close ofbusiness on the last business day of each month. The differences among the Shares relate to front-end
sales loads and ongoing distribution and shareholder servicing fees. No front-end sales load or
distribution and shareholder servicing fees are paid with respect to Class I Shares. The Class D Sharesand the Class S Shares are each subject to a front-end sales load of up to 2.00% and 3.50%, respectively.
Investors purchasing Class T Shares may be charged a sales load of up to 3.00% and a maximum
dealer fee of 0.50% of the investment amount, for a total front-end sales load of up to 3.50%. Any
additional commissions or other forms of compensation paid to a broker or financial intermediary on
sales of Class D Shares, Class S Shares and Class T Shares are not reflected in the offering price. See“Plan of Distribution — How to Purchase Shares” for additional information.
(2) Pursuant to an Expense Limitation and Reimbursement Agreement (the “Expense Limitation andReimbursement Agreement”), through April 30, 2025, the Adviser has contractually agreed to waive
and/or reimburse expenses of the Fund so that certain of the Fund’s expenses (“Specified Expenses,” asdefined below) will not exceed 0.70% of the Fund’s net assets (annualized). The Fund has agreed to
repay these amounts, when and if requested by the Adviser, but only if and to the extent that Specified
Expenses are less than 0.70% of net assets (annualized) (or, if a lower expense limit under the Expense
Limitation and Reimbursement Agreement is then in effect, such lower limit) within three years after thedate the Adviser waived or reimbursed such fees or expenses. This arrangement cannot be terminatedprior to April 30, 2025, without the Board’s consent. “Specified Expenses” is defined to include all
expenses incurred in the business of the Fund, including, among other things, organizational andoffering costs, professional fees, and fees and expenses of the Administrator, Transfer Agent andCustodian, with the exception of (i) the Management Fee, (ii) the Incentive Fee, (iii) the Servicing Fee(as defined below), (iv) the Distribution Fee (as defined below), (v) portfolio level expenses, (vi) brokeragecosts or other investment-related out-of-pocket expenses, including costs incurred with respect tounconsummated investments, (vii) dividend/interest payments (including any dividend payments, interest
expenses, commitment fees, or other expenses related to any leverage incurred by the Fund), (viii) taxes,and (ix) extraordinary expenses (such as litigation and other expenses not incurred in the ordinary
course of the Fund’s business).

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission
has approved or disapproved of these securities or determined if this Prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

Prospectus dated April 29, 2024, as previously supplemented from time to timeand as supplemented September 26, 2024.
Repurchases. 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.
Repurchases will be made at such times and on such terms as may be determined by the Board of Directors,
in its sole discretion. However, no assurance can be given that repurchases will occur or that any Sharesproperly tendered will be repurchased by the Fund. 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. If an
Early Repurchase Fee is charged to a stockholder, the amount of such fee will be retained by the Fund.
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.
Leverage. The Fund intends to add leverage, from time to time, to its portfolio by utilizing borrowings,
such as through bank loans and/or other credit facilities. Although it has no current intention to do so, theFund may also determine to issue preferred shares or other types of senior securities to add leverage to its
portfolio. The Board of Directors may authorize the issuance of preferred shares without the approval ofstockholders. If the Fund issues preferred shares in the future, all costs and expenses relating to the issuanceand ongoing maintenance of the preferred shares will be borne by the stockholders, and these costs andexpenses may be significant. The Fund may choose to increase or decrease, or eliminate entirely, its use ofleverage over time and from time to time based on the Adviser’s assessment of the yield curve environment,interest rate trends, market conditions and other factors. Under the 1940 Act, the Fund may use
borrowings, including loans from certain financial institutions and the issuance of debt securities, in an
aggregate amount of up to 331∕3% of the Fund’s total assets in accordance with the 1940 Act. Furthermore,
the Fund may add leverage to its portfolio through the issuance of preferred shares in an aggregate
amount of up to 50% of the Fund’s total assets immediately after such issuance. By using leverage, theFund may utilize bank loans and/or other credit facilities for short-term working capital requirements,
liquidity purposes or to seek a higher return for stockholders than if the Fund did not use leverage. Leveraging
is a speculative technique and there are special risks and costs involved. There can be no assurance that aleveraging strategy will be used or that it will be successful during any period in which it is employed. Pleasesee “Leverage,” and “Principal Risks of the Fund — Leverage Risk” for additional information regarding
leverage and related risks.
Risks. Investing in the Fund involves a high degree of risk. See “Risks” beginning on page 43 of thisProspectus. For example:• An investment in the Fund is suitable only for investors who can bear the risks associated with private
market investments with potential limited liquidity. The Shares should be viewed as a long-term investment
within a multi-asset personal portfolio and should not be viewed individually as a complete investment
program.
• The Fund intends to distribute substantially all of its net investment income to common stockholders in
the form of distributions. Under normal market conditions, the Fund intends to declare and pay
distributions monthly to common stockholders of record. In addition, the Fund intends to distribute any
net capital gains earned from the sale of portfolio securities to common stockholders no less frequently

than annually, although net short-term capital gains may be paid more frequently. However, the Fundcannot guarantee that it will make distributions and the amount of distributions that the Fund may pay,
if any, is uncertain.
• The Fund may pay distributions from sources other than cash flow from operations, including, without
limitation, the sale of assets, borrowings, return of capital, or offering proceeds.
• The Shares have no history of public trading, nor is it currently intended that the Shares will be listed
on a public exchange or any other trading market in the near future. No organized secondary market is
expected to develop for the Shares, and liquidity for the Shares is expected to be provided only throughquarterly tender offers of the Shares at NAV per share.
• There is no guarantee that repurchases will occur or that an investor will be able to sell all the Sharesthat the investor desires to sell in a tender offer. Due to these restrictions, an investor should consider aninvestment in the Fund to be illiquid. Investing in the Shares may be speculative and involves a highdegree of risk, including the risks associated with leverage.
You should read this Prospectus, which contains important information about the Fund that you
should know, before deciding whether to invest, and retain it for future reference. A Statement of Additional
Information, dated April 29, 2024, as previously supplemented from time to time and as supplemented asof September 26, 2024 (the “SAI”), containing additional information about the Fund, has been filed with
the SEC and is incorporated by reference in its entirety into this Prospectus. You may request a free copy of
the SAI, free copies of the Fund’s annual and semi-annual reports to stockholders, and additional
information about the Fund by calling 1-855-777-8001, by writing to the Fund at Brookfield Place,
225 Liberty Street, New York, NY 10281 or visiting the Fund’s website athttps://www.brookfieldoaktree.com/fund/brookfield-infrastructure-income-fund-inc. The information
contained in, or accessed through, the Fund’s website is not part of this Prospectus. You may also obtain acopy of the SAI (and other information regarding the Fund) from the SEC’s website (http://www.sec.gov).
You may also e-mail requests for these documents to publicinfo@sec.gov.
The Shares do not represent a deposit or obligation of, and are not guaranteed or endorsed by, any bank orother insured depository institution, and are not federally insured by the Federal Deposit Insurance Corporation,
the Federal Reserve Board or any other government agency.

TABLE OF CONTENTS
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Summary of Fund Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Highlights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment Objectives and Strategies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1
26
28
32
32
33

Leverage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Conflicts of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management of the Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repurchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Calculation of Net Asset Value and Valuation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

41
43
78
92
97
105
108

Distributions and Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

111

Dividend Reinvestment Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Description of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain Provisions in Charter and Bylaws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain U.S. Federal Income Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Custodian and Transfer Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

112
113
117
120
126

Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

126
126

You should rely only on the information contained in or incorporated by reference into this Prospectus.
The Fund has not authorized anyone to provide you with different information. If anyone provides you withdifferent or inconsistent information, you should not rely on it. The Fund is not making an offer of these securities
in any jurisdiction where the offer is not permitted.
Website Disclosure
The Fund’s website at https://www.brookfieldoaktree.com/fund/brookfield-infrastructure-income-fundinc contains additional information about the Fund, but the contents of the website are not incorporated byreference into or otherwise a part of this Prospectus. From time to time, the Fund may use its website as a
distribution channel for Fund information. This Prospectus, however, is the primary source for current,material information about the Fund.

iPROSPECTUS SUMMARY
This is only a summary. This summary may not contain all of the information that you should consider
before investing in the Fund. You should review the more detailed information contained in this Prospectus andin the Statement of Additional Information (the “SAI”), especially the information under the heading “Risks.”
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 securities of companies and entities that own
infrastructure assets. The Fund seeks to provide investors withaccess to Brookfield’s leading private infrastructure capabilities in a
structure that allows for continuously offered shares of common
stock, which seeks to offer periodic liquidity to investors and thetransparency of a fund registered 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 ofhigh-quality infrastructure businesses. These assets generally provide
essential services with inelastic demand, have high barriers toentry, and sustainable, 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 as a regulated
investment company (“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 withthe 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 Fund maintains
an investment objective and investment strategies, policies, guidelines
and restrictions that are, in all material respects, equivalent tothose 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 inaccounting policies. Additionally, the investment advisers andportfolio managers did not change as a result of the reorganization.

Potential Benefits of Investing in
Private Infrastructure . . . . . .

Brookfield believes that the Fund may provide investors withpotential long-term portfolio benefits typically found in infrastructure
investments that can make a strategy resilient in any economic
environment:•

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

•

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

•

Potential Inflation Protection: Revenues may be linked toinflationary increases through contractual indexing or naturallinks to inflation that exist due to the essential nature of theunderlying business.
1

•

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

Market Opportunity . . . . . . . . .

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

Who May Want to Invest . . . . . .

Investors should consider their financial situations and needs, otherinvestments, investment goals, investment experience, time
horizons, liquidity needs and risk tolerance before investing in theFund. An investment in the Fund is not appropriate for all investors,
and the Fund is not intended to be a complete investment program.
The Fund seeks to provide investors with exposure to private
infrastructure assets by investing in both the equity and debt ofhigh-quality infrastructure businesses. Brookfield believes that theFund may provide investors with the potential long-term portfolio
benefits typically found in infrastructure investments that have thepotential to be resilient in most economic environments. The Fund
may be an appropriate investment for long-term investors who areseeking:

Investment Objective . . . . . . . . .

Investment Strategy andGuidelines . . . . . . . . . . . . . .

•a portfolio of high-quality Infrastructure Investments (asdefined below) with the transparency of a registered investmentcompany;•

Infrastructure Investments that may offer the potential benefit
of income through cash-flowing assets; and•the potential opportunity for long-term capital appreciation

The Fund’s investment objective is to maximize total returns
through growth of capital and current income. There can be noassurance that the Fund will achieve its investment objectives.
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, the2Fund attempts to achieve its investment objective by investing, as aprincipal strategy, at least 80% of its net assets (plus the amount ofany 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 non-Organisation
for Economic Co-operation and Development (“OECD”) member
countries generally will not constitute more than 20% of theFund’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 a particular jurisdiction if therevenues or cash flows received by the Fund are made in thecurrency of that country. The Fund may change the 80% Policy
without stockholder approval upon at least 60 days’ prior written
notice to stockholders.
In addition, the Fund may invest up to 20% of its net assets (plusthe amount of any borrowings for investment purposes) ininvestments other than Infrastructure Investments as described inthis 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 or commerce, 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 fallunder several sectors, including, but not limited to, transport(e.g., rail, ports, container and bulk terminals, toll roads, andairports), renewable power and transition (e.g., hydro, wind, solar,
distributed generation and storage), utilities (e.g., electricity, natural
gas connections and transmission, residential infrastructure,
smart meters, water and wastewater, and district energy), midstream(e.g., transmission pipelines, natural gas storage or processing
plants), data (e.g., communication towers, fiber networks, and data
centers), and social infrastructure (e.g., healthcare and education).
An Infrastructure Investment comprises any investment that, at thetime 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, atthe time of investment, does not meet the Infrastructure Investment
Threshold but which, under normal market conditions or uponreaching scale, could reasonably be expected to meet theInfrastructure Investment Threshold (each, a “Developing
Infrastructure Investment”). The Adviser will continuously monitor
the progress of each Developing Infrastructure Investment andwill no longer count such an investment towards the 80% Policy if it
fails to satisfy the Infrastructure Investment Threshold by the fifth
anniversary of the Fund’s investment. During the five-year period
following an investment, the Adviser will take into account andreport to the Board quarterly the considerations that the Adviser
has evaluated in determining that an investment continues to qualify3

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 the investment relative to the
Infrastructure Investment Threshold; or other factors deemed
relevant by the Adviser with respect to the Developing Infrastructure
Investment meeting the Infrastructure Investment Threshold by
the fifth anniversary of the Fund’s investment. Each quarter, theBoard must agree to continuing to treat an investment as a
Developing Infrastructure Investment following the recommendationby the Adviser until the fifth anniversary of the investment whenthe 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 the context so requires,“Portfolio Companies”). Under normal market conditions, the Fundseeks to invest approximately 80 – 90% of its net assets (plus theamount of any borrowings for investment purposes) in the Private
Portfolio and approximately 10 – 20% of its net assets (plus theamount of any borrowings for investment 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
a recapitalization of an equity interest in an existing joint venture andother investments that the Adviser determines to have a similar risk/
return profile.
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 be affected 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) the investment performance and market
value of the Private Portfolio; (iv) availability of capital for tender
offers or other liquidity requirements; and (v) availability of capitalin 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’s commencement of operations.
Under normal market conditions, the Fund will invest more than
25% of its total assets in the infrastructure industry. The policy ofconcentration is a fundamental policy. This fundamental policy may
not be changed without the approval of the holders of a majorityof the Fund’s outstanding voting securities, as defined in the 1940
Act.
4

The Fund was granted exemptive relief by the U.S. Securities andExchange Commission (“SEC”) that permits it to, among otherthings, co-invest with certain other persons, including certain affiliatesof the Adviser and certain public or private funds managed by theAdviser and its affiliates, subject to certain terms and conditions.
Deal Origination . . . . . . . . . . .

The Adviser leverages Brookfield’s Infrastructure and Renewable
Power & Transition group (collectively, “Brookfield Infrastructure”),
PSG, and the Firm’s extensive relationships to pursue investment
opportunities. The scale and breadth of Brookfield’s infrastructure
platform will allow the Adviser, on behalf of the Fund, to access asignificant volume of investment opportunities and invest in thosethat fit the Fund’s investment criteria. The Adviser believes that
Brookfield’s reputation, scale, operational expertise, and global reachprovide a distinct advantage in securing substantial proprietaryinvestment opportunities.

The Offering . . . . . . . . . . . . . .

The Fund currently offers shares of four classes of common stock
on a continuous basis: Class I Common Shares (“Class I Shares”),
Class D Common Shares (“Class D Shares”), Class S Common
Shares (“Class S Shares”), and Class T Common Shares (“Class T
Shares,” and, together with the Class I Shares, the Class D Shares,
and the Class S Shares, the “Shares”). The Fund was granted
exemptive relief (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
addition to the Class I Shares, Class D Shares, Class S Shares, andClass T Shares, the Fund may offer additional classes of shares in the
future.
The Shares are continuously offered each month at an offering priceequal to net asset value (“NAV”) per share (plus an applicable frontend sales load, where relevant), which is calculated: (i) as of the closeof business on the last business day of each month; (ii) on eachdate that Shares are to be repurchased in connection with the Fund’soffer to purchase Shares; and (iii) at such other times as the Board
shall determine (each, a “Determination Date”). The differencesamong the Shares relate to front-end sales loads and ongoing
distribution and shareholder servicing fees. No front-end sales loador distribution and shareholder servicing fees are paid with respect toClass I Shares. The Class D Shares and the Class S Shares are eachsubject to a front-end sales load of up to 2.00% and 3.50%,
respectively. Investors purchasing Class T Shares may be charged asales load of up to 3.00% and a maximum dealer fee of 0.50% of theinvestment amount, for a total front-end sales load of up to 3.50%.
Holders of the Shares have equal rights and privileges with each other,
except with respect to front-end sales loads and certain ongoing
distribution and shareholder servicing fees. See “Prospectus
Summary — Ongoing Distribution and Servicing Fees” and “—
Summary of Fund Expenses” for information on servicing anddistribution fees. All or a portion of the Servicing Fee (as defined
below) may be used to pay for sub-transfer agency, sub-accounting
and certain other administrative services. The Fund also pays forcertain sub-transfer agency, sub-accounting and administrative
services outside of the Servicing Fee. Class I Shares are not subject
to a front-end sales load; however, investors could be required to pay
brokerage commissions on purchases and sales of Class I Shares to5their selling agents. Investors should consult with their selling
agents about the front-end sales load and any additional fees or
charges their selling agents might impose on each class of Shares.
Proceeds from the offering will be held by the Fund’s custodian andavailable to fund investments prior to acceptance. No arrangements
have been made to place such proceeds in an escrow, trust or similaraccount. The Fund generally expects to invest the proceeds fromthe offering within three months from receipt thereof, however,changes in market conditions could result in the Fund’s anticipatedinvestment period extending as long as six months. Shares will
generally be offered for purchase as of the first business day of eachcalendar month, or at such other times as determined in thediscretion of the Board of Directors of the Fund (the “Board of
Directors,” or the “Board”). The purchase price of the Shares will
be based on the NAV per Share as of the date such Shares arepurchased. Prospective investors will not be able to rescind theirorders, applications, or subscriptions for Shares prior to acceptance,and recoup their investment proceeds. Subscriptions are generally
subject to the receipt of cleared funds on or prior to the acceptancedate set by the Fund and notified to prospective investors. An
investor who misses the acceptance date will have the effectivenessof his or her investment in the Fund delayed until the following
month.
The Fund reserves the right to reject a purchase order for any
reason. Unless otherwise required by applicable law, any amountreceived in advance of a purchase ultimately rejected by the Fund will
be returned promptly to the prospective investor (i) without
interest on the returned investment proceeds; and (ii) without the
deduction of any sales load, fees or expenses.
Investment Adviser . . . . . . . . . .

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 andprograms that Brookfield currently manages and participates in, andmay in the future manage and participate in, including co-investment
vehicles, sidecar vehicles, separate accounts, region-specificvehicles, strategy-specific vehicles, sector-specific vehicles andBrookfield proprietary accounts (collectively, “Brookfield
Accounts”). BAM PIC Canada is an indirect wholly-owned
subsidiary of Brookfield Asset Management ULC, an unlimited
liability company formed under the laws of British 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 aleading global alternative asset manager focused on real estate,
renewable power, infrastructure and private equity, with assets undermanagement of approximately $900 billion as of December 31,
2023.

Investment Sub-Adviser . . . . . . .

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
6

liability company and a registered investment adviser under theInvestment Advisers Act of 1940, as amended (the “Advisers Act”).
Founded in 1989, the Sub-Adviser is an indirect wholly-owned
subsidiary of BAM ULC. In addition to the Fund, the Sub-Adviser’sclients include financial institutions, public and private pension
plans, insurance companies, endowments and foundations, sovereign
wealth funds and high net-worth 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 otherregistered investment companies. As of March 31, 2024, the
Sub-Adviser had approximately $25 billion in assets undermanagement. The Sub-Adviser’s principal offices are located at
Brookfield Place, 225 Liberty Street, New York, New York 10281.
Advisory Agreement . . . . . . . . .

The Fund and the Adviser have entered into the Advisory Agreement
pursuant to which the Adviser is entitled to receive a basemanagement fee and an incentive fee.
The base management fee (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 last business day of each month.
The incentive fee (the “Incentive Fee”) is accrued monthly andpayable annually in arrears in an amount equal to 12.5% of theFund Income for the applicable year. The Fund looks through thetotal return swap contracts and counts the underlying reference assets
as investments for purposes of calculating the Incentive Fee.
“Fund Income” means (1) distributions received by the Fund fromthe 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 securities; minus (3) the
Fund’s expenses (excluding the incentive fee and distribution andservicing fees). The distributions received by the Fund from theFund’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 cashfrom operations (or income) received by the Fund without regard
to the tax characteristics (e.g., income vs. return of capital) of the
distributions received. The annual payment of the Incentive Fee willreflect all such distributions received by the Fund, except returnsof invested capital that are not derived from the operations of theissuer 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 orcapital 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 the Adviser all or a portion of its
management and incentive fees in Shares in lieu of paying theAdviser an equivalent amount of such fees in cash. As a conditionof this exemptive relief, the Adviser has committed not to sell any
7Shares received in lieu of a cash payment of its management andincentive fees for at least 12 months from the date of issuance, except
in exceptional circumstances.
See “Management of the Fund — The Advisory Agreement” and“Prospectus Summary — Expenses and Reimbursement” below for
additional information concerning fees.
Investment Sub-Advisory
Agreement . . . . . . . . . . . . . .

Repurchases . . . . . . . . . . . . . . .

The Adviser has entered into the Sub-Advisory Agreement with
PSG. The Board approved PSG as a sub-adviser to manage theFund’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 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 theapplicable NAV per share as of the applicable valuation date in thesole discretion of the Board of Directors. In the event a tender offer
is oversubscribed by stockholders who tender Shares, the Fund
will repurchase a pro rata portion of the Shares tendered by eachstockholder, extend the tender offer, or take any other action withrespect 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. If an Early
Repurchase Fee is charged to a stockholder, the amount of suchfee will be retained by the Fund. An Early Repurchase Fee payable
by a stockholder may be waived by the Fund, in circumstances where
the Board of Directors determines that doing so is in the bestinterests of the Fund and in a manner as will 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, noassurance can be given that repurchases will occur or that any Sharesproperly tendered will be repurchased by the Fund.
In any given quarter, the Adviser may or may not recommend to theBoard that the Fund conduct a tender 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 the Fund’s outstanding
Shares would impose an undue burden on stockholders who do nottender compared to the benefits of giving stockholders theopportunity to sell all or a portion of their Shares at NAV, the Fund
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. Regardlessof 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, theFund may suspend, postpone or terminate such offer in certain
circumstances upon the determination of a majority of the Board,8

including a majority of the independent directors, that suchsuspension, postponement or termination is advisable for the Fundand its stockholders, including, without limitation, circumstances
as a result of which it is not reasonably 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 ofconditions as specified at the outset of the offer that are objectively
verifiable and outside of the control of the Fund or its agents oraffiliates. Stockholders may withdraw their written tenders after the
expiration of 40 business days from the commencement of theoffer 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 tostockholders, 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 theFund at all. If a tender offer is not made, stockholders may not beable to sell their Shares as 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 the purchase of Shares that are tendered, which may increaserisks for remaining stockholders and increase fund expenses asa percent of assets. The Fund is designed primarily for long-term
investors and an investment in the Shares should be considered
illiquid.
Use of Leverage . . . . . . . . . . . .

The Fund intends to add leverage, from time to time, to its portfolio
by utilizing borrowings, such as through bank loans and/or othercredit facilities. The Fund may also enter into other transactions that
may give rise to a form of leverage including, among others, loansof portfolio securities. Although it has no current intention to do so,
the Fund may also determine to issue preferred shares or othertypes of senior securities to add leverage to its portfolio. The Boardof Directors may authorize the issuance of preferred shares
without the approval of the stockholders of the Fund. If the Fundissues preferred shares in the future, all costs and expenses relating to
the issuance and ongoing maintenance of the preferred shares will
be borne by the stockholders, and these costs and expenses may besignificant. The Fund may choose to increase or decrease, or
eliminate entirely, its use of leverage over time and from time totime based on the Adviser’s assessment of the yield curve
environment, interest rate trends, market conditions and otherfactors.
The net proceeds the Fund obtains from leverage utilized may beinvested in accordance with the Fund’s investment objective andpolicies as described in this Prospectus. At such times as the Fundinvests the net proceeds from leverage, so long as the rate of
return, net of applicable Fund expenses, on the debt obligations and9other investments purchased by the Fund exceeds the costs to theFund of the leverage it utilizes, the investment of the Fund’s assets
attributable to leverage will generate more income than will be needed
to pay the costs of the leverage. If so, and all other things being
equal, the excess may be used to pay higher distributions tostockholders than if the Fund were not so leveraged. It is anticipatedthat the Fund will have access to a credit facility, which generally
will be used for short-term working capital requirements (i.e., funding
investments or paying Fund expenses in advance of the receipt ofsubscriptions) and may also be used for liquidity purposes.
The 1940 Act generally prohibits the Fund from engaging in mostforms of leverage (including the use of bank loans or other credit
facilities, and loans of portfolio securities) unless immediately after
the issuance of the leverage the Fund has satisfied the asset
coverage test with respect to senior securities representing
indebtedness prescribed by the 1940 Act; that is, the value of theFund’s total assets less all liabilities and indebtedness not represented
by senior securities (for these purposes, “total assets”) is at least
300% of the senior securities representing indebtedness (effectively
limiting the use of leverage through senior securities representing
indebtedness to 331∕3% of the Fund’s total assets in accordancewith the 1940 Act). In addition, the Fund is not permitted to declare
any cash dividend or other distribution on Shares unless, at thetime of such declaration, this asset coverage test is satisfied. For the
purpose of borrowing money, “asset coverage” means the ratiothat the value of the Fund’s total assets, minus liabilities other thanborrowings, bears to the aggregate amount of all borrowings. Certain
trading practices and investments may be considered to beborrowings and thus subject to the 1940 Act restrictions. On theother hand, certain practices and investments may involve leverage
but are not considered to be borrowings under the 1940 Act, such as
the purchasing of securities on a when-issued or delayed delivery
basis, entering into reverse repurchase agreements, credit default
swaps or futures contracts, engaging in short sales and writing options
on portfolio securities, so long as the Fund complies with anapplicable exemption in Rule 18f-4. Borrowing, especially whenused for leverage, may cause the value of the Fund’s shares to be morevolatile than if the Fund did not borrow. This is because borrowing
tends to magnify the effect of any increase or decrease in thevalue of the Fund’s portfolio holdings. Borrowed money thus createsan opportunity for greater gains, but also greater losses. To theextent that the Fund engages in borrowings, it may prepay a portionof the principal amount of the borrowing to the extent necessary
in order to maintain the required asset coverage. Failure to maintaincertain asset coverage requirements could result in an event ofdefault.
Leveraging is a speculative technique, and there are special risks andcosts involved. There is no assurance that the Fund will utilize
borrowings, issue preferred shares or utilize any other forms ofleverage. If used, there can be no assurance that the Fund’s leveraging
strategies will be successful or result in a higher yield on the
Shares. When leverage is used, the NAV of the Shares and the yield
to stockholders will be more volatile. In addition, interest and otherexpenses borne by the Fund with respect to its use of borrowings
10

or any other forms of leverage are borne by the stockholders andresult in a reduction of the NAV of the Shares.
Please see “Leverage,” and “Principal Risks of the Fund — Leverage
Risk” for additional information regarding leverage and relatedrisks.
Plan of Distribution . . . . . . . . .

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
addition to the Class I Shares, Class D Shares, Class S Shares, andClass T Shares, the Fund may offer additional classes of shares in the
future. The Fund’s Shares are sold at a public offering price equal
to their NAV per share, plus a front-end sales load where applicable.
Each share class represents an investment in the same portfolio ofinvestments, but each class has its own expense structure andarrangements for shareholder services or distribution, which allows
you to choose the class that best fits your situation and eligibility
requirements. Class D Shares, Class S Shares and Class T Shares of
the Fund are primarily offered and sold to retail investors bycertain broker-dealers which are members of FINRA and whichhave agreements with the Fund’s distributor, Quasar Distributors,
LLC, to sell Class T Shares, but may be made available through otherfinancial firms, including banks and trust companies and to
specified benefit plans (as defined below) and other retirement
accounts. Each class of Shares has its own specific eligibility
requirements. See “Prospectus Summary — Minimum Investment”
and “Plan of Distribution — How to Purchase Shares” for additional
information.

Distributions and Dividends . . . .

The Fund intends to distribute substantially all of its net investment
income to common stockholders in the form of distributions.
Under normal market conditions, the Fund intends to declare andpay distributions monthly to common stockholders of record. In
addition, the Fund intends to distribute any net capital gains earned
from the sale of portfolio securities to common stockholders noless frequently than annually, although net short-term capital gains
may be paid more frequently. However, the Fund cannot guaranteethat it will make distributions and the amount of distributions
that the Fund may pay, if any, is uncertain. Please see “Distributions
and Dividends” for additional information.
The Fund intends to pay common stockholders annually all, or atleast 90%, of its investment company taxable income. Various factors
will affect the level of the Fund’s investment company taxable
income, such as its asset mix. Distributions may be paid to theholders of the Fund’s Shares if, as and when authorized by the Boardof Directors and declared by the Fund out of assets legally available
therefor. To permit the Fund to pay monthly distributions, it may
from time to time distribute less than the entire amount of income
earned in a particular period, with the undistributed amount being
available to supplement future distributions. As a result, thedistributions paid by the Fund for any particular monthly period
may be more or less than the amount of income actually earned
during that period. Because the Fund’s income will fluctuate and theFund’s distribution policy may be changed by the Board of
Directors at any time, there can be no assurance that the Fund will
11

pay distributions or dividends. Distributions are subject tore-characterization for federal income tax purposes after the end of
the fiscal year.
In the event that the total distributions on the Fund’s Shares exceed
the Fund’s current and accumulated earnings and profits allocableto such Shares, the excess distributions will generally be treated as a
tax-free return of capital (to the extent of the stockholder’s tax
basis in the Shares). A return of capital is a return to investors of a
portion of their original investment in the Fund rather than income
or capital gain. Stockholders should not assume that the source ofa distribution from the Fund is net profit or income. Distributions
sourced from paid-in capital should not be considered as part ofthe current yield or total return from an investment in the Fund. The
amount treated as a tax-free return of capital will reduce astockholder’s adjusted tax basis in the Shares (but not below zero),
thereby increasing the stockholder’s potential taxable gain or reducing
the potential loss on the sale of the Shares.
Distributions paid by the Fund will be reinvested in additional
Shares of the Fund, unless a stockholder elects to receive all
distributions in cash. See “Dividend Reinvestment Plan” for additional
information.
Expenses and Reimbursement . . .

Subject to the terms and conditions outlined in this Prospectus, theFund will reimburse the Adviser for any actual third-party
expenses incurred on behalf of the Fund. Such expenses will
include, but are not limited to, costs related to valuation, audit,
reporting, regulatory, administration, compliance and financing aswell as legal services.
The Adviser previously agreed to fund the Fund’s organizationaland offering expenses until the initial sale of Shares in this offering.
The Fund will reimburse these expenses, subject to a specified
expense cap and reimbursement limitations (as detailed below).
Pursuant to an Expense Limitation and Reimbursement Agreement(the “Expense Limitation and Reimbursement Agreement”),
through April 30, 2025, the Adviser has contractually agreed towaive and/or reimburse expenses of the Fund so that certain of theFund’s expenses (“Specified Expenses,” as defined below) will not
exceed 0.70% of the Fund’s net assets (annualized). The Fund has
agreed to repay these amounts, when and if requested by the Adviser,
but only if and to the extent that Specified Expenses are less than
0.70% of net assets (annualized) (or, if a lower expense limit under
the Expense Limitation and Reimbursement Agreement is then in
effect, such lower limit) within three years after the date theAdviser waived or reimbursed such fees or expenses. This
arrangement cannot be terminated prior to April 30, 2025, without
the Board’s consent. “Specified Expenses” is defined to include all
expenses incurred in the business of the Fund, including, among
other things, organizational and offering costs, professional fees, andfees and expenses of the Administrator, Transfer Agent andCustodian, with the exception of (i) the Management Fee, (ii) the
Incentive Fee, (iii) the Servicing Fee (as defined below), (iv) theDistribution Fee (as defined below), (v) portfolio level expenses,(vi) brokerage costs or other investment-related out-of-pocket
expenses, including costs incurred with respect to unconsummated12investments, (vii) dividend/interest payments (including any
dividend payments, interest expenses, commitment fees, or otherexpenses related to any leverage incurred by the Fund), (viii) taxes,and (ix) extraordinary expenses (such as litigation and other expenses
not incurred in the ordinary course of the Fund’s business).
Administrator &Sub-Administrator . . . . . . . .

Brookfield Public Securities Group LLC (in such capacity, the“Administrator”) serves as the Fund’s administrator and accounting
agent. The Administrator will provide, or oversee the performanceof, administrative and compliance services, including, but not limited
to, maintaining financial records, overseeing the calculation of
NAV, compliance monitoring (including diligence and oversight ofour other service providers), preparing reports to stockholders andreports filed with the SEC, preparing materials and coordinating
meetings of the Board, managing the payment of expenses and theperformance of administrative and professional services rendered byothers and providing office space, equipment and office services.
J.P. Morgan Chase Bank, N.A. (in such capacity, the “SubAdministrator”) will provide certain administrative and fundaccounting services pursuant to a fund services agreement with theFund (the “Fund Services Agreement”). Pursuant to theFund Services Agreement, and subject to the supervision of the
Administrator, the Sub-Administrator will provide 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.

Custodian and Transfer Agent . .

J.P. Morgan Chase Bank, N.A. serves as the Fund’s custodian.
SS&C Global Investor & Distribution Solutions, Inc. serves as theFund’s transfer agent (“SS&C GIDS” or the “Transfer Agent”). See“Custodian and Transfer Agent” for additional information.

Distributor . . . . . . . . . . . . . . .

Quasar Distributors, LLC (the “Distributor”) is the principal
underwriter and distributor of the Shares and serves in that capacity
on a best efforts basis, subject to various conditions. Other
broker-dealers (“Selling Agents”) may be appointed by theDistributor to assist in the sale of the Shares on a best efforts basis.
See “Plan of Distribution” for additional information.

Sales Load Fees . . . . . . . . . . . .

Class I Shares are not subject to any front-end sales load.
Class D Shares are subject to a front-end sales load of up to 2.00%
of the total purchase price per Class D Share (including the frontend sales load fees).
Class S Shares are subject to a front-end sales load of up to 3.50%of the total purchase price per Class S Share (including the front- end
sales load fees).
Class T Shares are subject to a front-end sales load of up to 3.50%of the total purchase price per Class T Share (including the front-end
sales load fees). Investors purchasing Class T Shares may be charged
a sales load of up to 3.00% and a maximum dealer fee of 0.50%
of the investment amount, for a total front-end sales load of up to
3.50%.
13

Front-end sales loads may be reduced for certain categories ofpurchasers and for volume discounts, as disclosed in this Prospectus.
The Selling Agents may, in their sole discretion, reduce or waive
the front-end sales load on a non-scheduled basis in individual cases.
The Distributor anticipates that all or a portion of the front-end
sales load with respect to the Class D, Class S, and Class T Shares
will be retained by, or reallowed (paid) to, participating brokerdealers. No front-end sales load will be paid with respect to purchasesof Class D Shares, Class S Shares, Class T Shares or any Shares
sold pursuant to the Dividend Reinvestment Plan (“DRIP”). Selling
Agents typically receive the front-end sales load with respect to theClass D Shares, Class S Shares, and the Class T Shares purchased byinvestors. Investors should consult with their Selling Agent about
the front-end sales load and any additional fees or charges theirSelling Agent might impose on each class of Shares.
Ongoing Distribution andServicing Fees . . . . . . . . . . . .

Unlisted Closed-End Fund
Structure; Limited Liquidity . .

Participating broker dealers will receive ongoing distribution andservicing fees as follows: (a) for Class S Shares and Class T Shares,
0.85% of NAV per annum (consisting of a 0.60% distribution fee (a“Distribution Fee”) and a 0.25% shareholder servicing fee (a“Servicing Fee”)); and (b) for Class D Shares, 0.25% of NAV per
annum (consisting entirely of a Servicing Fee). Class I Shares haveno Distribution Fees or Servicing Fees. All or a portion of theServicing Fee may be used to pay for sub-transfer agency, subaccounting and certain other administrative services. The Fund also
pays for certain sub-transfer agency, sub-accounting andadministrative services outside of the Servicing Fee.
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 andthe 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 Shares on a daily basis, because
the Fund is an unlisted closed-end fund. An investment in the Fundis suitable only for investors who can bear the risks associatedwith private market investments with potential limited liquidity of
the Shares as described in “Repurchases” above.

Minimum Investment . . . . . . . .

Generally, the minimum initial investment amount for Class D
Shares, Class S Shares and Class T Shares is $2,500. The minimum
initial investment amount for Class I Shares is $1,000,000. The
minimum amount for subsequent investment for Class D Shares,
Class S Shares, Class T Shares and Class I Shares is $500, except for
additional purchases pursuant to the DRIP, which are not subject
to a minimum purchase amount. The minimum investment for eachclass of Shares can be modified or waived in the sole discretion of
the Fund or the Distributor (as defined below), including for certain
financial firms that submit orders on behalf of their customers, theFund’s officers and directors and certain employees of Brookfield,
including its affiliates, vehicles controlled by such employees andtheir extended family members. See “Plan of Distribution — How toPurchase Shares” for additional information.

Investor Suitability . . . . . . . . . .

Investors should consider their financial situations and needs, otherinvestments, investment goals, investment experience, time14

horizons, liquidity needs and risk tolerance before investing in theFund. An investment in the Fund is not appropriate for all investors,
and the Fund is not intended to be a complete investment program.
The Fund seeks to provide investors with exposure to private
infrastructure assets by investing in both the equity and debt ofhigh-quality infrastructure businesses. Brookfield believes that theFund may provide investors with the potential long-term portfolio
benefits typically found in infrastructure investments that have thepotential to be resilient in most economic environments.
An investment in the Shares is most suitable for investors who areseeking exposure to private infrastructure assets and who seek toattain risk-adjusted total return along with a strong yield. An
investment in the Shares is least suitable for persons who requireliquidity or guaranteed income.
Before making your investment decision, you should (i) consider thesuitability of this investment with respect to your investment
objective and personal financial situation and (ii) consider factors
such as your personal net worth, income, age, risk tolerance andliquidity needs. An investment in the Fund should not be viewed as acomplete investment program.
An investment in the Fund involves a considerable amount of risk.
It is possible that you may lose part or all of your investment in theFund. An investment in the Fund is suitable only for investors
who can bear the risks associated with private market investmentswith potential limited liquidity of the Shares. The Shares should beviewed as a long-term investment within a multi-asset personal
portfolio and should not be viewed individually as a complete
investment program.
Class I Shares are generally available for purchase in this offering
only (1) through fee-based programs, also known as wrap accounts,that provide access to Class I Shares, (2) by endowments,
foundations, pension funds and other institutional investors,(3) through participating broker-dealers that have alternative fee
arrangements with their clients to provide access to Class I Shares,(4) through certain registered investment advisers, (5) by theemployees, officers and directors of the Adviser (and its affiliates)
and their family members, and joint venture partners, consultants,
other service providers, and other similar parties or (6) othercategories of investors that we name in an amendment or supplement
to this Prospectus.
Class D Shares are generally available for purchase in this offering
only (1) through fee-based programs, also known as wrap accounts,that provide access to Class D Shares, (2) through participating
broker-dealers that have alternative fee arrangements with theirclients to provide access to Class D Shares, (3) through transaction/brokerage platforms at participating broker-dealers, (4) throughcertain registered investment advisers, (5) through bank trust
departments or any other organization or person authorized to act
in a fiduciary capacity for its clients or customers or (6) othercategories of investors that we name in an amendment or supplement
to this Prospectus.
15Class S and Class T Shares may be offered for investment throughcertain financial firms that charge their customers transaction orother fees with respect to their customers’ investments in the Fund.
Class S and Class T Shares are not available for purchase directlyfrom the Distributor and are primarily offered and sold to retailinvestors by certain broker-dealers which are members of FINRA
and which have agreements with the Distributor to sell Class S andClass T Shares, but may be made available through other financial
firms, including banks and trust companies, and to specified
benefit plans (as defined below) and other retirement accounts.
Summary of Risks . . . . . . . . . .

Investing in the Fund involves risks, including the risk that a
stockholder may receive little or no return on his or her investment
or that a stockholder may lose part or all of his or her investment.
The Fund should be considered a speculative investment thatentails substantial risks, and a prospective investor should invest in
the Fund only if they can sustain a complete loss of their investment.
Below is a summary of some of the principal risks of investing in
the Fund.
Stockholders should consider carefully the following principal risks
before investing in the Fund:
Limited Operating History. The Fund is a newly organized, nondiversified, closed-end management investment company. The Fundhas a limited history of operations and is subject to all of thebusiness risks and uncertainties associated with any new business.
As a result, prospective investors have a limited track record or historyon which to base their investment decisions. The Fund is designed
for long-term investors.
Investment and Market Risk. An investment in the Fund involves aconsiderable amount of risk. Before making an investment decision,a prospective investor should (i) consider the suitability of thisinvestment with respect to his or her investment objectives andpersonal situation and (ii) consider factors such as his or her personal
net worth, income, age, risk tolerance and liquidity needs. Your
investment in Shares represents an indirect investment in the assets
owned by the Fund, and the value of these assets will fluctuate,
sometimes rapidly and unpredictably, and such investment is subject
to investment risk, including the possible loss of the entire principal
amount invested. The Fund will be materially affected by market,
economic and political conditions globally and in the jurisdictions
and sectors in which it invests or operates, including factors affecting
interest rates, the availability of credit, currency exchange rates
and trade barriers.
Infrastructure Risk. The Fund’s investments in infrastructure
securities involve risks. Infrastructure companies may be subject toa variety of factors that may adversely affect their business oroperations, including high interest costs in connection with capitalconstruction programs, high leverage, costs associated withenvironmental and other regulations, the effects of economic
slowdown, surplus capacity, increased competition from otherproviders of services, uncertainties concerning the availability offuel at reasonable prices, the effects of energy conservation policies
and other factors.
16

Inflation and Interest Rate Risk. Inflation could directly, materiallyand 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 bematerially and adversely affected. Portfolio Investments may havelong-term rights to income linked to some extent to inflation,
whether by government regulations, contractual arrangement orother factors. Typically, as inflation rises, the company will earn more
revenue, but will incur higher expenses; if inflation declines, thecompany may not be able to reduce expenses in line with any resulting
reduction in revenue. Many infrastructure businesses rely on
concessions to mitigate the inflation risk to cash flows throughescalation provisions linked to the inflation rate (e.g., the toll set on
a toll road). While these provisions may protect against certain risks,
they do not protect against the risk of a rise in real interest rates,
which is likely to create higher financing costs for infrastructurebusinesses 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 most commonly used methodologies for valuing
Portfolio Investments (e.g., discounted cash flow analysis) are
sensitive to rising inflation and real interest rates. Finally, wage andprice controls have been imposed at times in certain countries in an
attempt to control inflation, which could significantly affect theoperation of Infrastructure Investments. Accordingly, changes in
the rate of inflation may affect the forecasted or actual profitabilityof a Portfolio Company.
Certain countries’ economies, including in particular many emerging
markets, have experienced extremely high rates of inflation forextended periods of time. Inflation has, and may continue to have,negative effects on the economies of certain of these countries. For
example, the risks associated with transactions using local
currencies are significantly greater in hyper-inflationary economies
than in other less inflationary markets.
Concentration Risk. Concentration risk is the risk that the Fund’sinvestments 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 the Fund that is more broadly diversified.
Distributions Risk. There can be no assurance that the Fund willachieve investment results that will allow the Fund to make a specified
level of cash distributions or maintain certain levels of cash
distributions. All distributions will be paid at the discretion of theBoard and may depend on the Fund’s earnings, the Fund’s net
investment income, the Fund’s financial condition, compliance withapplicable regulations and such other factors as the Board may
deem relevant from time to time.
Liquidity Risk. The Adviser does not expect that a secondary
market for the Fund’s Shares will develop. Limited liquidity isprovided to stockholders only through the Fund’s repurchase offers.
The Fund expects to fund repurchases by liquidating its investmentsin the Public Securities Portfolio managed by the Sub-Adviser, given
17that the remainder of the Fund’s Portfolio Investments consist ofgenerally illiquid private investments in the Private Portfolio. Thereis no guarantee that stockholders will be able to sell all of the Shares
they desire in a repurchase offer. The Fund’s Portfolio Investments
also are subject to liquidity risk. Liquidity risk exists when particularinvestments of the Fund would be difficult to purchase or sell,possibly preventing the Fund from selling such illiquid securities at
an advantageous time or price, or possibly requiring the Fund to
dispose of other investments at unfavorable times or prices inorder to satisfy its obligations. As noted, 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 tovalue than publicly traded securities as such valuations are
inherently uncertain. The determinations of value in accordancewith procedures established by the Adviser may differ materially fromthe values that would have been used if an active market andmarket quotations existed for such investments. In connection withthe disposition of an investment in private securities, the Fund may
agree to purchase adjustments and may be required to makerepresentations about the business and financial affairs of thePortfolio Company typical of those made in connection with thesale of a business. The Fund may be obligated to fund such purchaseprice adjustments and also may be required to indemnify thepurchasers 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.
Reliance on the Adviser and Investment Professionals. As of thedate of this Prospectus, the Fund has made a limited number ofinvestments and the success of the Fund will therefore depend on theability of the Adviser and its respective affiliates to identify andconsummate suitable investments and to, when relevant, exit
investments of the Fund prudently.
Delay in Use of Proceeds Risk. Although the Fund currently
intends to invest the proceeds from any sale of the Shares offered
hereby within three months from receipt thereof (however, changes
in market conditions could result in the Fund’s anticipated investment
period extending as long as six months), such investments may bedelayed if suitable investments are unavailable at the time. Delays
which the Fund encounters in the selection, due diligence andorigination or acquisition of investments would likely limit its ability
to pay distributions and lower overall returns.
Best Efforts Offering Risk. This offering is being made on a “bestefforts” basis, meaning the Distributor and broker-dealers
participating in the offering are only required to use their best
efforts to sell our Shares and have no firm commitment or obligation
to sell any of the Shares.
Competition Risk. Identifying, completing and realizing attractive
portfolio investments is competitive and involves a high degree of
uncertainty. In acquiring its target assets, the Fund will compete with18

a variety of institutional investors, including specialty financecompanies, public and private funds (including other funds managed
by Brookfield), REITs, commercial and investment banks,
commercial finance and insurance companies and other financial
institutions.
Non-Diversified Company Risk. As the Fund may invest more than
5% of its total assets in the securities of one or more issuers, itwould not qualify as a “diversified company” within the meaning of
the Investment Company Act. The Fund may therefore be more
susceptible than such a diversified company would be to being
adversely affected by events impacting a single investment, geographic
location, security or investment type.
Illiquid and Long-Term Investments. Although Portfolio
Investments are expected to generate some amount of current
income, Portfolio Investments will be held for an indefinite periodof time and the return of 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 apublic market for certain of the securities or debt instruments held by
the Fund and such securities or debt instruments may require asubstantial length of time to liquidate. The Fund generally will not
be able to sell these securities or debt instruments publicly unless theirsale is registered under applicable securities laws or unless an
exemption from such registration requirements is available. In
addition, in some cases, the Fund may be prohibited or limited bycontract from selling certain securities or debt instruments for aperiod of time and as a result, may not be permitted to sell a Portfolio
Investment at the time it might otherwise desire to do so.
Infectious Illness Risk. The Fund may be adversely affected by theeffects of widespread outbreaks of contagious diseases. Publichealth crises can develop rapidly and unpredictably, which may
prevent governments, asset managers, companies or others (including
the Adviser and the Fund) from taking timely or effective steps tomitigate or reduce any adverse impacts to the Fund and/or thePortfolio Investments. The extent and duration of any such impacts
will depend on future developments, which are highly uncertain
and cannot be predicted at this time.
Market Disruption and Geopolitical Risk. The value of the Fund’sinvestments could be adversely affected by geopolitical and otherevents (e.g., wars, pandemics, sanctions, terrorism) that disrupt
securities markets and adversely affect global markets. Those events,
as well as other changes in non-U.S. and U.S. economic andpolitical conditions, could exacerbate other risks or otherwise
reduce the value of the Fund’s investments.
Joint Venture Risk. The Fund may in the future enter into joint
ventures with third parties to make investments. The Fund may also
make investments in partnerships or other co-ownershiparrangements or participations. Such investments may involve risks
19not otherwise present with other methods of investment. In
addition, disputes between the Fund and its joint venture partners
may result in litigation or arbitration that would increase the Fund’s
expenses and prevent the Fund’s officers and directors fromfocusing their time and efforts on the Fund’s business. The Fund
may at times enter into arrangements that provide for unfunded
commitments and, even when not contractually obligated to do so,
may be incentivized to fund future commitments related to its
investments.
Valuation Risk. 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 the value of a security or otherasset. As a result, there can be no assurance that fair value pricing
will result in adjustments to the prices of securities or other assets, orthat fair value pricing will reflect actual market value, and it ispossible that the fair value determined for a security or other asset
will be materially different from quoted or published prices, from theprices used by others for the same security or other asset and/orfrom the value that actually could be or is realized upon the sale ofthat 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 fixedincome securities at their market value. The Board has designated theAdviser as the valuation designee pursuant to Rule 2a-5 under the1940 Act to perform fair value determinations relating to any or all
Fund investments. The Board oversees the Adviser in its role as thevaluation designee in accordance with the requirements ofRule 2a-5. In its role as the valuation designee, the Adviser isauthorized to make all necessary determinations of the fair valuesof 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 areunreliable.
Risks Associated With Status as a Regulated Investment Company.
The Fund intends to qualify for federal income tax purposes as aregulated investment company under Subchapter M of the Code.
Qualification requires, among other things, compliance by theFund with certain distribution requirements. Statutory limitations
on distributions on the Shares if the Fund is leveraged and fails tosatisfy the Investment Company Act’s asset coverage requirements
could jeopardize the Fund’s ability to meet such distribution
requirements. The Fund presently intends, however, to purchase orredeem any outstanding leverage to the extent necessary in order tomaintain compliance with such asset coverage requirements.
Qualification also requires the Fund to diversify its investments inthe manner prescribed by the RIC rules. Satisfying suchdiversification requirements may limit or otherwise adversely affectthe implementation and execution of the Fund’s investment strategy.
20

Credit Risk. Credit risk is the risk that one or more debt
investments in the Fund’s portfolio will (1) decline in price due todeterioration of the issuer’s or underlying pool’s financial conditionor other events or (2) fail to pay interest or principal when due.
The prices of non-investment grade quality securities (that is,securities rated Ba or lower by Moody’s or BB or lower by S&P or
Fitch) are generally more sensitive to negative developments, such asa general economic downturn or an increase in delinquencies in
the pool of underlying mortgages that secure an MBS, than are theprices of higher grade securities. Non-investment grade quality
securities are regarded as having predominantly speculative
characteristics with respect to the issuer’s or pool’s capacity to pay
interest and repay principal when due and as a result involve a greaterrisk of default. The market for lower-graded securities may also
have less information available than the market for other securities.
Derivatives Risk. The Fund may participate in derivativetransactions. Such transactions entail certain execution, market,
counterparty liquidity, hedging and tax risks. Participation in theoptions or futures markets, in currency transactions and in otherderivatives transactions involves investment risks and transaction
costs to which the Fund would not be subject absent the use of thesestrategies. If the Adviser’s prediction of movements in the directionof the securities, foreign currency, interest rate or other referenced
instruments or markets is inaccurate, the consequences to the Fund
may leave the Fund in a worse position than if it had not usedsuch strategies. Valuation may be more difficult in times of market
turmoil since many investors and market makers may be reluctant topurchase complex instruments or quote prices for them.
Leverage Risk. The Fund currently intends to use leverage fromtime to time to facilitate short-term working capital requirements(i.e., funding investments or paying Fund expenses in advance of thereceipt of subscription proceeds, as well as for liquidity purposes),
and to seek to achieve its investment objectives. The borrowing ofmoney or issuance of debt securities and preferred shares
represents the leveraging of the Fund’s Shares. In addition, theFund may also leverage its Shares through investment techniques,
such as reverse repurchase agreements, writing credit default swaps,
futures or engaging in short sales. Leverage creates risks which
may adversely affect the return for the stockholders.
Leverage is a speculative technique that could adversely affect thereturns to common stockholders. Leverage can cause the Fund tolose money and can magnify the effect of any losses. To the extent theincome or capital appreciation derived from securities purchasedwith funds received from leverage exceeds the cost of leverage, theFund’s return will be greater than if leverage had not been used.
Conversely, if the income or capital appreciation from the securities
purchased with such funds is not sufficient to cover the cost ofleverage or if the Fund incurs capital losses, the return of the Fund
will be less than if leverage had not been used, and therefore theamount available for distribution to common stockholders as
dividends and other distributions will be reduced or potentiallyeliminated (or, in the case of distributions, will consist of return ofcapital).
21

The Fund will pay (and the common stockholders will bear) all
costs and expenses relating to the Fund’s use of leverage, which will
result in the reduction of the NAV of the Shares.
Potential Conflicts of Interest Risk. BAM PIC serves as adviser or
sub-advisers to other vehicles that have the same or similar
investment objectives and investment strategies to those of theFund. As a result, the Adviser and the Fund’s portfolio managers
may devote unequal time and attention to the management of theFund and those other funds and accounts. Conflicts of interest exist
or could arise in the future as a result of the relationships between
us and our affiliates, on the one hand, and our wholly-owned
operating partnership or any partner thereof, on the other. For
further information on potential conflicts of interest, see “Conflictsof Interest.”
Allocation of Investment Opportunities Risk. Certain other existingor future Brookfield funds, investment vehicles and other
Brookfield proprietary accounts and related parties managed by
Brookfield (each, a “Brookfield Account” and collectively, the“Brookfield Accounts”) invest in securities, properties and otherassets in which the Fund may seek to invest. The Adviser’s allocation
policy is designed to fairly and equitably distribute investment
opportunities over time among funds or pools of capital managed
by the Adviser and its affiliates. Allocation of identified investment
opportunities among the Fund, BAM PIC’s management ofother Brookfield Accounts presents inherent conflicts of interest.
Certain Brookfield Accounts have (and additional future Brookfield
Accounts in the future may have) investment mandates thatoverlap with those of the Fund, in some cases, both the Fund andcertain of these Brookfield Accounts may seek an allocation to thesame investment opportunities. As noted above, the Adviser’s
allocation policy is designed to fairly and equitably distributeinvestment opportunities over time among funds or pools of capitalmanaged by the Adviser and its affiliates and, as a result, theFund’s share of some investment opportunities may be less than it
initially sought. Investors should note that the conflicts inherent inmaking such allocation decisions will not always be resolved infavor of the Fund.
General Risks of Secondary Investments. The overall performanceof the Fund’s Secondary Investments depends in large part on theacquisition price paid, which may be negotiated based on
incomplete or imperfect information. Certain Secondary Investments
may be purchased as a portfolio, and in such cases the Fund may
not be able to exclude from such purchases those investments that theAdviser considers (for commercial, tax, legal or other reasons) lessattractive. In addition, the costs and resources required to investigate
the commercial, tax and legal issues relating to Secondary
Investments may be significant. The Portfolio Funds or the intereststhat the Adviser may consider for investment may have been
formed or organized to meet the specific regulatory, tax or ERISA
objectives of the original investors, which may not correspond to theobjectives of the Fund. Accordingly, investment by the Fund may
not be permitted, may be otherwise restricted or may be inefficientfrom a tax perspective to one or more categories of investors in theFund. The Adviser may seek to structure any investment to22

address any applicable regulatory, tax or ERISA limitations, but
may not be successful in doing so.
General Risks of Investments in Portfolio Funds. Because the Fundinvests in Portfolio Funds, a stockholder’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 are invested in each Portfolio
Fund. The Fund’s net asset value may fluctuate in response to,among other things, various market and economic factors related tothe markets in which the Portfolio Funds invest and the financial
condition and prospects of issuers in which the Portfolio Funds
invest. The success of the 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 havean opportunity to evaluate the specific 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.
Affiliated Transactions Restrictions. The 1940 Act contains
prohibitions and restrictions relating to transactions between
investment companies and their affiliates (including the Adviser),principal underwriters and affiliates of those affiliates orunderwriters. Under these restrictions, the Fund and any portfolio
company that the Fund controls are generally prohibited fromknowingly participating in a joint transaction, including
co-investments in a portfolio company, with an affiliated person,
including any directors or officers 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 andaffiliates of those affiliates or underwriters from knowingly
purchasing from or selling to the Fund or any portfolio company
controlled by the Fund certain securities or other property and fromlending to and borrowing from the Fund or any portfolio company
controlled by the Fund monies or other properties. The Fund andits affiliates may be precluded from co-investing in private placementsof securities, including in any portfolio companies controlled by
the Fund. The Fund, its affiliates and portfolio companies controlled
by the Fund may from time to time engage in certain joint
transactions, purchases, sales and loans in reliance upon and incompliance with the conditions of certain positions promulgated by
the SEC and its staff. There can be no assurance that the Fundwould be able to satisfy these conditions with respect to any particulartransaction. As a result of these prohibitions, restrictions may be
imposed on the size of positions or the type of investments that theFund could make. Furthermore, the Adviser was granted
exemptive relief by the SEC to allow certain managed funds andaccounts, each of whose investment adviser is BAM PIC or aninvestment adviser controlling, controlled by or under common
control with BAM PIC, to participate in negotiated co-investment
transactions where doing so is consistent with the applicableregistered fund’s investment objective and strategies as well as
23

regulatory requirements and other pertinent factors, and pursuant
to the conditions thereof (the “Co-Investment Exemptive Relief ”).
Anti-Takeover Provisions. The Fund’s charter (the “Charter”) andBylaws (the “Bylaws”) contain provisions that may delay, defer or
prevent a transaction or a change in control that might otherwise bein the best interests of the stockholders. Such provisions may
discourage outside parties from seeking control of the Fund or
seeking to change the composition of its Board of Directors.
The Fund’s Charter authorizes the Board of Directors to cause theFund to issue additional Shares. The Board of Directors of the Fundalso may classify or reclassify any unissued Shares into one ormore classes or series of stock, including preferred stock, may set
the terms of each class or series and may authorize the Fund to issue
the newly-classified or reclassified shares of stock, in each such
instance without stockholder approval. See “Certain Provisions in
Charter and Bylaws” for additional information.
Incentive Fee Risk. The Incentive Fee may create an incentive for
the Adviser to make investments in order to maximize Fund Income
under the Incentive Fee even if such investments may not benefit
the Fund’s NAV, cause the Fund to use more leverage than itotherwise would in the absence of the Incentive Fee or to otherwise
make riskier investments on the Fund’s behalf. While the Board
does not monitor specific investment decisions by the Adviser andthe particular timing of individual investment decisions as they relate
to the Incentive Fee, the Board, as part of its duties andresponsibilities under the Investment Company Act (relating tofuture determinations as to whether to renew the Advisory
Agreement), considers whether the Incentive Fee is fair andreasonable.
Payment of Management and Incentive Fees in Shares Risk. The
Fund has applied for exemptive relief from the SEC that would
permit the Fund to pay the Adviser all or a portion of its
Management Fees and Incentive Fees in Shares in lieu of paying theAdviser an equivalent amount of such fees in cash, which may
dilute stockholders in the Fund.
Non-U.S. Investment Risks. We may invest in securities locatedoutside of the United States. Non-U.S. investments involve certain
factors not typically associated with investments in the U.S., including
risks relating to (i) currency exchange matters; (ii) differences inconventions relating to documentation, settlement, corporate actions,stakeholder rights and other matters; (iii) differences between U.S.
and non-U.S. markets, including potential price volatility in andrelative illiquidity of some non-U.S. markets; (iv) the absence of
uniform accounting, auditing and financial reporting standards,
practices and disclosure requirements and differences in government
supervision and regulation; (v) certain economic, social andpolitical risks; (vi) the possible imposition of non-U.S. taxes on
income and gains and gross sales or other proceeds recognized withrespect to such investments; (vii) differing and potentially less welldeveloped or well-tested corporate laws regarding stakeholder rights,
creditors’ rights (including the rights of secured parties), fiduciary
duties and the protection of investors; (viii) different laws andregulations including differences in the legal and regulatory24

environment or enhanced legal and regulatory compliance;(ix) political hostility to investments by foreign investors; (x) lesspublicly available information; (xi) obtaining or enforcing a court
judgement abroad; (xii) restrictions on foreign investment in otherjurisdictions; and (xiii) difficulties in effecting repatriation of capital.
Tax Risks of Investing in the Fund. The Fund will be subject toFund-level income tax if it is unable to qualify as a RIC under
Subchapter M of the Code or to satisfy RIC distribution
requirements.
U.S. Federal Income Tax
Considerations . . . . . . . . . . .

The Fund has elected and intends to qualify each year to be treatedas a RIC under the Internal Revenue Code of 1986, as amended(the “Code”). Assuming that the Fund qualifies as a RIC, the Fundgenerally will not be subject to U.S. federal income tax on income
and gains that the Fund distributes each taxable year to its
stockholders if it meets certain minimum distribution requirements.
To qualify as a RIC and maintain the Fund’s RIC status, it will be
required to meet asset diversification tests and annual qualifying
income and distribution tests, among other requirements.

25

SUMMARY OF FUND EXPENSES
The fee table below is intended to assist stockholders in understanding the various costs and expenses
that the Fund expects to incur and that stockholders can expect to bear, by investing in the Fund. This fee
table is based on annualized expenses of the Fund for the fiscal year ended December 31, 2023. Certain
expenses in this fee table are based on estimated amounts for the current fiscal year.

Stockholder Transaction Expenses
Maximum Front-End Sales Load (as a percentage of the offering
price)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Maximum Repurchase Fee(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Annual Fund Expenses (as a percentage of Net Assets attributable to
Shares)Management Fee(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Incentive Fee(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distribution and/or Shareholder Servicing Fees(5) . . . . . . . . . . . . . . . .
Interest Payments on Borrowed Funds(6) . . . . . . . . . . . . . . . . . . . . . .
Tax Expense(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Expenses(8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Annual Fund Operating Expenses . . . . . . . . . . . . . . . . . . . . . . .
Fees Waived and/or Expenses Reimbursed or Recouped(9) . . . . . . . . . .
Total Annual Fund Operating Expenses After Fee Waiver and/or
Expense Reimbursement or Recoupment . . . . . . . . . . . . . . . . . . . .
Total Annual Fund Operating Expenses After Fee Waiver and/or
Expense Reimbursement or Recoupment, Excluding Management
and Incentive Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Class I
SharesClass D
SharesClass S
SharesClass T
Shares

None
2.00%

2.00%
2.00%

3.50%
2.00%

3.50%
2.00%

1.25%
0.56%
None
0.16%
0.17%
0.26%
2.40%
0.24%

1.25%
0.56%
0.25%
0.16%
0.17%
0.26%
2.65%
0.24%

1.25%
0.56%
0.85%
0.16%
0.17%
0.26%
3.25%
0.24%

1.25%
0.56%
0.85%
0.16%
0.17%
0.26%
3.25%
0.24%

2.64%

2.89%

3.49%

3.49%

0.83%

1.08%

1.68%

1.68%

(1) Quasar Distributors, LLC (the “Distributor”) is the principal underwriter and distributor of the Sharesand serves in that capacity on a best efforts basis, subject to various conditions. Shares may be offeredthrough Selling Agents that have entered into selling agreements with the Distributor. Selling Agentstypically receive the front-end sales load with respect to Class D, Class S, and Class T Shares purchasedby investors. The Distributor does not retain any portion of the front-end sales load fees. Class D, Class S,
and Class T Shares are each subject to a maximum front-end sales load of up to 2.00%, 3.50%, and3.50% of the offering price, respectively. For Class T Shares, the 3.50% includes a maximum of 3.00%
for upfront selling commissions and 0.50% for the dealer fee, for a total front-end sales load of up to
3.50%. However, purchases of Class D Shares, Class S Shares, and Class T Shares may be eligible fora front-end sales load discount. See “Plan of Distribution — Sales Load.” Any additional commissions
or other forms of compensation paid to a broker or financial intermediary on sales of Class D
Shares, Class S Shares and Class T Shares are not reflected. The Selling Agents may, in their sole
discretion and subject to applicable law, reduce or waive the front-end sales load on a non-scheduled
basis in individual cases. Class I Shares are not subject to a front-end sales load; however, investors could
be required to pay brokerage commissions on purchases and sales of Class I Shares to their Selling
Agents. Investors should consult with their Selling Agents about the sale load and any additional feesor charges their Selling Agents might impose on each class of Shares.
(2) A 2% Early Repurchase Fee payable to the Fund will be charged with respect to the repurchase of astockholder’s Shares at any time prior to the day immediately preceding the one-year anniversary of astockholder’s purchase of the Shares (on a “first in-first out” basis). An Early Repurchase Fee payable bya stockholder may be waived by the Fund, in circumstances where the Board of Directors determinesthat doing so is in the best interests of the Fund and in a manner as will not discriminate unfairly against
any stockholder. The Early Repurchase Fee will be retained by the Fund for the benefit of the remaining
stockholders. See “Repurchases.”26

(3) Pursuant to the Advisory Agreement, the Adviser receives a Management Fee payable quarterly inarrears and calculated monthly at the annual rate of 1.25% of the value of the Fund’s net assets, whichis calculated as of the close of business on the last business day of each month.
(4) Pursuant to the Advisory Agreement, the Adviser receives an Incentive Fee accrued monthly andpayable 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 asinvestments for purposes of calculating the Incentive Fee. See “Management of the Fund — The Advisory
Agreement.” For purposes of the table above, we have assumed Fund Income equal to 4.5% of theFund’s NAV. Actual Fund Income may be higher or lower.
(5) The maximum annual rate at which Distribution and/or Shareholder Servicing Fees may be paid is asfollows: (a) for Class S Shares and Class T Shares, 0.85% of NAV per annum (consisting of a 0.60%
Distribution Fee and a 0.25% Servicing Fee); and (b) for Class D Shares, 0.25% of NAV per annum(consisting entirely of a Servicing fee). Class I Shares have no Distribution or Shareholder Servicing Fees.
(6) Interest Payments on Borrowed Funds assumes the use of leverage in an amount equal to 2.00% of theFund’s total assets, less all liabilities and indebtedness not represented by senior securities and assumes
the annual interest rate on borrowings is 8.00%. The Fund’s actual interest costs associated with leverage
may differ from the estimates above.
(7) “Tax Expense” is based on the estimated amount of income taxes payable by the Fund’s corporate
subsidiaries for the current fiscal year. The Fund’s actual income tax expense associated with its
corporate subsidiaries may differ from the estimated amount above.”(8) “Other Expenses” represents the Fund expenses as they are calculated in the Fund’s Annual Report. In
addition to the fees of the Adviser, the Fund is responsible for the payment of all its “Other Expenses”
incurred in the operation of the Fund, which include, among other things, professional fees,organizational expenses and offering costs, expenses for legal and the Fund’s independent registeredpublic accounting firm’s services, shareholder reports, charges of the Fund’s custodian, charges of theFund’s fund accountant, charges of the transfer agent and dividend disbursing agent, SEC fees, expenses
of directors’ meetings, fees and expenses of Directors who are not officers or employees of theAdviser or its affiliates, accounting and printing costs, the Fund’s pro rata portion of the Chief
Compliance Officer’s compensation (if approved by the Board of Directors), fidelity bond coverage for
the Fund’s officers and employees, Directors and officers liability policy, interest, brokerage costs,
taxes (excluding taxes related to portfolio companies), expenses of qualifying the Fund for sale in various
states, expenses of personnel performing shareholder servicing functions, litigation and otherextraordinary or non-recurring expenses.
(9) Pursuant to an Expense Limitation and Reimbursement Agreement (the “Expense Limitation andReimbursement Agreement”), through April 30, 2025, the Adviser has contractually agreed to waive
and/or reimburse expenses of the Fund so that certain of the Fund’s expenses (“Specified Expenses,” asdefined below) will not exceed 0.70% of the Fund’s net assets (annualized). The Fund has agreed to
repay these amounts, when and if requested by the Adviser, but only if and to the extent that Specified
Expenses are less than 0.70% of net assets (annualized) (or, if a lower expense limit under the Expense
Limitation and Reimbursement Agreement is then in effect, such lower limit) within three years after thedate the Adviser waived or reimbursed such fees or expenses. This arrangement cannot be terminatedprior to April 30, 2025, without the Board’s consent. “Specified Expenses” is defined to include all
expenses incurred in the business of the Fund, including, among other things, organizational andoffering costs, professional fees, and fees and expenses of the Administrator, Transfer Agent andCustodian, with the exception of (i) the Management Fee, (ii) the Incentive Fee, (iii) the Servicing Fee(as defined below), (iv) the Distribution Fee (as defined below), (v) portfolio level expenses, (vi) brokeragecosts or other investment-related out-of-pocket expenses, including costs incurred with respect tounconsummated investments, (vii) dividend/interest payments (including any dividend payments, interest
expenses, commitment fees, or other expenses related to any leverage incurred by the Fund), (viii) taxes,and (ix) extraordinary expenses (such as litigation and other expenses not incurred in the ordinary
course of the Fund’s business).

27

Example
The purpose of the table above and the examples below is to assist prospective investors in understanding
the various costs and expenses stockholders will bear. The following examples are intended to help you
compare the cost of investing in the Fund with the cost of investing in other funds. The examples assume thatall distributions are reinvested at net asset value and that the percentage amounts listed under Annual
Fund Expenses remain the same (except that the examples incorporate the fee waiver and expense
reimbursement arrangements from the Expense Limitation and Reimbursement Agreement for only the oneyear example and the first year of the three-, five- and ten-year examples). The assumption in the
hypothetical example of a 5% annual return is required by regulation of the SEC and applicable to all
registered investment companies. The assumed 5% annual return is not a prediction of, and does not
represent, the projected or actual performance of the Fund.
You would pay the following expenses on a $1,000 Class I Sharesinvestment, assuming a 5% annual return: . . . . . . . . . . . . . . . . . . . .
You would pay the following expenses on a $1,000 Class D Sharesinvestment, assuming a 5% annual return: . . . . . . . . . . . . . . . . . . . .
You would pay the following expenses on a $1,000 Class S Sharesinvestment, assuming a 5% annual return: . . . . . . . . . . . . . . . . . . . .
You would pay the following expenses on a $1,000 Class T Sharesinvestment, assuming a 5% annual return: . . . . . . . . . . . . . . . . . . . .

1 Year

3 Years

5 Years

10 Years

$27

$ 77

$130

$275

$49

$103

$160

$314

$69

$134

$201

$379

$69

$136

$203

$381

The example should not be considered a representation of future expenses. Actual expenses may begreater or less than those shown.
FINANCIAL HIGHLIGHTS
The financial highlights table set forth below is intended to help you understand the Fund’s recent
financial performance for the periods indicated. The information shown reflects performance of the Fund’s
Class I and Class S Shares. Although Class D and Class T Shares have not been previously offered, theClass D and Class T Shares are now available for purchase to the public. The financial highlights for theperiods shown from November 1, 2023 through December 31, 2023, have been audited by Deloitte & Touche
LLP, the Fund’s independent registered public accounting firm. The Fund’s 2023 Annual Report for the
fiscal year ended December 31, 2023, is available, without charge, upon request, and is incorporated byreference into the Statement of Additional Information.

28

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
CONSOLIDATED FINANCIAL HIGHLIGHTS
For the period from November 1, 2023 (commencement of operations) to December 31, 2023
Period Ended
December 31, 2023(1)Class IPer Share Operating Performance:
Net asset value, beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from Investment Operations:
Net investment income(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net realized and unrealized gain(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total from investment operations(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distributions to Shareholders:
From distributable earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
From return of capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total distributions to shareholders(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net asset value, end of period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Investment Return(4)(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ratios and Supplemental Data:
Net assets, end of period (in thousands) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ratio of Expenses to Average Net Assets:
Management fee expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Incentive fee expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total expenses before interest, current tax and organizational and offering
expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Organizational and offering expenses(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current tax expense(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross expenses, excluding reimbursement and including interest, current tax andorganizational and offering expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expense reimbursement/waivers(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net expenses, including reimbursement, interest, current tax and organizationaland offering expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ratio of Net Investment Income (Loss) to Average Net Assets:
Net investment income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net investment income, excluding the effect of reimbursement, interest expense andcurrent tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Portfolio turnover rate(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

10.00
0.04
0.11
0.15

$

(0.06)(0.02)(0.08)
10.07
1.48%$1,589,722
1.25%
0.41%
0.26%
1.92%
0.72%
0.16%
0.06%
2.86%
(0.68)%
2.18%
3.67%
3.21%
0.03%

(1) Ratios are annualized for the period from November 1, 2023 (share class inception) to December 31,
2023, unless otherwise noted.
(2) Per share amounts presented are based on average shares outstanding for the period from inception to
December 31, 2023.
(3) Distributions for annual periods are determined in accordance with federal income tax regulations.
(4) Total investment return based on net asset value (“NAV”) is the combination of changes in NAV,
reinvested dividend income at NAV and reinvested capital gains distributions at NAV, if any.
(5) Not annualized for periods less than one year.
See Notes to Consolidated Financial Statements.
29

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
CONSOLIDATED FINANCIAL HIGHLIGHTS (continued)
For the period from November 1, 2023 (commencement of operations) to December 31, 2023
Period Ended
December 31, 2023(1)Class SPer Share Operating Performance:
Net asset value, beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from Investment Operations:
Net investment income(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net realized and unrealized gain(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total from investment operations(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distributions to Shareholders:
From distributable earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
From return of capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total distributions to shareholders(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net asset value, end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Investment Return(4)(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ratios and Supplemental Data:
Net assets, end of period (in thousands) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ratio of Expenses to Average Net Assets:
Management fee expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Incentive fee expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total expenses before interest, current tax and organizational and offering
expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Organizational and offering expenses(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current tax expense(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross expenses, excluding reimbursement and including interest, current tax andorganizational and offering expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expense reimbursement/waivers(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net expenses, including reimbursement, interest, current tax and organizationaland offering expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ratio of Net Investment Income (Loss) to Average Net Assets:
Net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net investment income, excluding the effect of reimbursement, interest expense andcurrent tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Portfolio turnover rate(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$10.00
0.05
0.02
0.07
(0.02)(0.01)(0.03)$10.040.70%$7,034
1.25%
0.41%
1.11%
2.77%
0.72%
0.16%
0.06%
3.71%
(0.68)%
3.03%
2.82%
2.36%
0.03%

(1) Ratios are annualized for the period from December 1, 2023 (share class inception) to December 31,
2023, unless otherwise noted.
(2) Per share amounts presented are based on average shares outstanding for the period from inception to
December 31, 2023.
(3) Distributions for annual periods are determined in accordance with federal income tax regulations.
(4) Total investment return based on net asset value (“NAV”) is the combination of changes in NAV,
reinvested dividend income at NAV and reinvested capital gains distributions at NAV, if any.
(5) Not annualized for periods less than one year.
See Notes to Consolidated Financial Statements.
30

The following table sets forth information regarding the Fund’s outstanding senior securities as at
December 31, 2023.

Total Amount
Outstanding
Exclusive ofTreasury
Securities

Asset
Coverageper Unit(1)December 31, 2023 . . . . . $356,439,000$5,480Fiscal or Period End

Average
MarketValue perInvoluntary
Unit
Liquidating (Exclude
PreferenceBank
Per Unit
Loans)

N/A

N/A

Type of Senior Security

Loan Payable, Credit Facility,
Reverse Repurchase Agreement(1) Calculated by subtracting the Fund’s total liabilities (not including borrowings) from the Fund’s total
assets and dividing by the total number of senior indebtedness units, where one unit equals $1,000 ofsenior indebtedness.

See Notes to Consolidated Financial Statements.
31

THE FUND
The Fund is a non-diversified closed-end management investment company that continuously offers
Shares. The Fund was organized as a Maryland corporation on November 17, 2022, and intends to qualify
as a RIC for U.S. federal income tax purposes under the Code. The Fund’s principal office is located at
Brookfield Place, 225 Liberty Street, 35th Floor, New York, New York 10281, and its telephone number is(855) 777-8001.
As of the close of business on October 31, 2023, simultaneous with the commencement of the Fund’s
operations, the Predecessor Fund was reorganized with and into the Fund. The Fund maintains aninvestment objective and investment strategies, policies, guidelines and restrictions that are, in all material
respects, equivalent to those of the Predecessor Fund. Further, the reorganization did not result in (1) amaterial change in the Predecessor Fund’s investment portfolio due to investment restrictions; or (2) a changein accounting policies. Additionally, the investment advisers and portfolio managers did not change as aresult of the reorganization.
USE OF PROCEEDSThe Fund will invest the net proceeds from the sale of the Shares in accordance with the Fund’sinvestment objectives and policies as stated below. The Fund generally expects to invest the proceeds fromeach monthly offering as soon as practicable; which under normal circumstances is expected to be within
three months from receipt thereof. However, in certain limited circumstances, such as in the case of unusuallylarge cash inflows, the Fund may take up to six months or longer to fully invest the proceeds from theoffering. Pending investment pursuant to the Fund’s investment objectives and policies, the net proceeds ofthe offering may be invested in permitted temporary investments, including, without limitation, short-term
U.S. government securities, bank certificates of deposits and other short-term liquid investments. In
addition, the Fund may maintain a portion of the proceeds in cash to meet operational needs. The Fund
may be prevented from achieving its investment objectives during any time in which the Fund’s assets are notsubstantially invested in accordance with its policies.

32

INVESTMENT OBJECTIVES AND STRATEGIESInvestment Objectives
The Fund’s investment objective is to maximize total returns through growth of capital and current
income.
Investment Strategies
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 quarterly the considerations 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 to sell a portion of its non-infrastructure business or buy
infrastructure assets that will positively impact the investment relative to the Infrastructure Investment
Threshold; or other factors deemed relevant by the Adviser 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 continuing to treat an investment as a Developing Infrastructure
33

Investment following the recommendation by the Adviser until the fifth anniversary of the investment whenthe 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.
Although the Fund endeavors to maintain these Private/Public Securities Target Allocations, thePrivate/ Public Securities Target Allocations may not be achieved in all instances, and actual allocations may
be affected 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.
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.
Investment Process

Deal
Origination

Transaction
Due Diligence& Execution

AssetManagement

Exit

Deal Origination
The Adviser leverages Brookfield’s Infrastructure and Renewable Power & Transition group (collectively,“Brookfield Infrastructure”), PSG, and the Firm’s extensive relationships to pursue investment opportunities.
Brookfield Infrastructure’s investment team takes a proactive approach to sourcing new investments for its
investment strategies through longstanding relationships with financial institutions, advisors, and major
infrastructure asset owners and developers.
The scale and breadth of Brookfield’s infrastructure platform will allow the Adviser, on behalf of theFund, to access a significant volume of investment opportunities and invest in those that fit the Fund’sinvestment criteria. The Adviser believes that Brookfield’s reputation, scale, operational expertise, and global
reach provide a distinct advantage in securing substantial proprietary investment opportunities.
Transaction Due Diligence and Execution
Brookfield has frequent regional and group-wide calls to discuss nascent opportunities and ensure
effective allocation of business development resources. During these calls, the infrastructure group discusses
34

potential opportunities, considering factors such as adherence to investment theses, transaction timelines,
staffing requirements and progress updates. These calls also serve as a framework for prioritizing transactions
by region.
As a transaction progresses beyond the origination stage, a deal team is formed. Prior to commencing adetailed review of the opportunity and due diligence, the deal team is responsible for assessing the transaction
environment and committing the appropriate resources to pursuit of the transaction. These arrangements
will vary based on the nature of the transaction environment and may be implemented at various stages of thetransaction process, ranging from basic confidentiality arrangements (in the case of competitive processes)
to exclusivity periods and cost-sharing mechanisms.
Importantly, Brookfield does not typically rely on financial advisors or investment banks to assess andexecute acquisitions. The depth and broad expertise of Brookfield Infrastructure allows for these functions
to generally be conducted in-house. Investment banks are generally hired when specific capital markets
expertise and execution is required.
As the deal team begins its assessment of an investment opportunity, team members will meet withmanagement of the target business or the financial sponsor and perform economic due diligence, including
industry analysis and a high-level valuation. During this phase of the process, the deal team frequently solicits
input from personnel within Brookfield’s operations, such as senior operating executives and the market
research group, and the capital markets team to develop a view of value. In order to summarize its work andfacilitate the vetting of the opportunity internally, the deal team reviews its initial assessment with theChief Executive Officer (“CEO”) of the group and seeks input from members of Brookfield’s investmentcommittee (the “Investment Committee”), where appropriate. Submission of non-binding proposals requires
approval of the regional head, regional chief investment officer, the group CEO, and notification to theInvestment Committee.
Transactions that progress beyond the submission of a non-binding proposal are subject to acomprehensive due diligence process. The deal team engages appropriate third-party advisors, such asengineering firms, environmental and market consultants, legal advisors, and accountants. In many instances,personnel from Brookfield’s business groups will be responsible for reviewing and commenting upon the
output provided by outside consultants. As an example, Brookfield’s market research group is responsible
for reviewing and commenting upon each market consultant’s report, and senior operators will frequently
review and comment on engineering reports.
The due diligence process typically includes meetings with management and site visits of a target
business or a financial sponsor. The deal team, working together with personnel from Brookfield
Infrastructure, synthesizes all information collected from the due diligence process into a detailed financial
model that forms both a cornerstone of Brookfield’s investment decision and the basis of the business plan for
the target business.
Throughout the due diligence process, the deal team engages in ongoing discussion with members of
the Investment Committee and senior infrastructure professionals representing various functions within
Brookfield Infrastructure. Brookfield believes that this “real-time” feedback strengthens the investment theses
and provides the deal team with a competitive advantage in underwriting. Prior to the submission of any
binding proposal, the deal team first presents the opportunity to the group CEO and other senior membersof Brookfield Infrastructure, where appropriate.
If Brookfield makes a non-control equity investment, Brookfield will also review the governanceattached to the minority interest to ensure that appropriate governance rights are in place to protect aninvestment and to effectuate Brookfield’s business plan, similar to how it would for a control or co-control
investment. In addition to board representation or access to management and board members, Brookfieldalso seeks to acquire a significant interest in the classes of securities in which it invests, which is expected
to provide meaningful voting power over matters relating to the rights or obligations attached to those classesof securities. Brookfield also typically requests certain other rights customary for major investors, including
anti-dilution, conversion and information rights, consent/veto rights over certain material decisions, andliquidation preferences.
35

For private debt investments, during underwriting and due diligence, Brookfield’s dedicatedinfrastructure debt investment team is integrated with the broader Brookfield Infrastructure team andworks with the group to ensure that assets are valued in a manner that is consistent with that of equity
investments. Areas of due diligence covered in connection with the underwriting are similar to that of anequity investment and will also include areas specific to debt underwriting and creditor rights. During legal
documentation and closing, Brookfield will seek adequate structural protections, such as limitations on the
incurrence of additional debt and liens, asset sales and investments, and changes of control. Brookfield
will also look to build in covenants with the aim of providing early detection of credit weakness, such as
maximum leverage covenants and restrictions on distributions. Additionally, Brookfield will generally seek
to include step-in rights that would provide the ability to take ownership of an asset with a view to maximizing
recovery proceeds in the event of any distress.
As part of each private investment’s due diligence process, the deal team evaluates, and the Investment
Committee reviews, transaction considerations, which in addition to asset-specific considerations includes
climate risks, anti-bribery and corruption, and health and safety.
Brookfield’s private infrastructure investment teams utilize the Brookfield ESG Due Diligence
Guideline (the “ESG Guideline”) to assist with the identification of material ESG factors when conducting
due diligence. While ESG considerations will vary depending on the type of business, geographic locationand sector of the target investment, the ESG Guideline offers consideration for environmental, social andgovernance matters and assists teams in completing mandatory ESG disclosures included in all investmentcommittee memos.
Following the completion of the due diligence process, the opportunity is formally presented to theInvestment Committee. The Investment Committee’s approval will include a review of the terms andconditions of the transaction, including potential conflicts of interest and relevant investment requirements
related to the Fund, and an authorized price or, where appropriate, price range. Material due diligence
findings are also presented to the Investment Committee for consideration. Unanimous approval by theInvestment Committee is required for all investments.
Asset Management
Control or Co-Control Equity Investments
Following an acquisition, responsibility for the investment is transitioned to the portfolio management
group, with oversight from regional operating partners (the “Regional Operating Partners”). The seniorinfrastructure professionals remain directly involved and are responsible for creating tailored business plans
encompassing all considerations relevant in the underwriting process, while closing any gaps identified
during diligence. Brookfield has an integrated and hands-on asset management philosophy. With a global
business, Brookfield believes that the regional teams are best placed to execute this strategy, as a key part of
Brookfield’s asset management approach is close and frequent interaction with, and strong ongoingsupport of, the senior management of its portfolio investments. This transition can be conducted seamlessly,
as Regional Operating Partners and members of the regional asset management teams are integrally
involved in the due diligence, negotiation, and execution of the original investment.
As the key overseers of the investment, Regional Operating Partners, who are supported by membersof the regional asset management teams, are responsible for executing the business plans that formed thebasis of the underwriting. These professionals collaborate with senior management of the portfolio companies
to develop annual operating budgets and execute financing plans. The Operating Partners and asset
management teams also draw upon the experience and expertise of personnel from Brookfield’s corporate
and business groups as it seeks to optimize asset performance and preserve capital post-acquisition. These
corporate professionals include experts in areas such as ESG, capital markets, capital projects, maintenancecapital, section specialists, tax and legal.
Non-Control Equity Investments
For non-control situations, Brookfield looks for partners that also have deep expertise in the relevant
sector, as well as a common investment philosophy and skills that complement those of Brookfield. Before a36

transaction closes and funds, the investment team will work with the controlling shareholder to create an
asset management plan that identifies potential areas of value enhancement and operational enhancements
for the target investment. After a transaction closes, the investment team will actively partner with thecontrolling shareholder to seek to enhance the value of the business through executing on the aforementioned
activities and will also serve as an ongoing resource for management teams.
Debt Investments
Debt investments will be regularly monitored for compliance with covenants in the loan agreements, its
performance relative to initial expectations and changes in collateral value. Brookfield believes that this asset
management process is designed to seek timely and informed decisions to be made during the term of aninvestment.
From inception until realization, each investment is closely monitored so that Brookfield can seek toremain current on significant activities that could materially impact the collateral. This could include
litigation, partial collateral releases and related debt pay-downs, as well as cash flow sweep events related to
debt service coverage ratio, debt to EBITDA ratios and other triggers.
At least quarterly, and as required, a comprehensive review will be prepared on the status andperformance of the underlying business and/or assets against which loans have been advanced in theportfolio. This review will generally involve, but will not be limited to, a detailed analysis of recent operating
and financial statements, as well as any project status reports obtained from borrowers. In addition, theinvestment team will typically communicate with internal and external contacts with local market knowledge
to gather the latest information on current market trends. We believe that reviewing relevant market
factors enhances the assessment of the expected future performance of the underlying business and improves
the caliber of conclusions reached about credit quality and levels of risk associated with investments in theportfolio.
Exit
Control or Co-Control Equity Investments
For control or co-control core plus/value-add investments, Brookfield generally begins exploring exits
seven to ten years into the lifespan of an investment, or earlier as the opportunity arises. From an operational
standpoint, Brookfield will look to sell a company once all anticipated asset management initiatives havebeen implemented and the investment has been sufficiently de-risked. From a market perspective, Brookfieldpositions itself to exit an investment in optimal market conditions to maximize proceeds. In addition totiming, another aspect that is critical to maximizing value is how an exit is structured. Brookfield will explore
a variety of exit strategies — including, but not limited to, trade sales, partial monetization, and public
offerings.
Non-control Equity Investments
For non-control equity investments, exit strategies will vary by investment but may include (i) exit at
the same time as the majority sponsor or via sale of the security, (ii) refinancing of the capital structure toprovide liquidity to the security, or (iii) mergers with or sales of the portfolio company or asset to financial
institutions or strategic partners, such as private equity funds or large enterprise firms, or initial public
offerings and sales of securities into liquid markets.
For core equity investments, these investments generally are, structured with perpetual ownership or
long-term concession agreements at the time of investment. While operating the asset and monitoring its
relative performance, Brookfield may elect to pursue an asset divestment if the fundamental long-term risk
profile of the investment changes from Brookfield’s underwriting or if in Brookfield’s view the capital could
be better deployed elsewhere.
Debt Investments
Brookfield expects to hold its debt investments to their respective maturity dates or until prepayment
by the borrower, although Brookfield may engage in the sale of certain investments if value would be37

maximized. Each investment will be monitored in relation to Brookfield’s assessment of the likelihood ofsuch an investment being paid in full at maturity, as well as in relation to whether a more beneficial exit orsale of the investment is available. While Brookfield does not make investments with the intention of a“loan-to-own” operation, if a borrower fails to meet its obligations under the terms of a loan, Brookfield
is prepared to leverage its global operating capabilities to step in and pursue foreclosure to protect the capitalin potential default situations.
Portfolio Composition
The Fund’s portfolio will be comprised principally of the following types of investments. A moredetailed description of the Fund’s investment policies and restrictions and more detailed information about
the Fund’s Portfolio Investments are contained in the SAI.
Investments in Private Infrastructure Assets
The Fund seeks to provide exposure to high-quality private infrastructure investments. The Fundleverages the Brookfield infrastructure team’s investment and operating expertise to invest directly in both
equity and debt infrastructure investments across different sectors, geographies, and investment risk profiles.
The Fund will focus its private investments primarily on investments in OECD countries and sectors inwhich Brookfield has an established operating presence — primarily the transport, renewable power &transition, utilities, midstream and data sectors. The Private Portfolio invests directly in individual investment
opportunities sourced by Brookfield’s infrastructure platform that meet the Fund’s investment objectives.
The majority of the Private Portfolio’s equity investments are expected to be operational, while the debt
investments are expected to be performing loans. Development and greenfield projects will not be a key areaof focus for the Fund; however, the Fund may selectively participate in projects where the Adviser believes
there are appropriate risk mitigation features in place to reduce construction risk and provide a high degree ofrevenue certainty.
The Fund does not have set target allocations by investment type and geography, but each potential
investment is considered within the context of broader portfolio construction to ensure diversification
across sectors and geographies.
Investments in Public Securities
The Public Securities Portfolio primarily invests in public infrastructure debt securities, with theflexibility to invest in publicly traded infrastructure equities. The Public Securities Portfolio allows the Fund
to offer monthly subscriptions and quarterly repurchases. The investment focus of the Public Securities
Portfolio is capital preservation and the ability to provide short-term liquidity. Investment professionals at
the Sub-Adviser are responsible for the day-to-day management of the Public Securities Portfolio, subject tothe overall supervision of the Adviser.
The Public Securities Portfolio may invest in, among others, common, convertible and preferred shares,
restricted or private securities, asset-backed securities (“ABS”) including ABS that are backed by interest inreal estate or land, mortgage-backed securities (“MBS”) of any kind, interests in loans and/or whole loanpools of mortgages, mortgage real estate investment trusts (“mortgage REITs”), investment grade fixedincome securities, high yield fixed income securities (“junk bonds”), collateralized loan obligations (“CLOs”),
bank loans (including participations, assignments, senior loans, delayed funding loans and revolving credit
facilities), open-end and closed-end investment companies, including exchange-traded funds (“ETFs”),
exchange-traded notes (“ETNs”), and securities issued and/or guaranteed by the United States Government,
its agencies or instrumentalities or sponsored corporations. The Fund may invest in fixed income securities
of any maturity. The Fund’s investments in MBS may include residential MBS (“RMBS”) or commercial
MBS (“CMBS”).
The Public Securities Portfolio will not invest in Brookfield’s publicly traded affiliates or other publicly
traded Brookfield entities.
38

Derivatives
Generally, derivatives are financial contracts whose value depends upon, or are derived from, the valueof an underlying asset, reference rate or index, and may relate to individual debt or equity instruments,
interest rates, commodities, currencies or currency exchange rates and related indexes.
In the normal course of business, the Fund will be exposed to the effect of interest rate changes, pricechanges and currency fluctuations and may seek to limit these risks by following established risk management
policies and procedures including the use of derivatives. To mitigate exposure to variability in interest
rates, derivatives may be used primarily to fix the rate on debt based on floating-rate indices and manage
the cost of borrowing obligations.
The Fund may use a variety of commonly used derivative products, including interest rate swaps, caps,
collars, floors, options contracts, futures contracts, options (on securities, bonds, currencies, interest rates,
indices or swaps) swaps (including interest rate, credit default, equity index and total return swaps) and otherswap agreements for investment, hedging and risk management purposes. The Fund looks through thetotal return swap contracts and counts the underlying reference assets as investments for purposes ofcalculating the Incentive Fee. Subject to the Fund’s 80% Policy, the Fund may invest without limitation in
Treasury futures, Eurodollar futures, interest rate swaps, swaptions or similar instruments and combinations
thereof. The Fund will use the market value, and not the notional value, of any derivatives used for purposesof the 80% Policy. See “Risks — Derivatives Risk.” We have a policy of entering into contracts with only
major financial institutions based upon minimum credit ratings and other factors. We will periodicallyreview the effectiveness of each hedging transaction.
The Fund will engage in derivative transactions only to the extent such transactions are consistent withthe requirements of the Code for maintaining its qualification as a RIC for federal income tax purposes.
The SEC recently adopted Rule 18f-4 under the 1940 Act, which regulates the use of derivatives, shortsales, reverse repurchase agreements and certain other transactions for certain funds registered under the1940 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.
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.
The Fund intends to limit its engagement in derivative transactions such that it will qualify as a“limited derivatives user” for purposes of Rule 18f-4 such that the Fund will be subject to substantiallyfewer substantive requirements under that rule than would be the case if it did not so qualify. However, there
is no guarantee that the Fund will meet or continue to meet such qualifications, and, as a result, there is arisk that the Fund may become subject to more onerous requirements under Rule 18f-4 than currently
intended.
Temporary Strategies
At times the Adviser may judge that conditions in the markets make pursuing the Fund’s primary
investment strategy inconsistent with the best interests of stockholders. During temporary periods or inorder to keep the Fund’s cash fully invested until the net proceeds of this offering of Shares can be invested
in accordance with our primary investment strategies, the Fund may deviate from its investment policies
and objectives. At such times the Adviser may, temporarily, use alternative strategies primarily designed toreduce fluctuations in the value of the Fund’s assets. If the Fund takes a temporary position, it may be unable39

to achieve its investment objectives. While the Fund would seek to continue to qualify as a RIC during sucha period, there would be no guarantee that it will be able to do so.
In implementing these temporary strategies, the Fund may invest all or a portion of its assets in fixedincome securities; traded infrastructure asset securities; U.S. government securities, including bills, notes
and bonds differing as to maturity and rates of interest that are either issued or guaranteed by the Treasury
or by U.S. government agencies or instrumentalities; certificates of deposit issued against funds depositedin a bank or a savings and loan association; commercial paper; bankers’ acceptances; bank time deposits;
shares of money market funds; securities issued or guaranteed by the federal government or any of its agencies,
or any state or local government; repurchase agreements with respect to any of the foregoing; or any othersecurities or cash equivalents that the Adviser considers consistent with the strategy.
It is impossible to predict when, or for how long, the Fund will use these alternative strategies. Therecan be no assurance that such strategies will be successful.

40

LEVERAGE
The Fund intends to add leverage, from time to time, to its portfolio by utilizing borrowings, such as
through bank loans and/or other credit facilities. The Fund will treat the assets of wholly-owned andcontrolled subsidiaries formed by the Fund as assets of the Fund for purposes of determining compliancewith various provisions of the 1940 Act applicable to the Fund, including those relating to investment policies(Section 8), affiliated transactions and custody (Section 17) and capital structure and leverage (Section 18).
In addition, the Adviser and the Board of Directors will comply with the provisions of Section 15 of the 1940
Act with respect to a subsidiary’s investment advisory contract, as applicable.
The Fund may also enter into other transactions that may give rise to a form of leverage including,among others, loans of portfolio securities. Although it has no current intention to do so, the Fund may
also determine to issue preferred shares or other types of senior securities to add leverage to its portfolio. The
Board of Directors may authorize the issuance of preferred shares without the approval of the stockholdersof the Fund. If the Fund issues preferred shares in the future, all costs and expenses relating to the issuanceand ongoing maintenance of the preferred shares will be borne by the stockholders, and these costs andexpenses may be significant. The Fund may choose to increase or decrease, or eliminate entirely, its use ofleverage over time and from time to time based on the Adviser’s assessment of the yield curve environment,interest rate trends, market conditions and other factors. See “Principal Risks of the Fund — Leverage
Risk.”The net proceeds the Fund obtains from leverage utilized may be invested in accordance with theFund’s investment objective and policies as described in this Prospectus. At such times as the Fund invests
the net proceeds from leverage, so long as the rate of return, net of applicable Fund expenses, on the debt
obligations and other investments purchased by the Fund exceeds the costs to the Fund of the leverage it
utilizes, the investment of the Fund’s assets attributable to leverage will generate more income than will beneeded to pay the costs of the leverage. If so, and all other things being equal, the excess may be used to pay
higher distributions to stockholders than if the Fund were not so leveraged. It is anticipated that the Fund
will have access to a credit facility, which generally will be used for short-term working capital requirements(i.e., funding investments or paying Fund expenses in advance of the receipt of subscriptions) and may
also be used for liquidity purposes.
The 1940 Act generally prohibits the Fund from engaging in most forms of leverage (including the useof bank loans or other credit facilities and loans of portfolio securities) unless immediately after the issuanceof the leverage the Fund has satisfied the asset coverage test with respect to senior securities representing
indebtedness prescribed by the 1940 Act; that is, the value of the Fund’s total assets less all liabilities andindebtedness not represented by senior securities (for these purposes, “total assets”) is at least 300% of thesenior securities representing indebtedness (effectively limiting the use of leverage through senior securities
representing indebtedness to 331∕3% of the Fund’s total assets in accordance with the 1940 Act). In addition,
the Fund is not permitted to declare any cash dividend or other distribution on Shares unless, at the timeof such declaration, this asset coverage test is satisfied. For the purpose of borrowing money, “asset coverage”
means the ratio that the value of the Fund’s total assets, minus liabilities other than borrowings, bears to
the aggregate amount of all borrowings. Certain trading practices and investments may be considered to beborrowings and thus subject to the 1940 Act restrictions. On the other hand, certain practices andinvestments may involve leverage but are not considered to be borrowings under the 1940 Act, such as thepurchasing of securities on a when-issued or delayed delivery basis, entering into reverse repurchaseagreements, credit default swaps or futures contracts, engaging in short sales and writing options on portfolio
securities, so long as the Fund complies with an applicable exemption in Rule 18f-4. Borrowing, especiallywhen used for leverage, may cause the value of the Fund’s shares to be more volatile than if the Fund did notborrow. This is because borrowing tends to magnify the effect of any increase or decrease in the value ofthe Fund’s portfolio holdings. Borrowed money thus creates an opportunity for greater gains, but also greater
losses. To the extent that the Fund engages in borrowings, it may prepay a portion of the principal amountof the borrowing to the extent necessary in order to maintain the required asset coverage. Failure to maintaincertain asset coverage requirements could result in an event of default.
Under the 1940 Act, the Fund is not permitted to issue preferred shares unless immediately after such
issuance the value of the Fund’s asset coverage is at least 200% of the liquidation value of the outstanding
preferred shares (i.e., such liquidation value may not exceed 50% of the Fund’s assets less all liabilities other41

than borrowings and outstanding preferred shares). In addition, the Fund is not permitted to declare any
cash dividend or other distribution on its Shares unless, at the time of such declaration, the value of theFund’s assets less liabilities other than borrowings and outstanding preferred shares satisfies the abovereferenced 200% coverage requirement. If the Fund uses a combination of borrowing (including notes
and other securities representing indebtedness) and issuing preferred shares, the maximum asset coverage
required would be between 300% and 200% depending on the relative amounts of borrowings and preferredshares.
Leveraging is a speculative technique and there are special risks and costs involved. There is no
assurance that the Fund will utilize borrowings, issue preferred shares or utilize any other forms of leverage.
If used there can be no assurance that the Fund’s leveraging strategies will be successful or result in ahigher yield on your Shares. When leverage is used, the NAV of the Shares and the yield to stockholders
will be more volatile. In addition, interest and other expenses borne by the Fund with respect to its use ofborrowings or any other forms of leverage are borne by the stockholders and result in a reduction of the NAVof the Shares.
The Fund also may borrow money in order to repurchase its shares or as a temporary measure forextraordinary or emergency purposes, including for the payment of dividends or the settlement of securities
transactions which otherwise might require untimely dispositions of Portfolio Investments held by the
Fund.

42

RISKS
Investing in the Fund’s Shares involves a number of significant risks. Before you invest in the Fund’s
Shares, you should be aware of various risks, including those described below. The risks set out below are notthe only risks the Fund will face. Additional risks and uncertainties not presently known to the Fund or notpresently deemed material may also impair the Fund’s operations and performance. If any of the following eventsoccur, the Fund’s business, financial condition, results of operations and cash flows could be materially andadversely affected. In such case, the Fund’s NAV could decline, and you may lose all or part of your investment.
The risk factors described below are the principal risk factors associated with an investment in the Fund as
well as those factors generally associated with an investment company with investment objective, investment
policies, capital structure or trading markets similar to the Fund.
GENERALNo 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 COVID-19 also may affect the Fund’s ability to makePortfolio Investments and the value of Portfolio Investments held by the Fund or the Fund’s ability todispose 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 recurrence of such marketplace
events and/or continued volatility in the financial markets could adversely affect the financial resources ofPortfolio Investments. Portfolio Investments can be expected to be sensitive to the performance of theoverall economy. Moreover, a serious pandemic, natural disaster, armed conflict, threats of 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 tomake and/or dispose of Portfolio Investments. No assurance can be given as to the effect 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 and43individual 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 Fundto invest its capital in opportunities that satisfy the Fund’s investment objectives or realize the value ofthese 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 are completed,
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. 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, commodity prices and public security prices. Therefore,
while the Fund or a Portfolio Company may enter into hedging transactions to seek to reduce these risks,
unanticipated changes in currency exchange rates, interest rates, commodity prices or public security pricesthat 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 movementsof the instruments used in a hedging strategy and price movements of the Portfolio Investments being
hedged may vary. Moreover, for a variety of reasons, the Fund or a Portfolio Company may not haveestablished 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 theintended hedge or expose it to risk of loss.
In addition, there is no limit on the exposure that may be incurred to any single counterparty with overthe-counter derivative instruments, exchange listed securities, options, repurchase agreements or other similartransactions and, as a result, if any such counterparty becomes unable to pay amounts due on such
instruments or transactions, the financial losses to the Fund would be greater than if such limits were
imposed.
44

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.
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, commodity prices and public security prices and in any suchcase, the Fund will be exposed to risk that such fluctuation of prices thereof will decline during the termof 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. It is also possible that the Fund could beoverhedged and that could also result in a decline in value during the term of the Portfolio Investment.
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 seek to mitigate theinflation risk to cash flows through escalation provisions linked to the inflation rate. While these provisions
may protect against certain risks, they do not protect against the risk of a rise in real interest rates, which islikely 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 most commonly 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 rateof 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,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 other lessinflationary 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
45

of a particular country in which the Fund invests is influenced by economic and market conditions in othercountries in the same region or elsewhere in the world. Similarly, concerns about the fiscal stability andgrowth prospects of certain European countries in the last economic downturn had a negative impact onmost economies of the Eurozone and global markets. A repeat of either of these crises or the occurrence ofsimilar 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 involvea 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 of46

senior indebtedness. In the event of bankruptcy or liquidation of a borrower or issuer of such securities,
there may not be enough proceeds to repay the holders of 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 thanthat 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.
47

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.
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
48

damage and may be unable to replace the supply or mitigate any such damage, thereby heightening the risksof third-party claims. These assets are also impacted by the interests of local communities and stakeholders,which may affect the operation of such assets. Certain of these communities may have or develop interests orobjectives 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.
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 the49relevant 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 infrastructurecompanies 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,50

or result in fines, penalties or other consequences (including changes to operations) that may be material
and adverse to the Portfolio Investments. Furthermore, in the ordinary course of business utility andmidstream 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 with certainty 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 ofoperations 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 other energy-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 in excess of current operating expenses andconstruction expenditures, permitting some degree of diversification into unregulated businesses.
Some electric utilities have also taken advantage of the right to sell power outside of their traditional
geographic areas. Electric utility companies have historically been subject to the risks associatedwith increases in fuel and other operating costs, high interest costs on borrowings needed for capitalconstruction programs, costs associated with compliance with environmental and safety regulations
and changes in the regulatory climate. As interest rates declined, many utilities refinanced high cost
debt and in doing so improved their fixed charges coverage. Regulators, however, lowered allowed rates
of return as interest rates declined and thereby caused the benefits of the rate declines to be shared
wholly or in part with customers. In a period of rising interest rates, the allowed rates of return may notkeep pace with the utilities’ increased costs. The introduction of competition into the industry as aresult of deregulation has at times resulted in lower revenue, lower credit ratings, increased default risk
and lower electric utility security prices. Such increased competition may also cause long-term
contracts, which electric utilities previously entered into to buy power, to become “stranded assets”
which have no economic value. Any loss associated with such contracts must be absorbed by ratepayers
and investors. In addition, 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, which have burdened the acquirer’s balance
sheet. There is no assurance that current deregulation proposals will be adopted. However, deregulationin any form could significantly impact the electric utilities industry.
• Gas. Gas transmission companies and gas distribution companies are undergoing significant
changes. Many companies have diversified into oil and gas exploration and development, making
returns more sensitive to energy prices. Gas utility companies have been adversely affected bydisruptions in the oil industry and have also been affected by increased concentration and competition.
In certain jurisdictions, acquisitions and dispositions in this industry might require regulatory
approvals and be subject to significant regulatory requirements. Obtaining any such approvals andcomplying with any such regulatory requirements may be costly and/or time-consuming to obtain. For
example, in the United States, 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 and are experiencing
little or no per capita volume growth. Water supply utilities are subject to the risk of existing or51

future environmental contamination, including, among others, soil and groundwater contamination
as well as the delivery of contaminated water, as a result of the spillage of hazardous materials or otherpollutants. Water supply utilities are also subject to the risk of increased costs, which may result
from a number of factors, including fluctuations in water availability or costs associated withdesalination.
Data Risk. There are a number of risks that are intrinsic to the data sector. For example, as there 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 for acquisitions
as well as put pressure on leasing rates for new and renewing customer tower, data center and/or fiberleases. There can be no assurances that leases with current customers will not be terminated or that they will
be renewed or re-let on a timely basis or at favorable net effective leasing rates.
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, theFund 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 or52

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
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,53

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.
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.
Business Transformation. The Fund may make investments that seek to help transition businesses,
primarily within the utility, energy, industrial and technology sectors, towards net-zero business models.
There can be no guarantee that any of these investments will be successful in such endeavor. As a result, such
Portfolio Companies may not be able to achieve their impact objectives. Additionally, should such Portfolio
Companies achieve their transformation objectives, there can be no assurance that such transformationfrom an impact perspective will necessarily result in increased financial returns for the Fund. Any suchinvestment may pursue a business transformation toward a lower carbon business model at considerable timeand financial expense, which may, for a period of time (or indefinitely) result in financial losses, including
54

due to the loss of revenue streams or business contracts. In the same vein, investments by the Fund in its
Portfolio Companies are expected to be particularly spread out over time, given that a significant part of theFund’s capital is expected to be used for purposes of development and capital expenditures. Given that theFund may be contractually obligated to continue to provide funding for a Portfolio Company, irrespective of
market movements, changing regulatory environments, and fluctuations in the price of commodities,
among other emerging risks, such risks may have a greater impact on the Fund than otherwise would be
expected for investment funds with other investment strategies. The Fund’s returns may be adversely impacted
as a result.
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 and/or incremental economic exposure through open market
purchases, registered tender offers, negotiated transactions, private placements or equity derivatives (i.e., total
return swaps), 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 position in the Portfolio
55Company within a short time of acquiring it; there can be no assurance that the price at which the Fundcan sell such securities will not have declined since the time of acquisition. Moreover, this may be exacerbatedby the fact that securities of the companies that the Fund may target may be thinly traded and that theFund’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 ”).
56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
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 this 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 those risks
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.
57

Risks of Investing in Emerging and Developing Markets. The Fund may make Portfolio Investments inemerging or developing markets. The risks associated with global investing are magnified in such markets.
The depth, liquidity, sales volume and stability of other markets are significantly lower in emerging anddeveloping markets as compared to the United States, Canada or Western Europe. Furthermore, political andeconomic structures in countries with emerging or developing economies or stock markets generally lackthe social, political and economic stability characteristic of more developed countries. This instability may
result from, among other things, the following: (a) authoritarian governments or military involvement inpolitical 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 capitaland 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 andracial disaffection; (f) higher levels of corruption of government officials and corporate officers; and(g) interference into political and government affairs by powerful economic groups. This social, political andeconomic instability significantly increases the risk of, and could significantly and adversely affect thevalue 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.
58

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.
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 thisProspectus, will achieve their desired effect and potential investors should regard an investment in the Fund
as being speculative and having a high degree of risk. There can be no assurance that the Adviser will beable to detect or prevent irregular accounting, employee misconduct or other fraudulent practices during thedue diligence phase or during its efforts to monitor a Portfolio Investment on an ongoing basis or 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
59

under the local consumer protection laws, the laws of that jurisdiction may permit authorities or creditors
to file a lien on, or to otherwise have recourse to, assets held by entities under common control or that form
part 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
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,60

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
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 values 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 in61

nature. 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 thevaluations 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 the62Fund 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 Sharesto 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 toparticipate 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, to the extent the Fund borrows to finance the making of repurchase offers by the Fund, intereston such borrowings reduces the Fund’s net investment income. In order to fund repurchase requests, theFund 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.
Claims Against Brookfield; Regulatory Investigations. Brookfield is a global asset manager with many
investment strategies and offices and employees around the world. Given the broad spectrum of operationsof Brookfield and its affiliates, claims (or threats of claims) and governmental investigations, examinations,requests for information, audits, inquiries, subpoenas and other regulatory or civil proceedings can and do
occur in the ordinary course of its and its affiliates’ (including the Adviser’s) business. Such investigations,actions and proceedings may impact the Fund, including by virtue of reputational damage to Brookfield(including the Adviser), or otherwise. The unfavorable resolution of such items could result in criminal orcivil liability, fines, settlements, charges, penalties or other monetary or non-monetary remedies or sanctions
that could negatively impact Brookfield (including the Adviser). In addition, such actions and proceedings
may involve claims of strict liability or similar risks against the Fund in certain jurisdictions or in connection
with certain types of activities. While Brookfield (including the Adviser) has implemented policies andprocedures designed to protect against non-compliance with applicable rules and regulations, there is no
guarantee that such policies and procedures will be adequate or will protect Brookfield in all instances.
Risk of Brookfield Credit Event or Adverse Effect on Brookfield’s Operations. Although the Fund,the Adviser are separate legal entities from other entities of Brookfield, in the event that Brookfield were toexperience material financial distress or a downgrade in its credit rating, or if there were a change ofcontrol of Brookfield, the Fund could nonetheless be adversely affected. In that regard, financial distress, acredit rating downgrade or change of control of Brookfield or the Adviser could cause the Adviser tohave difficulty retaining personnel, or otherwise adversely affect the Fund and its ability to achieve its
investment objectives. Such an event may also cause a default, reduction in borrowing base or other adverse
effect with respect to indebtedness incurred by the Fund. Similarly, if other Brookfield Accounts were toincur substantial losses, the revenues of Brookfield may decline substantially. Such diminishment in revenues
could affect the ability of Brookfield to satisfy any substantial drawdowns in respect of its capital
contributions or its commitments to investments or prospective investments.
Adverse Publicity. Each of the Fund and the Adviser face the risk of negative publicity, including inmatters such as labor disputes and adverse environmental attention, as well as matters arising out ofmunicipal and federal government scrutiny both in the United States and globally. Additionally, Portfolio
Company employees and Brookfield employees could pursue claims against Brookfield or the Fund, which
may draw negative publicity, as well as negative news media attention. Such adverse publicity may have amaterial effect on the Adviser’s ability to source Portfolio Investments or otherwise meet the Fund’sinvestment objectives.
Follow-On Investments. Following an initial Portfolio Investment, the Fund could be called upon toprovide additional funds or have the opportunity to increase its Portfolio Investments in, or relating to,existing Portfolio Investments, subject to certain limitations in the Advisory Agreement and herein. There is
no assurance that the Fund will make Follow-On Investments or that the Fund will have sufficient funds
to make any such Follow-On Investments. Any decision by the Fund not to make a Follow-On Investment
or its inability to make a Follow-On Investment could have a substantial negative impact on the original
Portfolio Investment and could result in missed opportunities for the Fund or could result in the dilutionof such Portfolio Investments (in the event alternative capital is used to satisfy such additional funding needs,
for example from additional third-party co-investors or from Brookfield Accounts including proprietaryaccounts of Brookfield). In certain circumstances, a Follow-On Investment could arise because of an adverse
development at a Portfolio Investment and the funding of such Follow-On Investment may not necessarily
63address such development, and could potentially result in an increased loss by the Fund in respect of such
Portfolio Investment. Subject to any applicable limitations noted in “Allocation of Investment Opportunities”
below, or in this Prospectus, another Brookfield Account could invest in any Follow-On Investment in lieu
of, or alongside, the Fund. Additionally, if the Fund makes a Follow-On Investment, there is no assurance thatsuch Follow-On Investment will be successful. Finally, the tax consequences to investors of a Follow-On
Investment will likely be determined, at least in part, by the investment structure of the Portfolio Investment
previously made by the Fund. Such tax consequences may adversely impact investors due to changes to
U.S. or non-U.S. tax laws that are made after the Fund’s original Portfolio Investment but before a Follow-On
Investment is made.
In the event that an initial investment in a Portfolio Company was shared between the Fund, other
Brookfield Accounts and/or other third parties (including co-investors), and a Follow-On Investment
opportunity arises with respect to such initial Portfolio Investment, the Follow-On Investment will notnecessarily be made in the same proportions as the initial Portfolio Investment (including, among otherreasons, if (i) the relevant entities having different views as to the desirability of the Follow-On Investment
or different amounts of available capital, (ii) the Follow-On Investment opportunity has a different investment
profile or attributes less suited to the relevant entities, (iii) a Brookfield Account had participated in theapplicable initial Portfolio Investment in support of the Fund and determines that similar support is notneeded or appropriate in respect of the applicable Follow-On Investment or (iv) in situations where Brookfield
had earlier provided interim financing in lieu of the Fund providing a Bridge Financing (see “Risk ofBridge Financings” below)). In such cases, one or more such entities’ interest in such initial Portfolio
Investment will be diluted at a valuation that will be determined by the Adviser or an affiliate thereof. There
could be differing views as between the entities being diluted, on the one hand, and the entities being
accreted, on the other hand, regarding such valuation. See also “Valuations” above. It is also possible thatsuch a Follow-On Investment could be made in a part of a Portfolio Company’s capital structure that isdifferent from the part of such Portfolio Company’s capital structure in which the initial Portfolio Investment
was made.
Generally, the Fund will make Follow-On Investment opportunities available pro rata in accordancewith initial Portfolio Investments; however, because of timing or other considerations, the Fund could makethat portion of a Follow-On Investment that is attributable to co-investors or other Brookfield Accounts
as a bridge financing and thereafter sell down a portion of such Follow-On Investment to such co-investorsor other Brookfield Accounts. In this situation, there is no guarantee that the co-investors or other
Brookfield Accounts will acquire their portion of the Follow-On Investment from the Fund and in certain
cases, co-investors and other Brookfield Accounts could be given the opportunity to evaluate such Follow-On
Investment over an extended period before determining whether to invest. Additionally, to the extent theAdviser determines it is appropriate and where the Fund has sufficient available capital for such purpose(taking into account any applicable funding obligations or other applicable considerations), the Fund could
provide other interim financing to a Portfolio Investment for purposes of efficiency, administrative or
operational convenience or other similar considerations, in respect of the portion of a Follow-On Investment
attributable to co-investors which have not participated in such Follow-On Investment. It is possible thatsuch additional portion of a Follow-On Investment will not be subsequently syndicated but instead is repaidby the Fund. The Fund could or could not receive compensation or interest for making the Follow-On
Investment or providing such other financing on behalf of co-investors and, to the extent such amounts areheld on the Fund’s credit facility, the Fund could be responsible for any interest payments payable inrespect thereof. In the event that co-investors fail to acquire, or determine not to acquire, their portion of a
Follow-On Investment from the Fund, the Fund will have an allocation (and related expenses) that will belarger than originally anticipated if the Adviser is unable to syndicate such portion.
Borrowing. Subject to certain limitations set forth in this Prospectus and under applicable law, theFund 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 assets of
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, suchas a significant rise in interest rates, may cause the Adviser, in its discretion, to elect not to incur suchleverage.
64

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 leverage senior to the Fund’s Portfolio Investment, a portion of which
may be secured by first liens and/or may be at floating interest rates). While an investment in a leveraged
Portfolio Company offers the opportunity for increased capital appreciation, and although the Adviser willseek to use leverage in a manner it believes is appropriate under the then-circumstances, such a Portfolio
Investment will be subject to increased exposure to adverse economic factors such as a significant rise ininterest rates, a severe downturn in the economy or deterioration in the condition of such Portfolio Company,
and such Portfolio Company may be subject to restrictive financial and operating covenants. This leverage
may result in more serious adverse consequences to such Portfolio Investments (including their overallprofitability or solvency) in the event these factors or events occur than would be the case for less leveraged
companies. This could impair such Portfolio Company’s ability to finance its future operations andcapital 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/or interest 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 besignificantly reduced or even eliminated. The debt securities acquired by the Fund will generally not be themost 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 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.
65

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. See also “Co-Investment Expenses.”
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. See “Allocation of Co-Investments” below. 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 theFund 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. See also “Follow-On Investments” above.
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
this Prospectus is being issued. The fees, costs and expenses incurred by stockholders in converting theirlocal currency to United States dollars (if applicable) in order to purchase Shares will be borne solely by suchstockholder. In addition, it may be the case that the aggregate amount that a stockholder is required tocontribute 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.
66

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 Fund andthe 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 thestockholders. 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 theft67

of a stockholder’s data or funds, the inability to access electronic systems, disruption of its business, loss ortheft 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 this Prospectus. The Adviser intends tomonitor any such administrator and its performance. However, there is no assurance that such administrator
will comply with its obligations to the Fund or that the Fund will be able to recover in part or in full any
damages caused by any failure of such administrator to comply with such obligations, including as a resultof such administrator’s bankruptcy, lack of liquidity, operational failure or otherwise. Investors will not havethe ability to bring a direct claim against any such administrator and, to the extent that such administrator
is performing obligations of the Adviser or its affiliates, the Advisory Agreement includes exculpation andindemnification provisions that will limit the circumstances under which the Adviser and its affiliates canbe held liable to the Fund. The Fund would pay all fees payable to any such administrator with respect to theservices 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 such administrator.
Under the services agreement, the Fund may agree to indemnify and hold harmless any such administrator
and its related parties.
Regulatory Risks. As an affiliate of Brookfield, which has regulated activities, the 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 inconnection 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.
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 to68

comply 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.
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 also69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, as
defined 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%
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.
70

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 to suchtax liabilities. Moreover, accounting standards or related tax reporting obligations may change, giving riseto 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 fromoperations, 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.
Sourcing and Payment of Distributions. The Fund’s ability to make distributions to its stockholders
may be adversely affected by a number of factors, including the risk factors described in this Prospectus.
The Fund has a limited track record and may not generate sufficient income to make distributions to theFund’s stockholders. The Adviser or its delegate will make determinations regarding distributions based
upon, among other factors, the Fund’s financial performance, debt service obligations, debt covenants, tax
requirements and capital expenditure requirements. Among the factors that could impair the Fund’sability to make distributions to its stockholders are:• the Fund’s inability to invest the proceeds from sale of Shares on a timely basis;• the Fund’s inability to realize attractive risk-adjusted returns on the Fund’s Portfolio Investments;• high levels of expenses or reduced revenues that reduce the Fund’s cash flow or non-cash earnings;
and71• defaults in the Fund’s investment portfolio or decreases in the value of the Fund’s Portfolio
Investments.
As a result, the Fund may not be able to make distributions to its stockholders at any time in the
future, and the level of any distributions the Fund does make to stockholders may not increase or even be
maintained over time, any of which could materially and adversely affect the value of an investment in theFund.
The Fund may not generate sufficient cash flow from operations to fully fund distributions tostockholders, particularly during the early stages of the Fund’s operations. Therefore, the Fund may fund
distributions to the Fund’s stockholders from sources other than cash flow from operations, including, without
limitation, the sale of assets, borrowings, return of capital or offering proceeds (including from sales ofShares). The extent to which the Fund pays distributions from sources other than cash flow from operations
will depend on various factors, the extent to which the Adviser elects to receive its Management Fee andIncentive Fee in the Fund’s Shares, how quickly the Fund invests the proceeds from this and any futureoffering and the performance of the Fund’s Portfolio Investments. Funding distributions from the sales ofassets, borrowings, return of capital or proceeds of the offering will result in the Fund having less funds
available to acquire its Portfolio Investments. As a result, the return realized on an investment in the Fund
may be reduced. Doing so may also negatively impact the Fund’s ability to generate cash flows. Likewise,
funding distributions from the sale of additional securities will dilute your interest in the Fund ona percentage basis and may impact the value of your investment especially if the Fund sells these securities
at prices less than the price you paid for your Shares. The Fund may be required to continue to fund the Fund’s
regular distributions from a combination of some of these sources if the Fund’s Portfolio Investments failto perform, if expenses are greater than the Fund’s revenues or due to numerous other factors. The Fund has
not established a limit on the amount of its distributions that may be paid from any of these sources.
To the extent the Fund borrows funds to pay distributions, it would incur borrowing costs and theseborrowings would require a future repayment. The use of these sources for distributions and the ultimate
repayment of any liabilities incurred could adversely impact the Fund’s ability to pay distributions in future
periods, decrease the Fund’s NAV, decrease the amount of cash the Fund has available for operations andnew investments and adversely impact the value of your investment.
The Fund may also defer operating expenses or pay expenses (including the fees of the Adviser) with
Shares in order to preserve cash flow for the payment of distributions. The ultimate repayment of thesedeferred expenses could adversely affect the Fund’s operations and reduce the future return on yourinvestment. The Fund may permit the Adviser to withdraw Shares shortly after issuing such Shares ascompensation. The payment of expenses in Shares will dilute your ownership interest in the Fund’s portfolioof assets. There is no guarantee any of the Fund’s operating expenses will be deferred and the Adviser isunder no obligation to receive future fees or distributions in Shares and may elect to receive such amounts
in cash.
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, and72

may 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 theFund 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 the specificinvestments made by the Portfolio Funds or the Portfolio Fund Managers, or the terms of any suchinvestments. 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 investment
73

companies, 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 thesecurities of any other person and marked to clearly identify such securities as the property of suchinvestment company and which contains other provisions designed to protect the assets of such investmentcompany. The Portfolio Funds in which the Fund will invest may maintain custody of their assets withbrokerage firms which do not separately segregate such customer assets as would be required in the case ofregistered investment 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 tohold Portfolio Fund assets could have a greater adverse effect on the Fund than would be the case if custodyof assets were maintained in accordance with the requirements applicable to registered investmentcompanies. There is also a risk that a Portfolio Fund Manager could convert assets committed to it by theFund to its own use or that a custodian could convert assets committed to it by a Portfolio Fund Manager to
its own use. There can be no assurance that the Portfolio Fund Managers or the entities they manage willcomply with all applicable 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 anticipatedby 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
74

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 a
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 on75

the basis of control), and, therefore, the prohibitions of the Investment Company Act with respect toaffiliated transactions could apply in certain situations where the Fund owns less than 5% of the voting
securities of a Portfolio Fund. If the Fund is considered to be affiliated with a Portfolio Fund, transactions
between the Fund and such Portfolio Fund may, among other things, potentially be subject to theprohibitions of Section 17 of the 1940 Act notwithstanding that the Fund has entered into a voting waiverarrangement.
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 wererequired 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.
76

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 Repurchases. 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; or• 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.

77

CONFLICTS OF INTEREST
The underlying relationships among the Fund, the Adviser and other Brookfield affiliates set forth in thissection titled “Conflicts of Interest” are subject to compliance, in each case, with applicable law, regulations,public guidance of the SEC and the terms and conditions of the Fund’s Co-Investment Exemptive Relief. As aresult, certain of the transactions, relationships and processes and protocols described below may not be applicableto the Fund, or may require modifications in order to be legally permissible and comply with applicable law,regulations, public guidance of the SEC, including its “policy statements” and “interpretive” releases, and the
Co-Investment Exemptive Relief.
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 Prospectus, a key element of theFund’s strategy is to leverage Brookfield’s experience and expertise and its broad reach, relationships andposition in the market for investment opportunities and deal flow, financial resources, access to capital markets
and operating needs. Brookfield believes this is in the Fund’s and its Portfolio Investments’ best interests.
However, being part of this broader platform, as well as activities of and other considerations relating to
Brookfield and Brookfield Accounts, give rise to actual or potential conflicts of interest which may not be
resolved in favor of the Fund’s 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.
The discussion below enumerates certain actual and potential conflicts of interest that are expected toarise in connection with Brookfield Activities (including those relating to Brookfield Accounts), on the one
hand, and the services Brookfield provides to the Fund and in connection with the Fund’s activities, on
the other hand. These conflicts of interest do not purport to be a complete list or explanation of all actualor potential conflicts of interest that could arise in connection with an investment in the Fund. Dealing withconflicts of interest is difficult and complex, and it is not possible to predict all of the types of conflicts
that may arise. Brookfield will monitor potential conflicts of interest and manage such conflicts of interest
with regard to the interests of both the Fund and relevant other Brookfield Accounts. However, conflicts may
not always be resolved in a manner that is favorable to the Fund. Prospective investors should note that
Brookfield often holds significant proprietary interests in Brookfield Accounts, and it is expected that in somecases conflicts of interest may arise between the Fund and another Brookfield Account in which Brookfield
has a larger absolute and/or relative interest than its interest in the Fund. In such circumstance, Brookfield’s
conflict of interest will be more pronounced. For the avoidance of doubt, Brookfield is not required to andgenerally does not expect to seek Board approval to manage the conflicts of interest described herein orother potential conflicts of interest that may arise from time to time unless required by applicable law or the
Articles of Incorporation. To the extent that prospective investors would benefit from an independent
review, such benefit is not available through the Fund’s counsel or through the Adviser or any of their78

respective affiliates. Prospective investors are encouraged to seek the advice of independent legal counsel in
evaluating the conflicts involved in the offering and operation of the Fund.
ALLOCATION OF INVESTMENT OPPORTUNITIESAllocation of Investment Opportunities. Brookfield provides investment advice and performs related
services for other Brookfield Accounts (including, amongst others, for its own account and/or accounts thatare being seeded and/or incubated) which are similar to the advice to be provided and services to be
performed by Brookfield for the Fund. Certain Brookfield Accounts have (and additional future Brookfield
Accounts will in the future have) investment mandates that overlap with those of the Fund and, in somecases, both the Fund and certain of these Brookfield Accounts may seek an allocation to the same investment
opportunities. As noted elsewhere in this Prospectus, the Adviser’s allocation policy is designed to fairly
and equitably distribute investment opportunities over time among funds or pools of capital managed by
the Adviser and its affiliates and, as a result, the Fund may receive a smaller allocation of such opportunities
than would otherwise have been the case.
Notwithstanding the foregoing, Brookfield manages and participates in, and will in the future manageand participate in, Brookfield Accounts that have or will have overlapping investment mandates with theFund. For the avoidance of doubt, Brookfield Accounts include public and private investment vehicles,
programs and accounts that provide seed capital and/or participate in certain investments on behalf of a
Brookfield Fund that is being established or expected to be established. In addition, Brookfield expects tocontinue to manage and participate in new businesses and strategies.
Investment opportunities generally will be allocated pursuant to (and in accordance with) the Fund’sand other Brookfield Accounts’ investment priorities (if any), in all cases subject to the fiduciary duties of
the Adviser as well as compliance with the requirements and conditions associated with the Co-Investment
Exemptive Relief. Under certain circumstances, subject to compliance with applicable law and the terms of
the Co-Investment Exemptive Relief, where the investment mandate of the Fund overlaps with theinvestment mandate of one or more Brookfield Accounts, any investment opportunity that is suitable for
the Fund and one or more other Brookfield Account(s) will be allocated among the Fund and such other
Brookfield Account(s) on a basis that the Adviser believes is fair and equitable taking into account various
factors, including: (A) the size, nature and type of the investment opportunity (including the risk andreturn profiles of the opportunity, expected holding period and other attributes) as well as its fit within eachaccount’s investment focus; (B) the nature of the investment focus, objectives, strategies and target rates ofreturn of the Fund and such other accounts (including the investment guidelines and limitations governing
the Fund and such other accounts); (C) the relative amounts of capital available for investment;(D) principles of diversification of assets and portfolios (e.g., geographic and/or asset concentrationconsiderations); (E) the expected future capacity of the Fund and such other accounts; (F) cash and liquidity
needs, including for pipeline, follow-on and other opportunities pursued by the Fund and such otheraccounts; (G) the availability of other appropriate or similar investment opportunities; and/or (H) otherconsiderations deemed relevant by the Adviser (including legal, regulatory, tax, structuring, compliance,
investment-specific, timing and similar considerations).
The determination of whether a Portfolio Investment is within the scope of the Fund’s investment
mandate or more suitable for another Brookfield Account will be made in the discretion of the Adviser.
Further, if Brookfield determines that the investment opportunities in respect of a particular sector (which
can be comprised of multiple industries) or region are expected (in the fullness of time) to exceed theinvestment limitations (or appropriate portfolio concentration) related thereto, Brookfield may act as generalpartner and/or manager to, and otherwise participate in, investment funds that invest in such sectors or
regions, including via public or private vehicles managed by Brookfield, co-investment vehicles, separate
accounts, strategy-specific vehicles, region-specific vehicles, and sector-specific vehicles or other similar typeof vehicle or account (each, a “Sidecar Fund”), and any investment opportunity related thereto will
thereafter be allocated between the Fund and the applicable Sidecar Fund on a basis that the Adviser
believes is fair and equitable taking into account various factors, including the factors listed inclauses (A) – (H) above.
From time to time, in applying the principles described above, Brookfield could determine that an
investment opportunity will be shared among two or more Brookfield Accounts by causing one Brookfield79

Account to acquire certain portions of the investment opportunity while one or more other Brookfield
Accounts acquire other portions. In such cases, Brookfield will value the portion of the opportunity allocatedto each Brookfield Account (which will impact the purchase price paid by such Brookfield Account) andallocate transaction expenses among such Brookfield Accounts in accordance with its fiduciary duties to the
Brookfield Accounts, consistent with each Brookfield Account’s governing documents and Brookfield’sinternal policies and procedures, in particular those relating to the underwriting and valuation of investment
opportunities and allocation of fees and expenses. Notwithstanding the foregoing, Brookfield generally
will not, unless otherwise required to pursuant to applicable law and/or regulation, seek independent review,
opinion, support and/or appraisal for such allocation and/or valuation determinations, including insituations where Brookfield has different economic interests in the participating Brookfield Account(s).
The process for making allocation determinations is inherently subjective and the factors consideredby the Adviser in allocating investments among the Fund and other Brookfield Accounts are expected tochange over time (including to consider new, additional factors) and one or more different factors are likely
to be emphasized or be considered less relevant with respect to different investments depending on thethen-existing facts-and-circumstances deemed relevant by Brookfield and taking into account the broader
facts and circumstances and portfolio construction considerations applicable to each Brookfield Account. In
some cases, this will result in certain transactions being shared among two or more Brookfield Accounts,
while in other cases it will result in one or more Brookfield Accounts being excluded from an investment
entirely. Since certain Brookfield Accounts represent Brookfield’s proprietary investment activities, the factthat investment opportunities deemed unsuitable for the Fund may be pursued by Brookfield itself presents
a conflict of interest when making such suitability determination. Brookfield will make such suitability
determination in a manner consistent with its fiduciary duties to the Fund, applicable law, and the terms of
the Co-Investment Exemptive Relief but will not be required to disclose to the stockholders the specificinstances in which Brookfield has pursued an investment on a proprietary basis after having deemed it
unsuitable for the Fund. Additionally, from time to time, Brookfield may identify an investment opportunitythat could otherwise be suitable for the Fund, but which, as a result of the particular facts and circumstances
surrounding such investment opportunity at such time, Brookfield determines is not appropriate for theFund and instead and invests on its own behalf (for example, if such investment opportunity falls within asector, industry, or geography that is relatively new to Brookfield and therefore Brookfield determines it does
not have sufficient expertise, knowledge or scale to invest prudently on behalf of the Fund). In such cases,
subsequent similar investment opportunities may be allocated to the Fund or its successors, even when theoriginal similar investment opportunities were pursued by Brookfield on a proprietary basis.
Furthermore, Brookfield may be offered a future investment opportunity related to, or arising from, an
existing Portfolio Investment (including opportunities that align with and/or are otherwise synergistic with
Portfolio Investments), and such future investment opportunity may be allocated to another Brookfield
Account instead of being allocated to the Fund because of timing (e.g., too late in the term of the Fund),portfolio construction considerations or other considerations. These subsequent investments may dilute orotherwise adversely affect the interests of the previously invested Brookfield Accounts (including the Fund).
As a result of the foregoing, opportunities sourced by Brookfield that would otherwise be suitable for
the Fund may not be available to the Fund in their entirety and/or the Fund may receive a smaller allocationof such opportunities than would otherwise have been the case. See “Allocation of Co-Investments” below.
For the avoidance of doubt, any investment opportunity allocated to the Fund may not ultimately bemade by the Fund due to portfolio construction or other similar considerations (including, but not limited
to, the availability of capital (or lack thereof), any applicable investment limitations or other concentrationconsiderations), as determined by the Adviser in its discretion. As a result, the Fund may not invest thefull amount of any investment opportunity that was allocated to it.
From time to time, the Fund may fund deposits or incur other costs and expenses (including broken
deal costs, in the case of an investment that is not consummated) in respect of an investment opportunitythat is ultimately shared with or made entirely by another Brookfield Account. In such cases, such other
Brookfield Account would be expected to reimburse the Fund for such deposits or other costs or expenses. In
other cases, another Brookfield Account may fund deposits or incur other costs and expenses in respect of
an investment opportunity that is ultimately shared with or made entirely by the Fund, in which case the Fund
will similarly be expected to reimburse such other Brookfield Account for such deposits or other costs or80

expenses. Additionally, any such reimbursements are expected, but not guaranteed, to include expenses(including interest and other amounts related to borrowings) incurred by the Fund or such other Brookfield
Account, but are not expected to include any interest or other compensation for making any deposits orfunding such other costs or expenses, which interest will generally be set at a rate aligned with such Brookfield
Account’s credit facility, the preferred return of such Brookfield Account or another rate determined by
Brookfield to be reasonably applicable (which rate may be higher or lower than the rate applicable to thereimbursing Brookfield Account’s credit facility).
Incentive to Allocate Investment Opportunities Among the Fund, Co-Investment Vehicles and Other
Brookfield Accounts. Notwithstanding the following, Brookfield will make allocation and valuation
decisions in accordance with its fiduciary duties to Brookfield Accounts and applicable law, consistent witheach Brookfield Account’s governing documents and Brookfield’s internal policies and procedures.
Brookfield will generally have different economic interests in different Brookfield Accounts, including
among other things because certain Brookfield Accounts are wholly-owned by Brookfield; Brookfield makes
different capital commitments or contributions to different Brookfield Accounts; certain Brookfield
Accounts pay carried interest at different rates, and/or are more (or less) likely to generate any carriedinterest at all or to generate carried interest earlier (or later) in time; and/or because certain Brookfield
Accounts charge management fees that are calculated based on their amount of capital deployed. As a result,
there could be circumstances in which the aggregate economic benefit to the Adviser and its respective
affiliates from allocating an investment opportunity in whole or in part to another Brookfield Account(including a co-investment vehicle) is (or is expected to be) greater than if the particular investments weremade solely by the Fund. For example, the Adviser and its respective affiliates may not be required to offset
certain transaction, break-up and other fees against management fees for co-investments. Similarly, given
its varying economic interests in different Brookfield Accounts, Brookfield will face conflicts of interests invaluing portions of an investment opportunity that is allocated among different Brookfield Accounts, inparticular where a portion of the opportunity is to be allocated to a Brookfield Account in which Brookfield
has a significantly larger economic interest relative to the other Brookfield Account that is participating in
the opportunity.
Allocation of Co-Investments. Investing in the Fund does not entitle any stockholder to allocations of
co-investment opportunities and will not have any right to receive co-investments. To the extent the Adviser
determines, in its discretion, that an investment opportunity that is to be offered to and executed by theFund, in accordance with “Allocation of Investment Opportunities” above, exceeds the amount appropriate
for the Fund (which will, in some cases, as determined by the Adviser in its discretion, be less than the
maximum concentration permitted under this Prospectus), the Adviser may, in its discretion, offer to one
or more third parties — including, in each case, Brookfield Accounts — the ability to participate in suchopportunity as a co-investor on such terms and conditions as the Adviser determines and as is consistent with
the Co-Investment Exemptive Relief. In addition, the Adviser may offer (and in the past has offered)potential co-investment opportunities to one or more third parties that are potentially of strategic benefit to
the applicable investment opportunity and/or the Fund as a whole (“Strategic Co-Investors”). Co-investment
opportunities may be offered to Strategic Co-Investors irrespective of whether the available investment
opportunity exceeds the amount that would otherwise be appropriate for the Fund, and therefore,
participation of a Strategic Co-Investor may reduce the amount of the investment opportunity available to
the Fund.
Drag-Along Provisions. It is likely that the Fund will be subject to certain drag-along provisions in thecontext of co-investments with other Brookfield Accounts, in each case subject to applicable law and relevant
contractual obligations. There may be situations where the timing and terms of any disposition of Portfolio
Investments by the Fund as a result of such a drag-along provision may have the effect of providing
benefits (economic or otherwise) to one or more other Brookfield Accounts that do not accrue to the Fundin whole or in part. Similarly, a drag-along provision may have the effect of requiring the Fund to disposeof assets that the Adviser, in the absence of the drag-along provision, might have determined to dispose of ata different time or in a different manner. This could have a material adverse effect on the Portfolio Investment
results realized by the Fund with respect to any Portfolio Investments (or any portion thereof) disposedof pursuant to a drag-along provision. There could also be circumstances where a drag-along sale would be
beneficial to the Fund, but the Fund is prohibited by law, rule or regulation from participating in thetransaction.
81

Conflicts with Secondary Funds. Brookfield sponsors, manages and invests in certain Brookfield
Accounts that focus on making secondary investments (such Brookfield Accounts, “Secondary Funds”),
including investments in pooled investment vehicles managed by third parties (“Third Party Vehicles”),
recapitalizations of Third Party Vehicles and related investments (collectively, “Secondary Investments”).
Such Secondary Funds and Third Party Vehicles are expected to include one or more Brookfield Accounts
that focus on making Secondary Investments in respect of infrastructure assets that are consistent with thetypes of Portfolio Investments targeted by the Fund. See also “Allocation of Investment Opportunities” above.
Other Brookfield Accounts (including the Fund) and their investments are expected to compete with such
Third Party Vehicles for investment opportunities and are expected to manage competing assets. For example,
in a competitive auction process, Third Party Vehicles and Brookfield Accounts (including the Fund)
could be potential bidders. Similarly, Third Party Vehicles could invest in an asset that competes with anasset held by a Brookfield Account (including the Fund) for tenants, market share or other matters.
In order to mitigate potential conflicts of interest in these situations, Brookfield may but will not be
obligated to take one or more of the following actions (as it determines in its sole discretion): (i) causing theSecondary Fund to remain passive in, or recuse itself from, a situation in which it is otherwise entitled tovote, which would mean that the Secondary Fund defers to the decision or judgment of the Third Party
Vehicle or third-party investor(s) in such Vehicle, with respect to certain decisions; (ii) causing the Secondary
Fund to hold only non-controlling interests in an investment without governance rights; (iii) referring thematter to one or more persons that is not affiliated with Brookfield; (iv) consulting with and seeking theconsent of the Board of Directors, the limited partners of the Secondary Fund (as deemed appropriate by
Brookfield) on such matter; or (v) establishing ethical screens or information barriers (which can be
temporary and of limited purpose) designed to separate Brookfield investment professionals to act
independently on behalf of the Secondary Fund, on the one hand, and the other Brookfield Account(including the Fund), on the other hand, in each case with support of separate legal counsel and otheradvisers.
At all times, Brookfield will endeavor to treat all Brookfield Accounts fairly, equitably and in an
impartial manner. However, there can be no assurance that any action or measure pursued by Brookfield
will be feasible or effective in any particular situation, or that its own interests won’t influence its conduct, and
it is possible that the outcome for the Fund will be less favorable than otherwise would have been the case
if Brookfield did not face these conflicts of interest. In addition, the actions and measures that Brookfield
pursues are expected to vary based on the particular facts and circumstances of each situation and, as such,there will be some degree of variation and potentially inconsistency in the manner in which these situations
are addressed.
Pursuit of Investment Opportunities by Certain Non-Controlled Affiliates. Certain companies affiliatedwith Brookfield (a) are controlled, in whole or in part, by persons other than BAM or entities controlled byit, including, for example, joint ventures or similar arrangements with third parties where Brookfield does
not have complete control or (b) do not coordinate or consult with the Adviser with respect to investment
decisions (together, “Non-Controlled Affiliates”). Such Non-Controlled Affiliates are likely to have investment
objectives that overlap with the Fund’s investment objectives and conflicts are likely to arise therefrom. For
example, from time to time such Non-Controlled Affiliates or investment vehicles managed by such NonControlled Affiliates will pursue investment opportunities which are suitable for the Fund, but which are
not made available to the Fund since such Non-Controlled Affiliates do not consult with and/or are notcontrolled by BAM.
CONFLICTS RELATING TO INVESTMENTS BY OTHER BROOKFIELD ACCOUNTS
Advice to Other Brookfield Accounts May Conflict with the Fund’s Shares. It is expected that Brookfield(including through the Adviser, their personnel or one of their affiliates) will give advice, and take actions,with respect to current or future Brookfield Accounts (including proprietary accounts of Brookfield) that willcompete or conflict with the advice the Adviser gives to the Fund, or will involve a different timing or
nature of action than that taken with respect to the Fund, and (b) investments by Brookfield Accounts may
have the effect of diluting or otherwise disadvantaging the values, prices, or investment strategies of theFund. When another Brookfield Account either manages or implements a portfolio decision ahead of, or82

contemporaneously with, portfolio decisions for the Fund, market impact, liquidity constraints, or otherfactors could result in the Fund receiving less favorable results, paying higher transaction costs, or being
otherwise disadvantaged.
In making certain decisions with regard to the Portfolio Investments that compete with or differ fromthe interests of one or more Brookfield Accounts, the Adviser could face certain conflicts of interest between
the interests of the Fund and the interests of such Brookfield Accounts. These potential conflicts will be
exacerbated in situations where Brookfield is entitled to higher fees from other Brookfield Accounts thanfrom the Fund, where portfolio managers making an allocation decision are entitled to performance-based
compensation from another Brookfield Account, where there are differences in proprietary investments in theFund and another Brookfield Account (including the Related-Party Investor) or where there are capacity
constraints with respect to a particular strategy or opportunity as a result of, for example, position limits
and/or regulatory reporting obligations applicable to the Adviser. In addition, as a Portfolio Investmentchanges over time, additional conflicts of interest are expected to arise, including as a result of earlier
investment allocation decisions. Brookfield (including in its capacity as the general partner or investment
manager of a Brookfield Account) will determine the appropriate investment decision for each Brookfield
Account (including the Fund) and Brookfield, taking into account the mandate and interests of such
Brookfield Account (where applicable) and, when applicable, in accordance with Brookfield’s investment
allocation protocols and such Brookfield Account’s governing documents. The investment and divestment
decisions made with respect to other Brookfield Accounts may be made without regard to the interests of theFund, even where such decisions are informed by the Fund’s investment activities and/or adversely affect
the Fund.
In addition, certain Brookfield Accounts (and/or investments of such Brookfield Accounts) may
provide investment banking and other advisory services to third parties with respect to assets in which theFund may be invested or seeking to invest. The interests of such Brookfield Accounts (and/or investments ofsuch Brookfield Accounts) in such circumstances may conflict with those of the Fund, and the Fund maycompete with such Brookfield Accounts (and/or investments of such Brookfield Accounts) in pursuing certain
Portfolio Investments.
Different business units and teams within the Adviser and Brookfield may take views, and makedecisions or recommendations, that are different than other areas of the Adviser and Brookfield. Different
portfolio management teams within the Adviser and Brookfield may make decisions or take (or refrain fromtaking) actions with respect to Brookfield Accounts they advise in a manner that may be different than oradverse to the Fund. Such teams might not share information with the Fund’s portfolio management team,including as a result of certain information barriers.
In particular, Brookfield Accounts that focus on making secondary investments are expected to invest
in pooled investment funds or other investment vehicles that are managed by third parties. While such
Brookfield Accounts are expected to negotiate for certain control rights over (and to offer strategic adviceto) such third-party funds and other investment vehicles, such third-party funds and other investment vehicles
will not be Brookfield Accounts and generally will not be considered “affiliates” of Brookfield. As a result,
the Fund will not be restricted from purchasing Portfolio Investments from, selling Portfolio Investments to,or otherwise transacting with or alongside such third-party funds or other investment vehicles. Theinterests of such Brookfield Accounts and the third-party funds or other investment vehicles in which they
invest may conflict with those of the Fund, including in circumstances in which such other Brookfield
Accounts exercise (or decline to exercise) control rights over, or otherwise offer strategic advice to, suchthird-party funds or other investment vehicles in a manner that differs from Brookfield’s advice to the Fund.
Allocation of Personnel. The various teams and personnel working on the Fund will also work on
matters related to other Brookfield Accounts. Accordingly, conflicts may arise in the allocation of personnel
among the Fund and such other strategies. For example, certain of the investment professionals who are
expected to devote their business time to the Fund are also contractually required to, and will, devote
substantial portions of their business time to the management and operation of other Brookfield Accounts,
given the fact that the Fund is expected to co-invest with other Brookfield Accounts. Such circumstances
may result in conflicts of interest for such portfolio managers and/or other personnel who are in a similar
position.
83

Other Activities of the Adviser and Investment Committee. The portfolio managers for the Fund andother Brookfield employees who will play key roles in managing the Fund spend a portion of their time on
matters other than or only tangentially related to the Fund. Time will be spent on managing and exiting
investments of other Brookfield Accounts, including investments made on behalf of Brookfield, and on
providing services to and effecting transactions on behalf of other groups within Brookfield and accounts
other than the Fund. Such obligations of these individuals could conflict with their responsibilities to theFund. These potential conflicts may be exacerbated in situations where employees may be entitled to greater
incentive compensation or other remuneration in connection with certain responsibilities than in connection
with other responsibilities (including responsibilities in connection with the Fund) or where there aredifferences in proprietary investments in the Fund and another Brookfield Account (including theRelated-Party Investor).
Terms of an Investment by a Brookfield Account May Benefit or Disadvantage Another Brookfield
Account. From time to time, in making investment decisions for the Fund or another Brookfield Account,
the Adviser will face certain conflicts of interest between the interests of the Fund, on the one hand, andthe interests of the other Brookfield Account. For example, subject to applicable law and any limitations
contained in the Articles of Incorporation or the Advisory Agreement, the Adviser from time to time could
cause the Fund to invest in securities, bank loans or other obligations of companies or properties affiliatedwith or advised by Brookfield or in which Brookfield Accounts have an equity, debt or other interest, or to
engage in investment transactions that result in other Brookfield Accounts getting an economic benefit,
being relieved of obligations or divested of investments. Similarly, such conflicts are also present in othersituations. For example, in certain circumstances, a Brookfield Account will pursue a take-private, asset
purchase or other material transaction with an issuer in which the Fund is invested, which could result in theFund being paid out earlier than otherwise expected. In situations where the activities of the Fund enhance
the profitability of other Brookfield Accounts with respect to their investment in and activities relating tocompanies, the Adviser could take the interests of such other Brookfield Accounts into consideration inconnection with actions it takes on behalf of the Fund. See “Investments with Related Parties” below.
Conflicts Among Portfolio Investments and Brookfield Accounts. There may be conflicts between theFund or a Portfolio Investment, on the one hand, and Brookfield or another Brookfield Account or one ormore investments thereof, on the other hand. For example, a portfolio company of another Brookfield
Account may be a competitor, customer, service provider or supplier of one or more of the Fund’s Portfolio
Investments. In such circumstances, such Brookfield Account or portfolio company thereof may takeactions that have adverse consequences for the Fund or one of its Portfolio Investments, such as seeking toincrease its market share at the Portfolio Company’s detriment, withdrawing business from the Portfolio
Company in favor of a competitor that offers the same product or service at a more competitive price,increasing prices of its products in its capacity as a supplier of the Portfolio Company or commencing
litigation against the Portfolio Company. In addition, in such circumstances, the Adviser may not pursue
certain such actions on behalf of the Fund, which could result in a benefit to a Brookfield Account other thanthe Fund, or vice versa. Brookfield has implemented policies and procedures designed to mitigate suchpotential conflicts of interest. Such policies and procedures could reduce the business activity among theinvestments of Brookfield Accounts, which would negatively affect a Portfolio Company and, therefore, theFund as a whole. Another Brookfield Account or portfolio company thereof may nonetheless continue totake such actions that have adverse consequences for the Fund or its Portfolio Investments, and Brookfield
will not have any obligation or duty in this regard.
Investments with Related Parties. In certain circumstances, subject to the limitations set forth underapplicable law, in the Articles of Incorporation or this Prospectus, the Fund could invest in assets orcompanies in which Brookfield or another Brookfield Account (including a co-investment account) holds
an equity or debt position or in which Brookfield or another Brookfield Account invests (either in equity or
debt positions) subsequent to the Fund’s investment.
Brookfield and other Brookfield Accounts invest in a broad range of asset classes throughout thecorporate capital structure, including debt positions (either junior or senior to the Fund’s positions) andequity securities (either common or preferred). It is possible that the Fund or one or more of its Portfolio
Investments will hold an interest in one part of a company’s capital structure while another Brookfield
Account or one or more of its Portfolio Investments holds an interest in another. In situations where such84

company or property is experiencing distress or bankruptcy, such conflicts of interest will be exacerbated.
In such scenarios, other Brookfield Accounts or other consortiums could hold interests that are more seniorin the capital structure to that of the Fund and could seek to take over such company or property. In suchcircumstances, Brookfield Accounts that participate in such asset could take actions that are adverse to theinterests of the Fund. Alternatively, the Fund may make an investment in a company in which Brookfield or
another Brookfield Account invests and such company may already be experiencing (or may in the future
experience) distress or bankruptcy. The Fund may, or may not, be successful in managing it out of such
distress. The conflicts between such parties and the Fund will be more pronounced where the asset is near
default on existing loans and the Fund may not have the ability to call additional capital or use reserves orother sources of capital in order to sustain its position in the asset (either because the Fund is out of available
capital contributions or other limitations). In this case, Brookfield and Brookfield Accounts could, for a
relatively small investment, obtain a stake in such company or take over the management of (and risk relatingto) such company to the detriment of the Fund.
In situations in which Brookfield and/or another Brookfield Account holds an interest in a Portfolio
Investment that differs from that of the Fund, conflicts of interest will arise in connection with, among
other things, the following: (i) the nature, timing and terms of each Brookfield Account’s investment; (ii) the
allocation of control and other governance rights among the Brookfield Accounts; (iii) the strategic
objectives or timing underlying each Brookfield Account’s investments; (iv) differing disposition rights,
views and/or needs for all or part of an investment; and/or (v) resolution of liabilities in connection with aninvestment among the Brookfield Accounts. These conflicts result from various factors, including, among
other things, investments in different levels of the capital structure, different measurements of control, different
risk profiles, different rights with respect to disposition alternatives, different investment objectives,
strategies and horizons and different target rates of return as well as rights in connection with co-investors.
As noted above, from time to time the Fund and other Brookfield Accounts (including co-investment
accounts) may invest in different classes or types of securities of the same company (or other assets,
instruments or obligations issued by such company) or otherwise on different terms thereby creating divergent
interests. For example, if the company or asset experiences financial distress, bankruptcy or a similar
situation, the Fund’s interest may be subordinated or otherwise adversely affected by virtue of such
Brookfield Account’s involvement and actions relating to its investment to the extent such interest is moresenior to, or has different contractual rights than, the Fund’s position. This could be exacerbated by the factthat the Fund generally expects to hold minority interests in the investments it makes alongside the other
Brookfield Accounts. In these situations, Brookfield will face conflicts in managing each side’s investment
with a view to maximizing its value and, in connection therewith, pursuing or enforcing rights or activities. At
all times, Brookfield will seek to treat each Brookfield Account (including the Fund) fairly, equitably andconsistent with its investment mandate in pursuing and managing these investments. However, these factors
could result in the Fund’s and other Brookfield Accounts’ interests being managed differently undercertain circumstances and the Fund realizing different returns (including, possibly lower returns) on its
investment than Brookfield and/or other Brookfield Accounts on theirs.
In addition, Brookfield is expected to advise other Brookfield Accounts with respect to different partsof the capital structure of an investment. As a result, Brookfield could pursue or enforce rights or activities,
or refrain from pursuing or enforcing rights or activities, with respect to a particular Portfolio Investment
in which the Fund has invested. The Fund or such investment could be negatively affected by these activities,
and the Fund’s transactions may be executed at prices or terms that may be less favorable than would
otherwise have been the case. In addition, in the event that other Brookfield Accounts hold voting securities
of an issuer in which the Fund holds loans, bonds, or other credit-related securities, Brookfield or suchother Brookfield Accounts may have the right to vote on certain matters that could have an adverse effecton the positions held by the Fund.
As a result of the various conflicts and related issues described above, the Fund could sustain losses
during periods where a Brookfield Account achieves profits generally or with respect to particular holdings,
or could achieve lower profits or higher losses than would have been the case had the conflicts describedabove not existed.
In order to mitigate potential conflicts of interest in these situations, Brookfield may but will not be
obligated to take one or more actions on behalf of itself, the Fund or another Brookfield Account, including85

one or more of the following (as it determines in its sole discretion): (A) forbearance of rights, such as
causing Brookfield, the Fund or another Brookfield Account to remain passive in a situation in which it isotherwise entitled to vote, which could mean that the Fund (or Brookfield or another Brookfield Account, asapplicable) defers to the decision or judgment of an independent, third-party investor; (B) causing
Brookfield, the Fund or another Brookfield Account to hold only a non-controlling interests in any such
Portfolio Investment; (C) referring the matter to one or more persons that is not affiliated with Brookfield,
such as a third-party loan servicer, administrative agent or other agent to review and/or approve of an intended
course of action; (D) consulting with the Board on such matter; (E) establishing ethical screens orinformation barriers (which can be temporary and of limited purpose) designed to separate Brookfield
investment professionals to act independently on behalf of the Fund, on the one hand, and the other
Brookfield Account, on the other hand, in each case with support of separate legal counsel and other advisers;(F) seeking to ensure that the Fund and the other Brookfield Account own interests in the same securities
or financial instruments and in the same proportions so as to preserve an alignment of interests; or (G) causing
the Fund (or another Brookfield Account) to divest of a Portfolio Investment that it otherwise could haveheld on to, including causing the Fund to sell its position to Brookfield or another Brookfield Account (orvice versa).
At all times, Brookfield will endeavor to treat all Brookfield Accounts (including the Fund) fairly,
equitably and in an impartial manner. However, there can be no assurance that any action or measurepursued by Brookfield will be feasible or effective in any particular situation, or that its own interests won’t
influence its conduct, and it is possible that the outcome for the Fund will be less favorable than otherwise
would have been the case if Brookfield did not face these conflicts of interest. In addition, the actions andmeasures that Brookfield pursues are expected to vary based on the particular facts and circumstances of eachsituation and, as such, there will be some degree of variation and potentially inconsistency in the mannerin which these situations are addressed. Furthermore, from time to time Brookfield intends to enter into avoting agreement with one or more other Brookfield Accounts alongside which the Fund is invested, which,among other things, would allocate (upon such Brookfield Account’s election), directly or indirectly,
certain voting rights of the General Partner or the Investment Manager with respect to the Fund or withrespect to one or more properties or Portfolio Investments to such affiliates. However, for the avoidance of
doubt, Brookfield will in all circumstances control the Fund.
Restrictions on the Fund’s Activities. Brookfield is subject to certain protocols, obligations andrestrictions in managing the Fund, including conflicts-management protocols, aggregated regulatory
reporting obligations and other regulatory restrictions (which also apply with respect to certain Brookfieldbusinesses that are separated by an information barrier) and certain investment-related restrictions, which
could in certain situations have an adverse effect on the Fund.
Financing to Fund Counterparties. There may be situations in which a Brookfield Account will offer
and/or commit to provide financing to one or more third parties that are expected to bid for and/or purchasea Portfolio Investment (in whole or in part) from the Fund. This type of financing could be provided
through pre-arranged financing packages arranged and offered by a Brookfield Account to potential biddersin the relevant sales process or otherwise pursuant to bilateral negotiations between one or more bidders
and the Brookfield Account. For example, where the Fund seeks to sell a Portfolio Investment (in whole orin part) to a third party in the normal course, a Brookfield Account may offer the third party debt financing
to facilitate its bid and potential purchase of the Portfolio Investment.
This type of arrangement will only be offered in situations in which Brookfield believes it is neutral toor provides benefits to the Fund by supporting third parties in their efforts to successfully bid for and/or
acquire Portfolio Investments. However, acquisition financing arranged and offered by Brookfield Accounts
also creates potential conflicts of interest. In particular, the Brookfield Account’s participation as apotential lender in the sales process could create an incentive to select a third-party bidder that uses financing
arranged by a Brookfield Account to the potential detriment of the Fund.
In order to mitigate potential conflicts of interest in these situations, Brookfield generally will seek totake one or more of the following actions (as it determines in its sole discretion) in satisfaction of its duties
to the Fund: (a) offer Portfolio Investments for sale in the normal course via competitive and blind bidding
processes designed to maximize the sales value for the Fund, (b) engage one or more independent advisers,
such as sell-side bankers, on behalf of the Fund to administer and facilitate a commercially fair and equitable86

sales process, (c) consult with the Board and seek its approval with respect to a recommended and/or
intended course of action; (d) establish ethical screens or information barriers (which can be temporary andof limited purpose) to separate the Brookfield investment professionals that act on behalf of the Fund, on
the one hand, from the Brookfield investment professionals that act on behalf of the Brookfield Accountarranging and offering the acquisition financing, on the other hand, and (e) such other actions that
Brookfield deems necessary or appropriate taking into account the relevant facts-and-circumstances.
However, there can be no assurance that any particular action will be feasible or effective in any particularsituation, or that Brookfield’s own interests won’t influence its conduct, and it is possible that the outcome for
the Fund will be less favorable than otherwise would have been the case if Brookfield did not face theseconflicts of interest. In addition, the actions that Brookfield pursues are expected to vary based on theparticular facts and circumstances of each situation and, as such, there will be some degree of variation andpotentially inconsistency in the manner in which these situations are addressed.
In addition, in certain situations the Adviser may accept a bid for a Portfolio Investment from a bidderthat received acquisition financing from a Brookfield Account that is at a lower price than an offer that it
received from a party that has independent financing sources. For example, although price is often the deciding
factor in selecting whom to sell a Portfolio Investment to, other factors frequently influence the seller,
including, among other things, closing conditions, lack of committed financing sources, regulatory or otherconsent requirements, and such other factors that increase the risk of the higher-priced bidder being able
to complete or close the transaction under the circumstances. The Adviser could therefore cause the Fund tosell a company to a third party that has received financing from another Brookfield Account, even whensuch third party has not offered the most attractive price.
In exercising its discretion hereunder, the Adviser will seek to ensure that the Fund obtains the mostfavorable sale package (including sales price and certainty and speed of closing) on the basis of a commerciallyfair and equitable sales process.
Investments by Brookfield Personnel. The partners, members, shareholders, directors, officers andemployees of the Adviser and its affiliates (“Brookfield Personnel”) are permitted to buy and sell securities
or other investments for their own accounts (including through the Fund or other Brookfield Accounts) or
accounts of their family members, including trusts and other controlled entities. Positions may be taken bysuch Brookfield Personnel that are the same, different from, or made at different times than positions taken
for the Fund. To reduce the possibility of (a) potential conflicts between the investment activities of theFund and those of Brookfield Personnel, and (b) the Fund being materially adversely affected by personal
trading activities described above, Brookfield has established policies and procedures relating to personal
securities trading. To this end, Brookfield Personnel that participate in managing the Fund’s investment
activities are generally restricted from engaging in personal trading activities (unless such activities are
conducted through accounts over which Brookfield Personnel have no influence or control), and other
Brookfield Personnel generally must pre-clear proposed personal trades. In addition, Brookfield’s policies
include prohibitions on insider trading, front-running, trading in securities that are on Brookfield’s
restricted trading list, trading in securities that are subject to a black-out period and other restrictions.
Investments by the Related-Party Investor. Certain executives and former executives of Brookfield own
a substantial majority of an investment vehicle (the “Related-Party Investor”) whose investment mandate is
managed by Brookfield. The Related-Party Investor’s investment mandate generally focuses on liquid
securities and includes, among other things, equity, debt and other investments in Brookfield and third-party
companies, which are made directly and through separate accounts managed by Brookfield. The
Related- Party Investor’s investments include, among other things, interests in companies that other
Brookfield Accounts have invested in, are investing in, are invested in and/or will in the future invest in,including in certain cases investments made alongside other Brookfield Accounts.
There is no information barrier between the personnel managing the Related-Party Investor’s activities
and the rest of Brookfield. Brookfield has adopted protocols designed to ensure that the Related-Party
Investor’s activities do not materially conflict with or adversely affect the activities of the Fund (or any other
Brookfield Account) and to ensure that the Fund’s (and other Brookfield Accounts’) interests are, to theextent feasible, prioritized relative to the Related-Party Investor’s interests, including among others inconnection with the allocation of investment opportunities and the timing of execution of investments.
87

Cross Trades and Principal Trades. When permitted by applicable law and subject to and in accordancewith the terms of the Articles of Incorporation, the Advisory Agreement, and the Prospectus, the Adviser
may (but is under no obligation to) cause the Fund to acquire or dispose of Portfolio Investments in crosstrades between the Fund and other Brookfield Accounts or effect principal transactions where the Adviser
causes the Fund to purchase Portfolio Investments from or sell Portfolio Investments to Brookfield or certain
Brookfield Accounts, provided that any such transaction be approved to the extent required by applicablelaw. There may be potential conflicts of interest or regulatory issues relating to these transactions which could
limit the Adviser’s decision to engage in these transactions for the Fund. In connection with a cross tradeor a principal transaction, the Adviser and its affiliates may have a potentially conflicting division of loyalties
and responsibilities regarding the Fund and the other parties to trade and have developed policies andprocedures in relation to such transactions and conflicts. However, there can be no assurance that suchtransactions will be effected, or that such transactions will be effected in the manner that is most favorable
to the Fund as a party to any such transaction. By virtue of entering into the Subscription Agreement, astockholder consents to the Fund entering into cross trades and, subject to Board consent, principaltransactions to the fullest extent permitted under applicable law. For the avoidance of doubt, generally
acquisitions or dispositions among certain Portfolio Investments of the Fund and portfolio companies owned
by other Brookfield Accounts, PSG, or Non-Controlled Affiliates will not be treated as cross trades or
principal transactions and will not require the approval of the Board or any other consent. See “AffiliatedServices and Transactions” below.
Management Fee and Incentive Fee. The Management Fee payable by the Fund to the Adviser (or anaffiliate thereof) and the Incentive Fee that the Adviser will be eligible to receive will not be used solely tocompensate the Adviser and Brookfield employees. For example, Management Fees and/or Incentive Fees are
expected to be retained by Brookfield for the benefit of its public stockholders. Additionally, Brookfield
may pledge, make a collateral assignment of, or otherwise use as credit support all or any portion of its rightto receive Management Fees and/or Incentive Fees, including the financing of any Brookfield purchases ofFund Shares. The payment of Management Fees and Incentive Fees to persons other than the team responsible
for managing the Fund reduces the alignment of interest between the Portfolio Manager and thestockholders.
DECISIONS MADE AND ACTIONS TAKEN THAT MAY RAISE POTENTIAL CONFLICTS OF
INTEREST
Material, Non-Public Information; Trading Restrictions; Information Not Made Available. The abilityof the Fund to buy or sell certain securities or take other actions is expected to be restricted in certain
circumstances, including by applicable securities laws, regulatory requirements, contractual obligations
and/or reputational risk considerations applicable to Brookfield (and/or its internal policies designed tocomply with these and similar requirements. For example, Brookfield will possess material, non-public
information about issuers that would limit the ability of the Fund to buy and sell securities related to thoseissuers.
Furthermore, Brookfield, Brookfield Accounts and the Fund are deemed to be affiliates for purposesof certain laws and regulations and it is anticipated that, from time to time, the Fund, Brookfield and
Brookfield Accounts will each have positions (which in some cases will be significant) in one or more of thesame issuers. As such, Brookfield may need to aggregate certain investment holdings, including holdingsof Brookfield, the Fund and Brookfield Accounts for certain securities laws purposes (including trading
restrictions under Rule 144 under the Securities Act, complying with reporting obligations under Section 13of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the reporting and shortswing profit disgorgement obligations under Section 16 of the Exchange Act) and other regulatory purposes(including: (a) public utility companies and public utility holding companies; (b) bank holding companies;(c) owners of broadcast licenses, airlines, railroads, water carriers and trucking concerns; (d) casinos andgaming businesses; and (e) public service companies (such as those providing gas, electric or telephoneservices)). Consequently, activities by Brookfield and Brookfield Accounts could result in earlier public
disclosure of Portfolio Investments by the Fund and/or Brookfield Accounts that the Fund is invested in,
restrictions on transactions by the Fund and/or Brookfield Accounts that the Fund is invested in (including
the ability to make or dispose of certain Portfolio Investments at certain times), adverse effects on theprices of Portfolio Investments made by the Fund and/or Brookfield Accounts that the Fund is invested in,88

potential short-swing profit disgorgement, penalties and/or regulatory remedies, or otherwise create
conflicts of interests for the Fund and/or Brookfield Accounts that the Fund is invested in.
As a result of the foregoing, the Adviser may restrict, limit or reduce the amount of the Fund’sinvestment. In addition, certain of the Portfolio Investments may become subject to legal or other restrictions
on transfer following their acquisition. When faced with the foregoing limitations, Brookfield will generally
avoid exceeding the threshold because exceeding the threshold could have an adverse impact on theability of the Adviser or Brookfield to conduct its business activities. The Adviser may also reduce theFund’s interest in, or restrict the Fund from participating in, an investment opportunity that has limited
availability or where Brookfield has determined to cap its aggregate investment in consideration of certain
regulatory or other requirements so that other Brookfield Accounts that pursue similar investment strategies
may be able to acquire an interest in the investment opportunity. The Adviser may determine not toengage in certain transactions or activities which may be beneficial to the Fund because engaging in suchtransactions or activities in compliance with applicable law would result in significant cost to, or administrative
burden on, the Adviser or create the potential risk of trade or other errors.
Brookfield may become subject to additional restrictions on its business activities that could have an
impact on the Fund’s activities. In addition, the Adviser may restrict their investment decisions and activities
on behalf of the Fund while other Brookfield Accounts, including Brookfield Accounts sponsored,
managed or advised by the Adviser are not similarly restricted.
Allocation of Costs and Expenses. Where a potential investment is pursued on behalf of one or more
Brookfield Accounts, including the Fund, the Brookfield Account(s) that ultimately make(s) the investment(or, in the case of a potential investment that is not consummated, the Brookfield Account(s) that
Brookfield determines, in its discretion, ultimately would have made the investment) will generally bear thecosts and expenses related to such investment (including broken deal costs, in the case of an investment that is
not consummated), which may include reimbursing the other Brookfield Accounts for such costs andexpenses. Examples of broken deal expenses include (a) research costs, (b) fees and expenses of legal,financial, accounting, consulting or other advisers (including the Adviser or its affiliates) in connection with
conducting due diligence or otherwise pursuing a particular non-consummated transaction, (c) fees andexpenses in connection with arranging financing for a particular non-consummated transaction, (d) travel
costs, (e) deposits or down payments that are forfeited in connection with, or amounts paid as a penalty for,a particular non-consummated transaction and (f) other expenses incurred in connection with activities
related to a particular non-consummated transaction. The Adviser intends to make such judgments in its
discretion, and it may modify or change its allocation methodologies from time to time to the extent it
determines such modifications or changes are necessary or advisable, which modifications or changes could
result in the Fund and/or other Brookfield Accounts bearing less (or more) costs and expenses than itotherwise would have borne without such modifications. For the avoidance of doubt, any such broken deal
expenses are not subject to the Fund’s Expense Limitation and Reimbursement Agreement.
Affiliated Services and Transactions. Where it deems appropriate and relevant, Brookfield intends toprovide a variety of different services and products in connection with or to the Fund, the Adviser, the Fund’s
subsidiaries or their respective affiliates or to Investments and/or the investment entities of the Fund thatwould otherwise be provided by independent third parties, including: lending and loan special servicing;development oversight; development management; investment banking (including underwriting financings
and/or participation by Brookfield-affiliated broker dealers in the underwriting syndicates for securities
issuances by the Fund or the Portfolio Investments); advisory; consulting; acting as alternative investment
fund manager or other similar type of manager in jurisdictions where such services are beneficial; theplacement and provision of various insurance policies and coverage, including risk retention and/or insurance
captives; entitlement, development (including oversight thereof) and development management (including
identification and assessment of development opportunities, project planning, engineering analysis, preparing
and managing interconnection approvals and permitting, and managing related stakeholder matters),
design and construction (including oversight thereof); portfolio company and property management (andoversight thereof) and leasing or facility management; power marketing; system controls; operational(including supply or procurement of office space), legal, financial, compliance, regulatory, tax, back office,environmental, social and governance related services, health, safety and security services, operations andmaintenance services; brokerage, corporate secretarial, human resources, bank account and cash89

management; financial planning and related controls, books and records, payroll, supply or procurement of
power and energy; transaction support; accounting and reporting; fund administration; accounting andreporting (including coordinating onboarding, due diligence, reporting and other administrative services with
the Fund’s third-party fund administrator and placement agents); other financial operations services,hedging, derivatives, financing and other treasury and capital markets services; services relating to the use ofentities that maintain a permanent residence in certain jurisdictions; data generation, analysis, collection
and management services; physical and digital security, life and physical safety, and other technical specialties;
information technology services and innovation; appraisal and valuation services; market research; cash
flow modeling and forecasting; assisting with review, underwriting, analytics, and pursuit of Portfolio
Investments and potential Portfolio Investments; client onboarding; services that would be considered
Organizational Expenses if performed by a third party; and other services in connection with or to Portfolio
Investments or the Fund, the Adviser, the Fund’s subsidiaries or their respective affiliates (such services,collectively, “Affiliated Services”). To the extent Brookfield (including any of its affiliates or personnel, otherthan Portfolio Investments of other Brookfield Accounts) provides Affiliated Services, it will becompensated for performing such services: (a) at or below an arm’s length rate (the “Affiliate Service
Rate”); (b) at cost (including an allocable share of internal costs), plus an administrative fee of 5%, or (c) at
any other rates with consent from the Board.
Transactions with Portfolio Investments. In addition to any Affiliated Services provided by Brookfield(as described above), certain Portfolio Investments will in the ordinary course of business provide services
or goods to, receive services or goods from, or participate in agreements, transactions or other arrangementswith (including the purchase and sale of assets and other matters that would otherwise be transacted withindependent third parties) other Portfolio Investments and investments owned by other Brookfield Accounts.
Some of these agreements, transactions and other arrangements would not have been entered into but for
the affiliation or relationship with Brookfield and, in certain cases, are expected to replace agreements,
transactions and/or arrangements with third parties. These agreements, transactions and other arrangements
will involve payment and/or receipt of fees, expenses and other amounts and/or other benefits to or fromsuch other Portfolio Investments or the investments of such other Brookfield Accounts (including, in certain
cases, performance-based compensation). In certain cases, Brookfield’s investment thesis with respect to a
Portfolio Investment will include attempting to create value by actively facilitating relationships between the
Portfolio Company of the Fund, on the one hand, and another Portfolio Company or investments orassets owned by other Brookfield Accounts on the other hand. In these and other cases, these agreements,
transactions and other arrangements will be entered into either with active participation by Brookfield or by
the applicable Portfolio Investments or the Portfolio Investments’ management teams independent of
Brookfield. While such arrangements and/or transactions and the fees or compensation involved have thepotential for inherent conflicts of interest, Brookfield believes that the access to Brookfield (including
investments of other Brookfield Accounts) enhances the Fund’s capabilities and is an integral part of theFund’s operations and will provide benefits to the Fund that would not exist but for its affiliation with
Brookfield. Each transaction will be entered into to satisfy a legitimate business need.
RESOLUTION OF CONFLICTS
Resolution of Conflicts Generally. In the event that any matter arises that the Adviser determines in
its good faith judgment to constitute an actual conflict of interest between the Fund, on the one hand, andBrookfield, or any existing or future Brookfield Account, on the other hand, the Adviser may, subject tointernal Brookfield policies and applicable law, take such actions as it deems necessary or appropriate,including such actions as described elsewhere herein, taking into consideration the interests of the relevant
parties, the circumstances giving rise to the conflict and applicable law. Brookfield’s internal policies andprotocols may be amended from time to time by Brookfield in its discretion without notice to or theconsent of the Fund’s stockholders or any other person. Any such resolutions will take into consideration
the interests of the relevant parties and the circumstances giving rise to the conflict. See also “Brookfield
Conflicts Committee” below.
Brookfield Conflicts Committee. Brookfield is a global alternative asset manager with significant
assets under management and a long history of owning, managing and operating assets, businesses andinvestment vehicles across various industries, sectors, geographies and strategies. As noted throughout thisProspectus, a key element of the Fund’s strategy is to leverage Brookfield’s experience, expertise, and its broad90

reach, relationships and position in the market for investment opportunities and deal flow, financial
resources, access to capital markets and operating needs. Brookfield believes that this is in the Fund’s and its
Portfolio Investments’ best interests. However, being part of this broader platform, as well as activities ofand other considerations relating to Brookfield Accounts, gives rise to actual or potential conflicts of interest.
Dealing with conflicts of interest is difficult and complex, and it is not possible to predict all of the typesof conflicts that may arise. Brookfield will monitor potential conflicts of interest and manage such conflictsof interest with regard to the interests of both the Fund and relevant other Brookfield Accounts; however,conflicts may not always be resolved in a manner that is favorable to the Fund.
As noted elsewhere in this Prospectus, Brookfield is not required to and generally does not expect toseek Board or other investor approval to manage the actual and potential conflicts of interest that will arise
from time to time unless required by applicable law or as otherwise set out in this Prospectus.
In managing actual and potential conflicts of interest that arise from time to time, Brookfield generally
will be guided by its internal policies and procedures (as applicable) and applicable regulatory requirements,
including fiduciary obligations. Among other things, Brookfield has formed a Conflicts Committee, whichis comprised of senior Brookfield executives, to oversee the management and resolution of actual and potential
conflicts of interest considerations that arise in the management of Brookfield’s business activities, including
management of the Fund. The Conflicts Committee seeks to ensure that conflicts considerations are
addressed in accordance with Brookfield’s internal policies and procedures, applicable fund (or othergoverning) agreements, and applicable regulatory requirements. In carrying out its responsibilities, theConflicts Committee may, as it deems appropriate, review and approve specific matters presented to it and/or
review and approve frameworks (and related parameters) for execution of particular types of transactions.
In connection with the latter, the Conflicts Committee may (as it deems appropriate) appoint one or moreindividuals, pursuant to delegated authority, to oversee implementation of the frameworks and is deemed
to approve transactions that are executed in accordance with pre-approved frameworks.
There can be no assurance that all actual and/or potential conflicts of interest matters will be presented
to the Conflicts Committee. In addition, the Conflicts Committee is comprised of senior executives of
Brookfield that are not independent of Brookfield. As such, the Conflicts Committee itself is subject to actualand potential conflicts of interest considerations. The Conflicts Committee will seek to act in good faithand to resolve conflicts of interest considerations in a manner that it deems is fair and balanced, taking into
account the facts and circumstances known to it at the time, and in accordance with Brookfield’s policies
and procedures, applicable fund (and other governing) agreements, and applicable regulatory requirements.
However, there is no guarantee that the Conflicts Committee will make decisions that are most beneficial
or favorable to the Fund or the stockholders, or that it would not have reached a different decision if additional
information were available to it.
THE FOREGOING LIST OF POTENTIAL AND ACTUAL CONFLICTS OF INTEREST DOESNOT PURPORT TO BE A COMPLETE ENUMERATION OR EXPLANATION OF THE CONFLICTS
ATTENDANT TO AN INVESTMENT IN THE FUND. ADDITIONAL CONFLICTS MAY EXISTTHAT ARE NOT PRESENTLY KNOWN TO THE ADVISER, BROOKFIELD OR THEIR RESPECTIVE
AFFILIATES OR ARE DEEMED IMMATERIAL. IN ADDITION, AS THE BROOKFIELDACTIVITIES AND THE INVESTMENT PROGRAM OF THE FUND DEVELOP AND CHANGE
OVER TIME, AN INVESTMENT IN THE FUND MAY BE SUBJECT TO ADDITIONAL AND
DIFFERENT ACTUAL AND POTENTIAL CONFLICTS OF INTEREST. ADDITIONAL
INFORMATION ABOUT POTENTIAL CONFLICTS OF INTEREST REGARDING THE ADVISER
AND BROOKFIELD WILL BE SET FORTH IN THE ADVISER’S FORM ADV, WHICHPROSPECTIVE INVESTORS SHOULD REVIEW PRIOR TO PURCHASING INTERESTS.
PROSPECTIVE INVESTORS SHOULD CONSULT WITH THEIR OWN ADVISERS REGARDING
THE POSSIBLE IMPLICATIONS ON THEIR INVESTMENT IN THE FUND OF THE CONFLICTS
OF INTEREST DESCRIBED HEREIN.

91

MANAGEMENT OF THE FUND
Board of Directors
The responsibilities of the Board include, among other things, the oversight of the Adviser’s investment
activities, oversight of the Adviser’s financing arrangements, and corporate governance activities. The Board
currently has an audit committee and a nominating and compensation committee and may establish
additional committees from time to time as necessary. As is the case with virtually all registered investmentcompanies, the Fund’s service providers, primarily the Adviser and its affiliates, including the Sub-Adviser,
have responsibility for the Fund’s day-to-day management, subject to the investment objectives, restrictions
and policies of the Fund and to the general oversight of the Board.
The Board is currently comprised of 6 directors. A majority of the directors are not “interested
persons” of the Fund (as defined in the Investment Company Act). The name and business address of thedirectors and officers of the Fund and their principal occupations and other affiliations during the past
five years are set forth under “Management of the Fund” in the SAI.
Adviser
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 theFund and certain public and private investment vehicles and programs that Brookfield currently manages andparticipates in, and may in the future manage and participate in, including co-investment vehicles, sidecar
vehicles, separate accounts, region-specific vehicles, strategy-specific vehicles, sector-specific vehicles andBrookfield proprietary accounts (collectively, “Brookfield Accounts”). BAM PIC Canada is an indirect
wholly-owned subsidiary of Brookfield Asset Management ULC, an unlimited liability company formed
under the laws of British 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 of December 31, 2023.
Sub-Adviser
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 a registered 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 theFund, the Sub-Adviser’s clients include financial institutions, public and private pension plans, insurancecompanies, endowments and foundations, sovereign wealth funds and high net-worth investors. The
Sub-Adviser specializes in global listed real assets strategies and its investment philosophy incorporates a valuebased approach towards investment. The Sub-Adviser also provides advisory services to several otherregistered 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.
The Advisory Agreement
The Fund and the Adviser have entered into the Advisory Agreement pursuant to which the Adviser isentitled to receive a base management fee and an incentive fee.
The base management fee (the “Management Fee”) is payable quarterly in arrears and calculatedmonthly at the annual rate of 1.25% of the value of the Fund’s net assets, which is calculated as of the closeof business on the last business day of each month.
The incentive fee (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.
92

“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 securities; minus (3) the Fund’s expenses (excluding the incentive
fee and distribution and servicing fees). The distributions received by the Fund from the 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 from operations (orincome) received by the Fund without regard to the tax characteristics (e.g., income vs. return of 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 operations of theissuer based on a review by the Fund’s portfolio management team of the issuer’s financial statements andresults 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 following is a graphical representation of the calculation of the Incentive Fee:
Annual Incentive Fee
Fund expenses exceed distributions(3) > ((1) + (2))$00%Distributions exceed fund expenses((1) + (2)) + 3

12.5%

Example of Annual Incentive Fee Calculations
Assumptions
Scenario 1: (1) Distributions received by the Fund from the Fund’s Private Portfolio investments =$700; (2) Distributions received by the Fund of net investment income (or loss) from debt, preferred equity
investments and traded infrastructure-related securities = $600; (3) Fund expenses (excluding the incentive fee
and distribution and servicing fees) = $300.
Scenario 2: (1) Distributions received by the Fund from the Fund’s Private Portfolio investments =$700; (2) Distributions received by the Fund of net investment income (or loss) from debt, preferred equity
investments and traded infrastructure-related securities = $600; (3) Fund expenses (excluding the incentive fee
and distribution and servicing fees) = $1,300.
Calculation of Scenario 1
12.5% x (((1)+(2)) − (3))= 12.5% x ($700 + $600) − $300
= 12.5% x ($1,300 − $300)= 12.5% x $1,000= $125
Calculation of Scenario 2
12.5% x (((1)+(2)) − (3))= 12.5% x ($700 + $600) − $1,300= 12.5% x ($1,300 − $1,300)= 12.5% x $0
= $0

93

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.
See “Expense Limitation and Reimbursement Agreement” below for additional information concerningfees.
The table below sets forth the total advisory fees paid by the Fund to the Adviser for the year ended
December 31, 2023. Management fees recouped by the Adviser were done pursuant to expense limitationagreements (see the “Expense Limitation Agreements” section below).
Management Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Incentive Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Organizational Costs Recouped by Adviser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$3,314,373$1,085,988$ 450,000

Net Management Fees Paid to Adviser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$4,850,361**

The Advisor reimbursed $17,649,481 of the Net Management Fees received.

The Sub-Advisory Agreement
The Adviser has entered into the Sub-Advisory Agreement with 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.
Portfolio Management
The Adviser
A team of investment professionals at the Adviser are jointly and primarily responsible for the
day-to-day management and operations of the Fund. Prior to the Fund’s commencement of operations, thesame team of investment professionals at the Adviser were jointly and primarily responsible for the
day-to-day management and operations of the Predecessor 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 Officer of Brookfield’s Infrastructurebusiness 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 anumber of senior positions across the organization, including leading Brookfield’s corporate investment groupand 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 InfrastructureGroup. In this role, Ms. Berry is the Head of Brookfield Infrastructure Income and is also responsible forthe 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. Berry worked in corporate finance and M&A at large multinational corporations and a 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.
94

Caroline Rouse, Portfolio Manager. Ms. Rouse is a Senior Vice President in Brookfield’s InfrastructureGroup. In this role, Ms. Rouse is responsible for portfolio management initiatives for the Brookfield
Infrastructure Income fund including asset allocation and portfolio construction. Ms. Rouse is also
responsible for origination and execution of infrastructure investments for the broader platform. Prior tojoining Brookfield, Ms. Rouse was a Vice President in the Project, Infrastructure, and Principal Finance groupat 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 Yale University and holds an MPhil with distinction
from the University of Cambridge.
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 fund including asset allocation and portfolio construction. Prior to this role, Mr. Balaji was responsiblefor 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 School at Western University, is a
Chartered Professional Accountant and a CFA Charterholder.
The Sub-Adviser
A team of investment professionals at the Sub-Adviser are jointly and primarily responsible for the
day-to-day management of the Public Securities Portfolio, subject to overall supervision of the Adviser.
Prior to the Fund’s commencement of operations, the same team of investment professionals at the
Sub-Adviser were jointly and primarily responsible for the day-to-day management of the public securities
sleeve (i.e., similar to the Public Securities Portfolio) of the Predecessor Fund. The portfolio managers whocomprise this team, and their professional backgrounds, are set forth below:
Christopher Janus, Portfolio Manager. Mr. Janus has 16 years of industry 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.
Daniel Parker, CFA, Portfolio Manager. Mr. Parker has over 20 years of industry 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 thefirm in 2006, Mr. Parker spent four years at Standard & Poor’s where he covered the utilities and natural
resources sectors. He started his career in international trade finance as a credit analyst at Canada’s Export
Credit Agency, EDC. Mr. Parker holds the Chartered Financial Analyst® designation and is a member of
the CFA Society Chicago, Inc. He earned an Honours Bachelor of Commerce degree from Lakehead
University.
The SAI provides additional information about the portfolio managers’ compensation, other accounts
managed by the portfolio managers, and the portfolio managers’ ownership of securities of the Fund.
Expense Limitation and Reimbursement Agreement
Pursuant to an Expense Limitation and Reimbursement Agreement (the “Expense Limitation andReimbursement Agreement”), through April 30, 2025, the Adviser has contractually agreed to waive and/or
reimburse expenses of the Fund so that certain of the Fund’s expenses (“Specified Expenses,” as defined
below) will not exceed 0.70% of the Fund’s net assets (annualized). The Fund has agreed to repay theseamounts, when and if requested by the Adviser, but only if and to the extent that Specified Expenses are lessthan 0.70% of net assets (annualized) (or, if a lower expense limit under the Expense Limitation andReimbursement Agreement is then in effect, such lower limit) within three years after the date the Adviser
waived or reimbursed such fees or expenses. This arrangement cannot be terminated prior to April 30, 2025,
without the Board’s consent. “Specified Expenses” is defined to include all expenses incurred in thebusiness of the Fund, including, among other things, organizational and offering costs, professional fees,95and fees and expenses of the Administrator, Transfer Agent and Custodian, with the exception of (i) theManagement Fee, (ii) the Incentive Fee, (iii) the Servicing Fee (as defined below), (iv) the Distribution Fee(as defined below), (v) portfolio level expenses, (vi) brokerage costs or other investment- related out-of-pocket
expenses, including costs incurred with respect to unconsummated investments, (vii) dividend/interest
payments (including any dividend payments, interest expenses, commitment fees, or other expenses related
to any leverage incurred by the Fund), (viii) taxes, and (ix) extraordinary expenses (such as litigation and otherexpenses not incurred in the ordinary course of the Fund’s business).
Administrator
Pursuant to an administration agreement (the “Administration Agreement”), PSG also performs
various administrative services to the Fund, including, among other responsibilities, the preparation andcoordination of reports 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 the Fund; supervise and monitor the preparationof 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 the preparation, printing andmailing of all materials required to be sent to stockholders; coordinate the preparation and payment ofFund-related expenses; monitor and oversee the activities of the Fund’s other service providers; review andadjust as necessary the Fund’s daily expense accruals; monitor daily, monthly and periodic compliance withrespect to the federal and state securities laws; and send periodic information (i.e., performance figures) toservice organizations that track investment company information.
For its services under the Administration Agreement, PSG receives from the Fund an annual fee equal
to 0.03% of the Fund’s net assets.
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.
Control Persons
A control person is one who owns beneficially or through controlled companies more than 25% of thevoting securities of a company or acknowledges the existence of control. As of the date of this Prospectus,
the Fund could be deemed to be under control of BII Evergreen FCP-RAIF, a Luxembourg umbrella mutual
investment fund organized as a reserved alternative investment fund, which currently has voting authority
with respect to approximately 69.4% of the value of the outstanding interests in the Fund.

96

PLAN OF DISTRIBUTION
Distributor
Quasar Distributors, LLC, a wholly owned subsidiary of Foreside Financial Group, LLC (dba ACA
Group) (the “Distributor”) is the principal underwriter and distributor of our Shares on a best efforts basis,
subject to various conditions, pursuant to the terms of a distribution (the “Distribution Agreement”). The
Distributor, located at Three Canal Plaza, Suite 100, Portland, ME 04101, is a broker-dealer registered with
the SEC and is a member of FINRA. Selling Agents may be appointed by the Distributor to assist in thesale of the Fund’s Shares on a best efforts basis.
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 a distribution agreement. The Distributor is not obligated to sell any
specific amount of Shares of the Fund.
Shares of the Fund are continuously offered through the Distributor and/or certain financial
intermediaries that have agreements with the Distributor. As discussed below, the Fund may authorize one
or more intermediaries (e.g., broker-dealers and other financial firms) to receive orders on its behalf. The
Shares will be offered at the Fund’s most recent NAV per share (plus any applicable sales load), which is
calculated as of the close of business on the last business day of each month.
The Fund and the Distributor have the sole right to accept orders to purchase Shares and reserve theright to reject any order in whole or in part.
The Fund’s Shares are not listed for trading on any securities exchange. There is currently no secondary
market for the Fund’s Shares and the Fund does not anticipate that a secondary market will develop for its
Shares. Investors should consider Shares of the Fund to be an illiquid investment. Neither the Adviser nor theDistributor intends to make a market in the Fund’s Shares.
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. To the extent consistent withapplicable law, the Distributor has agreed to indemnify the Fund and each Director against certain liabilities
under the 1933 Act and in connection with the services rendered to the Fund.
Offering Prices and Fees
The Shares are continuously offered each month at an offering price equal to net asset value (“NAV”)
per share (plus an applicable front-end sales load, where relevant), which is calculated as of the close ofbusiness on the last business day of each month. The differences among the Shares relate to front-end sales
loads and ongoing distribution and shareholder servicing fees. No front-end sales load or distribution andshareholder servicing fees are paid with respect to Class I Shares. The Class D Shares and the Class S
Shares are each subject to a front-end sales load of up to 2.00% and 3.50%, respectively. Investors purchasing
Class T Shares may be charged a sales load of up to 3.00% and a maximum dealer fee of 0.50% of theinvestment amount.
Shares are generally offered through other Selling Agents that have entered into selling agreements with
the Distributor. The Distributor anticipates that all or a portion of the front-end sales load with respect to
the Class D, Class S, and Class T Shares will be retained by, or reallowed (paid) to, participating broker-dealersthat act as Selling Agents for the Fund. The Class I Shares are not subject to a front-end sales load;
however, investors could be required to pay brokerage commissions on purchases and sales of Class I
Shares to their Selling Agents. Investors should consult with their financial intermediaries about any
additional fees or charges they might impose.
Distribution Fees
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 for97the 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 aservice 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 theFund’s Distribution and Service Plan.
The Class I Shares and Class D Shares do not incur a Distribution Fee.
Shareholder Servicing Fees
To operate in a manner consistent with Rule 12b-1 under the 1940 Act, the Fund pays the Distributor
a Servicing Fee that is calculated and payable monthly in arrears at an annualized rate of 0.25% of the net
assets of the Fund attributable to each of the Class D Shares, the Class T Shares, and the Class S Shares. The
Servicing Fee is for personal services provided to stockholders and/or the maintenance of stockholder
accounts and to reimburse the Distributor for related expenses incurred. The Distributor may pay all or a
portion of the Servicing Fee to the Selling Agents that sell Class D Shares, Class S Shares, and Class T Shares.
Payment of the Servicing Fee is governed by the Fund’s Distribution and Servicing Plan.
All or a portion of the Servicing Fee may be used to pay for sub-transfer agency, sub-accounting andcertain other administrative services. The Fund also pays for certain sub-transfer agency, sub-accounting
and administrative services outside of the Servicing Fee.
The Class I Shares do not incur a Servicing Fee.
How to Purchase Shares
The following section provides basic information about how to purchase Shares of 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. Shares of the Fund will be continuously offered through theDistributor. As discussed below, the Fund may authorize one or more Selling Agents to receive orders on its
behalf. Class I Shares, Class D Shares, Class S Shares, and Class T Shares are continuously offered at NAV
per share calculated as of the close of business on the last business day of each month, plus any applicablefront-end sales load. Selling Agents may establish different minimum investment requirements than theFund and may also independently charge you transaction fees and additional amounts (which may vary) inreturn for its services, which will reduce your return. Shares you purchase through Selling Agents will normallybe held in your account with that firm.
The Fund and the Distributor will have the sole right to accept orders to purchase Shares and reserve
the right to reject any order in whole or in part.
Class I Shares
Eligible investors may purchase Class I Shares in the following ways:• Class I Shares are generally available for purchase in this offering only (1) through fee-based
programs, also known as wrap accounts, that provide access to Class I Shares, (2) by endowments,
foundations, pension funds and other institutional investors, (3) through participating broker-dealersthat have alternative fee arrangements with their clients to provide access to Class I Shares,(4) through certain registered investment advisers, (5) by the employees, officers and directors of theAdviser (and its affiliates) and their family members, and joint venture partners, consultants, otherservice providers, and other similar parties or (6) other categories of investors that we name in an
amendment or supplement to this Prospectus.

98Class D Shares
As of the date of this Prospectus, Class D Shares are not being offered for sale. Once available, eligible
investors may purchase Class D Shares in the following ways:• Class D Shares are generally available for purchase in this offering only (1) through fee-based
programs, also known as wrap accounts, that provide access to Class D Shares, (2) throughparticipating broker-dealers that have alternative fee arrangements with their clients to provide accessto Class D Shares, (3) through transaction/brokerage platforms at participating broker-dealers,(4) through certain registered investment advisers, (5) through bank trust departments or any otherorganization or person authorized to act in a fiduciary capacity for its clients or customers or (6) othercategories of investors that we name in an amendment or supplement to this Prospectus.
Class S Shares and Class T Shares
As of the date of this Prospectus, Class S and Class T Shares are not being offered for sale. Class S andClass T Shares are not available for purchase directly from the Distributor. Once available, eligible investors
may purchase Class S and Class T Shares in the following ways:• Class S and T Shares may be offered for investment through certain financial firms that charge theircustomers transaction or other fees with respect to their customers’ investments in the Fund. Class S
and Class T Shares are primarily offered and sold to retail investors by certain broker-dealers which
are members of FINRA and which have agreements with the Fund’s Distributor to offer Class S
and/or Class T Shares, but may be made available through other financial firms, including banks
and trust companies and to specified benefit plans and other retirement accounts. Your broker-dealer
or other financial firm may establish different minimum investment requirements than the Fundand may also independently charge you transaction or other fees and additional amounts (which mayvary) in return for its services, which will reduce your return. Shares you purchase through yourbroker-dealer or other financial firm will normally be held in your account with that firm andinstructions for buying, selling, exchanging or transferring Class S and/or Class T Shares must be
submitted by your broker-dealer or other financial firm on your behalf.
Investors purchasing Shares through a retirement plan or employee benefit plan may obtain additional
information regarding the plan from their plan sponsor.
Acceptance and Timing of Purchase Orders
A completed and executed subscription agreement and payment must be received by the Fund or its
designee prior to the close of regular trading on the NYSE (ordinarily 4:00 p.m., Eastern time) at least fivebusiness days prior to the first calendar day of the month (unless waived by the Fund or its designee) in order
to be effected at the Fund’s then current NAV plus any applicable front-end sales load. Instructions must
include the name and signature of an appropriate person designated on the account application, accountname, account number (for subsequent trades), name of the Fund and dollar amount. Payments received
without order instructions could result in a processing delay or a return of wire. Failure to send theaccompanying payment on the same day may result in the cancellation of the order. The Fund is “open forbusiness” on each day the NYSE is open for trading, which excludes the following holidays: New Year’s Day,
Martin Luther King, Jr. Day, Washington’s Birthday, Good Friday, Memorial Day, Juneteenth National
Independence Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. If the NYSE isclosed due to weather or other extenuating circumstances on a day it would typically be open for business, theFund reserves the right to treat such day as a business day and accept purchase orders in accordance withapplicable law. The Fund reserves the right to close if the primary trading markets of the Fund’s Portfolio
Investments are closed and the Fund’s management believes that there is not an adequate market to meetpurchase requests. On any business day when the Securities Industry and Financial Markets Association
recommends that the securities markets close trading early, the Fund may close trading early. Purchase orders
will be accepted only on days which the Fund is open for business.
The Fund and the Distributor each reserves the right, in its sole discretion, to accept or reject anyorder for purchase of Shares. The sale of Shares may be suspended during any period in which the NYSE isclosed other than weekends or holidays, or if permitted by the rules of the SEC, when trading on the99

NYSE is restricted or during an emergency which makes it impracticable for the Fund to dispose of its
securities or to determine fairly the value of its net assets, or during any other period as permitted by the
SEC for the protection of investors.
Purchasing Directly From the FundThe following section provides additional information for investors wishing to purchase Shares directlyfrom the Fund. If you are investing through a financial intermediary, please contact your Selling Agent
directly for more information.
Purchase by Mail. To purchase Shares by mail, simply complete and sign the account application andmail it, or for subsequent purchases include name, fund name and account number along with a check madepayable to the Fund:
Regular Mail

Brookfield Infrastructure Income Fund Inc.
PO Box 219501
Kansas City, MO 64121-9501

Overnight or Express Mail

Brookfield Infrastructure Income Fund Inc.
430 W 7th Street
Suite 219501
Kansas City, MO 64105-1407

The Fund does not consider the U.S. Postal Service or other independent delivery services to be its
agents. Therefore, deposit in the mail or with such services does not constitute receipt by the Transfer
Agent. Receipt is determined at the time the order is received at the Transfer Agent’s offices.
All purchase checks must be in U.S. dollars drawn on a domestic financial institution. The Fund will
not accept payment in cash or money orders. To prevent check fraud, the Fund will not accept third party
checks, Treasury checks, credit card checks, traveler’s checks or starter checks for the purchase of Shares. The
Fund is unable to accept post-dated checks, or any conditional order or payment.
It is the policy of the Fund not to accept applications under certain circumstances or in amounts
considered disadvantageous to stockholders. The Fund reserves the right to reject any application. An
account application to purchase Fund Shares are subject to acceptance by the Fund and is not binding until
so accepted. Accounts opened by entities, such as credit unions, corporations, limited liability companies,
partnerships or trusts, will require additional documentation. Please note that if any information is missing,your account application will be returned, and your account will not be opened.
Initial Investment — By wire. To purchase by wire, the Transfer Agent must have a completed
account application before your wire is sent. A purchase order will not be accepted until the Fund hasreceived the completed application and any requested documentation in proper form. Wired funds must be
received by 4:00 p.m. Eastern time at least five business days prior to the first calendar day of the month(unless waived by the Fund or its designee) to be accepted for that month’s admittance.
ABA #: 1010-0069-5
Account #: 9872657292
Further credit: SS&C GIDS, Inc. as Agent for Brookfield Infrastructure Income Fund Inc.
Stockholder name and account number:
Subsequent Investments — By wire. Before sending your wire, please contact the Transfer Agent toadvise them of your intent to wire funds. This will ensure prompt and accurate credit upon receipt of yourwire.
Wired Funds Disclaimer. Wired funds must be received prior to 4:00 p.m. Eastern time to be eligible
for same day pricing. The Fund and the Transfer Agent are not responsible for the consequences of delays
resulting from the banking or Federal Reserve wire system, or from incomplete wiring instructions.
Lost Stockholders, Inactive Accounts and Unclaimed Property. It is important that the Fund maintains
a correct address for each investor. An incorrect address may cause an investor’s account statements and othermailings to be returned to the Fund. Based upon statutory requirements for returned mail, the Fund will100

attempt to locate the investor or rightful owner of the account. If the Fund is unable to locate the investor,
then the Fund will determine whether the investor’s account can legally be considered abandoned. Mutualfund accounts may be transferred to the state government of an investor’s state of residence if no activity
occurs within the account during the “inactivity period” specified in the applicable state’s abandoned property
laws, which varies by state. The Fund is legally obligated to escheat (or transfer) abandoned property to
the appropriate state’s unclaimed property administrator in accordance with statutory requirements. The
investor’s last known address of record determines which state has jurisdiction. Please proactively contact theTransfer Agent toll-free at 844-915-0238 at least annually to ensure your account remains in active status.
Signature Guarantees. Signature guarantees will generally be accepted from domestic banks, brokers,
dealers, credit unions, national securities exchanges, registered securities associations, clearing agencies andsavings associations, as well as from participants in the New York Stock Exchange Medallion Signature
Program and the Securities Transfer Agents Medallion Program (“STAMP”). A notary public is not an
acceptable signature guarantor.
A signature guarantee, from either a Medallion program member or a non-Medallion program
member, is required in the following situations:• If ownership is being changed on your account;• When repurchase proceeds are payable or sent to any person, address, or bank account not onrecord;• When a repurchase request is received by the Transfer Agent and the account address has changed
within the last 30 calendar days; or• For all repurchases in excess of $100,000 where proceeds are requested to be sent by check.
The Fund may waive any of the above requirements in certain instances. In addition to the situations
described above, the Fund and/or the Transfer Agent reserve the right to require a signature guarantee inother instances based on the circumstances relative to the particular situation.
Non-financial transactions, including establishing or modifying certain services on an account, may
require a signature guarantee, signature verification from a Signature Validation Program member, or otheracceptable form of authentication from a financial institution source.
If you are investing through a financial intermediary, please contact your financial intermediarydirectly for more information.
Anti-Money Laundering
In compliance with the USA Patriot Act of 2001, please note that the Transfer Agent will verify certain
information on your account application as part of the Fund’s Anti-Money Laundering Program. As
requested on the account application, you must supply your full name, date of birth, social security number
and permanent street address. If you are opening the account in the name of a legal entity (e.g., partnership,
limited liability company, business trust, corporation, etc.), you must also supply the identity of the beneficial
owners. Mailing addresses containing only a P.O. Box will not be accepted. Please contact the Transfer
Agent at 844-915-0238 if you need additional assistance when completing your account application.
If we do not have a reasonable belief of the identity of a customer, the account will be rejected, or thecustomer will not be allowed to perform a transaction on the account until such information is received.
The Fund may also reserve the right to close the account within 5 business days if clarifying information/
documentation is not received.
Front-End Sales Loads
This section includes important information about front-end sales loads and front-end sales load
reductions available to investors in the Fund’s Class D, Class S, and Class T Shares.
The public offering price of the Shares will be the NAV per share at the time of purchase, plus any
applicable sales load. The initial sales load varies depending on the size of your purchase, as set forth in the101

tables below. The actual sales load paid may vary among and within Selling Agents, as described herein. No
sales load is imposed when Class D, Class S, or Class T Shares are issued to you pursuant to the automatic
reinvestment of income dividends or capital gains distributions. It is the responsibility of you and/or yourfinancial intermediary to ensure that you obtain the proper breakpoint sales load discount, if any.
Because the offering price is calculated to two decimal places, the dollar amount of the front-end sales
load as a percentage of the offering price and your net amount invested for any particular purchase ofFund Shares may be higher or lower depending on whether downward or upward rounding was required
during the calculation process.
Class D, Class S, and Class T Shares of the Fund are sold subject to the following front-end sales
loads, each of which is anticipated to be reallowed in full by the Distributor to participating broker-dealers:Front-End Sales
Load as a % of
the offering priceof Class D Shares(Reallowance toBroker-Dealers)Front-End Sales
Load as a % of
the offering priceof Class S Shares(Reallowance toBroker-Dealers)Front-End Sales
Load as a % of
the offering priceof Class T Shares(Reallowance toBroker-Dealers)

Up to $149,999.99 . . . . . . . . . . . . . . . . . . . .
$150,000.00 to $499,999.99 . . . . . . . . . . . . . .
$500,000.00 to $999,999.99 . . . . . . . . . . . . . .

2.00%
1.50%
1.00%

3.50%
3.00%
2.50%

3.50%
3.00%
2.50%

$1,000,000.00 and over . . . . . . . . . . . . . . . . .

0.50%

2.00%

2.00%

Your investment

A person eligible for a sales load reduction, as shown in the above table, includes an individual, his or
her spouse or equivalent, children under 21 years of age and any corporation, partnership or sole
proprietorship which is 100% owned, either alone or in combination, by any of the foregoing, a trustee orother fiduciary purchasing for a single trust or for a single fiduciary account, or a “company” as defined in
Section 2(a)(8) of the Investment Company Act. Investors must notify the Fund or their Selling Agent at thetime of the purchase order whenever a front-end sales load reduction is applicable to purchases and may
be required to provide the Fund, or their Selling Agent, with certain information or records to verify eligibility
for a front-end sales load reduction. Such information or records may include account statements or otherrecords for Shares of the Fund of the investor and other eligible persons, as described above.
Upon such notification, an investor will pay the lowest applicable front-end sales load. Front-end sales
load reductions may be modified or terminated at any time. Selling Agents may, in their sole discretion andsubject to applicable law, reduce or waive the front-end sales load on a non-scheduled basis in individual cases.
For more information about sales load reductions, investors should contact the Distributor or their Selling
Agent.
Qualifying for a Reduced Class S or Class T Front-End Sales Load
Investors in the Fund may reduce or eliminate front-end sales loads applicable to purchases of Class S
Shares or Class T Shares through utilization of the Rights of Accumulation, Letter of Intention or
Reinvestment Privilege. These programs will apply to purchases of other closed-end funds that the Adviser
or its affiliates may sponsor in the future as well as any open-end funds sponsored by the Adviser or its
affiliates that offer Class S Shares or Class T Shares (collectively, the “Eligible Funds”). These programs
are summarized below.
Rights of Accumulation
Any “purchaser” (as defined below) may buy Class S Shares or Class T Shares at a reduced front-end
sales load by aggregating the dollar amount of the new purchase and the total net amount invested of all
Shares of the Fund then held by the purchaser and applying the front-end sales load applicable to suchaggregate. To obtain such discount, the purchaser must provide sufficient information at the time of purchaseto permit verification that the purchase qualifies for the reduced front-end sales load. The rights ofaccumulation is subject to modification or discontinuance at any time with respect to all Shares purchased
thereafter.
102

For purposes of determining the applicable front-end sales load discount, a “purchaser” includes anindividual, the individual’s spouse and the individual’s children under the age of 21, purchasing Class S
Shares or Class T Shares for the individual’s own account or account with the individual’s spouse and/or
children; or a trustee or other fiduciary purchasing Class S Shares or Class T Shares for a single fiduciary
account although more than one beneficiary may be involved; or employees of a common employer, provided
that purchases are aggregated and submitted by a single source and quarterly confirmation of such
purchases can be provided to that single source; or an organized group, provided that the purchases are
made through a central administrator, or a single dealer.
Stockholder’s Responsibility With Respect to Breakpoint Discounts
To obtain the Class S Share or Class T Share front-end sales load discount set forth above, you must
inform your financial intermediary of the existence of any eligible amounts under any Rights of Accumulationin accounts held by family members at the time of purchase. You must inform your financial intermediaryof all Shares of the Fund held (i) in your account(s) at the financial intermediary, (ii) in your account(s) byanother financial intermediary, and (iii) in any other accounts held at any financial intermediary belonging
to family members. IF YOU FAIL TO INFORM YOUR FINANCIAL INTERMEDIARY OR THE FUND
OF ALL ELIGIBLE HOLDINGS OR PLANNED PURCHASES, YOU MAY NOT RECEIVE A
FRONT-END SALES LOAD DISCOUNT TO WHICH YOU WOULD OTHERWISE BE ENTITLED.
The Fund will require the names and account numbers of all accounts claimed in connection with a request
for a front-end sales load discount. You may also be required to provide verification of holdings (such asaccount statements and/or copies of documents that reflect the original purchase cost of your holdings) that
qualify you for a front-end sales load reduction. As such, it is very important that you retain all records that
may be needed to substantiate an original purchase price of your holdings, because the Fund, the Transfer Agentand financial intermediaries may not maintain this information.
Reinvestment Privilege
If the Fund repurchases your Class S Shares or Class T Shares, you may reinvest some or all of theproceeds in the same class of any Eligible Fund on or before the 90th day after the repurchase without a frontend sales load unless the reinvestment would be prohibited by the Adviser’s frequent trading policy (ifany). Special tax rules may apply. All accounts involved must have the same registration. This privilege does
not apply to purchases made through automatic investment services. The reinvestment privilege only
applies to your Class S or Class T Shares if you previously paid a front-end sales load in connection withyour purchase of such Class S or Class T Shares.
Payments to Financial Intermediaries
The Fund may pay service fees to Selling Agents for sub-administration, sub-transfer agency and otherstockholders services associated with stockholders whose Shares are held of record in omnibus accounts,
other group accounts or accounts traded through registered securities clearing agents.
The Adviser, out of its own resources and without additional cost to the Fund or its stockholders, may
provide additional cash payments to intermediaries, including affiliates of the Adviser, for the sale of Sharesand related services. These payments and compensation are in addition to service fees paid by the Fund, ifany. Payments are generally made to intermediaries that provide shareholder servicing, marketing and related
sales support or access to sales meetings, sales representatives and management representatives of theintermediary. Payments may also be paid to intermediaries for inclusion of the Fund on a sales list, including
a preferred or select sales list or in other sales programs. Compensation may be paid as an expense
reimbursement in cases in which the intermediary provides stockholder services to the Fund. The Adviser
may also pay cash compensation in the form of finder’s fees that vary depending on the dollar amount of the
Shares sold. The level of such payments may be substantial and may be different for different Selling
Agents. These payments may create incentives on the part of a Selling Agents to view the Fund favorablycompared with investment funds that do not make these payments, or that make smaller payments.

103

Share Class Considerations
The Fund currently offers four classes of Shares: Class I Shares, Class D Shares, Class S Shares andClass T Shares. When selecting a class of our Shares, you should consider the following:• Which classes of Shares are available to you;
• The amount you intend to invest;• How long you expect to own our Shares; and• The total costs and expenses associated with a particular class of Shares.
Each investor’s financial considerations are different. You should speak with your Selling Agent to help
you decide which class of Shares are best for you. Not all Selling Agents offer all classes of Shares. In addition,
Selling Agents may vary the actual front-end sales load charged, if applicable, as well as impose additional
fees and charges on each class of Shares. If your Selling Agent offers more than one class of Shares, you
should carefully consider which class of Shares to purchase.
Distribution in Foreign Jurisdictions
The distribution of this Prospectus and the offer and sale of Shares in certain jurisdictions may be
restricted by law. It is the responsibility of any persons wishing to purchase Shares to inform themselves ofand to observe all applicable laws and regulations of any relevant jurisdictions. Prospective investors should
inform themselves as to the legal requirements and tax consequences within the countries of theircitizenship, residence, domicile and place of business with respect to the acquisition, holding or disposal of
Shares, and any foreign exchange restrictions that may be relevant thereto.

104

REPURCHASESNo Right of Repurchase
The Fund is a closed-end management investment company, and as such its stockholders will not havethe right to cause the Fund to repurchase their Shares. Instead, the Fund expects to provide liquidity to its
stockholders through tender offers. Repurchases may be made, at the Fund’s discretion, in a manner consistent
with the Fund’s periodic repurchases or in such other manner permitted by the Exchange Act, the Investment
Company Act and the rules thereunder.
Tender Offers
The Fund does not currently intend to list its Shares for trading on any securities exchange or any othertrading market in the near future. In recognition that a secondary market for the Fund’s Shares likely will
not exist, the Adviser currently intends to recommend to the Board that the Fund conduct quarterly tender
offers for up to 5.0% of its outstanding Shares in the sole discretion of the Board. The Fund’s NAV pershare will be available on the Fund’s website at www.brookfieldoaktree.com/fund/brookfield- infrastructureincome-fund-inc. In the event a tender offer is oversubscribed by stockholders who tender Shares, theFund will repurchase a pro rata portion by value of the Shares tendered by each stockholder, extend thetender 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. If an Early Repurchase Fee is charged to a stockholder, the amountof such fee will be retained by the Fund. An Early Repurchase Fee payable by a stockholder may be waived
by the Fund, in circumstances where the Board of Directors determines that doing so is in the best interestsof the Fund and in a manner as will not discriminate unfairly against any stockholder.
However, in any given quarter, the Adviser may or may not recommend to the Board that the Fund
conduct a tender offer. For example, if adverse market conditions cause the Fund’s investments to become
illiquid or trade at depressed prices or if the Adviser believes that conducting a tender offer for 5.0% or less ofthe Fund’s Shares then outstanding would impose an undue burden on stockholders who do not tendercompared to the benefits of giving stockholders the opportunity to sell all or a portion of their Shares at
NAV, the Fund 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, repurchases will bemade at such times and on such terms as may be determined by the Board of Directors, in its sole discretion.
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 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 ismade, 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 Shares as 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 borrowor sell its more liquid, higher quality portfolio securities to purchase Shares that are tendered, which may
105increase risks for remaining stockholders and increase fund expenses as a percent of assets. The Fund isdesigned primarily for long-term investors and an investment in the Fund’s Shares should be considered
illiquid.
In a tender offer, the Fund repurchases outstanding Shares at the NAV per share of each class of
Shares or at a percentage of such NAV per share. The Fund may sell Portfolio Investments to fund tender
offers. However, subject to the Fund’s investment restriction with respect to Borrowings, the Fund may
borrow money to finance the repurchase of Shares pursuant to any tender offers. However, there can be noassurance that the Fund will be able to obtain such financing for tender offers if it attempts to do so.
Moreover, if the Fund’s portfolio does not provide adequate liquidity to fund tender offers, the Fund may
extend the last day of any tender offer. Although tender offers generally would be beneficial to stockholders
by providing them with some ability to sell their Shares at NAV, the acquisition of Shares by the Fund will
decrease the total assets of the Fund. Tender offers are, therefore, likely to increase the Fund’s expense ratio,
may result in untimely sales of portfolio securities and/or may limit the Fund’s ability to participate in newinvestment opportunities. To the extent the Fund maintains a cash position to satisfy Fund repurchases, theFund would not be fully invested, which may reduce the Fund’s investment performance. Furthermore, tothe extent the Fund borrows to finance the making of tender offers by the Fund, interest on such borrowings
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. Consummating a tender offer may
require the Fund to liquidate portfolio securities, and realize gains or losses, at a time when the Adviser would
otherwise consider it disadvantageous to do so.
It is the Board’s policy, which may be changed by the Board, not to purchase Shares pursuant to atender offer if (1) such purchases would impair the Fund’s status as a RIC; (2) the Fund would not be able
to liquidate portfolio securities in a manner that is orderly and consistent with the Fund’s investment objectives
and policies in order to purchase Shares tendered pursuant to the tender offer; or (3) there is, in the Board’s
judgment, any (a) legal action or proceeding instituted or threatened challenging the tender offer orotherwise materially adversely affecting the Fund, (b) declaration of a banking moratorium by Federal orstate authorities or any suspension of payment by banks in the United States or New York State, which ismaterial to the Fund, (c) limitation imposed by Federal or state authorities on the extension of credit bylending institutions, (d) commencement or escalation of war, armed hostilities, acts of terrorism, natural
disasters, public health crises or other international or national calamity directly or indirectly involving theUnited States that in the sole determination of the Board is material to the Fund, (e) a material decrease in theestimated NAV of the Fund from the estimated NAV of the Fund as of the commencement of the tender
offer or (f) other events or conditions that would have a material adverse effect on the Fund or its stockholders
if Shares tendered pursuant to the tender offer were purchased. Thus, there can be no assurance that theBoard will proceed with any tender offer. The Board may modify these conditions in light of circumstances
existing at the time. The Fund may not purchase Shares to the extent such purchases would result in theasset coverage with respect to any borrowing being reduced below the asset coverage requirement set forthin the Investment Company Act. Accordingly, in order to purchase all Shares tendered, the Fund may have to
repay all or part of any then outstanding borrowing to maintain the required asset coverage. In addition,
the amount of Shares for which the Fund makes any particular tender offer may be limited for the reasons
set forth above or in respect of other concerns related to the Fund’s portfolio or the impact of the tender offer
on those stockholders who do not sell their Shares in the tender offer. If a tender offer is oversubscribed bystockholders who tender Shares, the Fund will generally repurchase a pro rata portion of the Shares tenderedby each stockholder. However, the Board, in its discretion, subject to applicable law, may amend a tender
offer to include all or part of the oversubscribed amounts. In addition, for any tender offer, third party
stockholders may not be given priority over stockholders that are affiliates of Brookfield, whose holdings in
the Fund may be significant and may have the effect of diluting third party stockholders with respect toany tender offer.
Each tender offer would be made and stockholders would be notified in accordance with therequirements of the Exchange Act and the Investment Company Act, either by publication or mailing or
both. The tender offer documents will contain information prescribed by such laws and the rules andregulations promulgated thereunder. The repurchase of tendered Shares by the Fund is a taxable event to106stockholders. See “Certain U.S. Federal Income Tax Considerations.” Selected securities dealers or otherfinancial intermediaries may charge a processing fee to confirm a repurchase of Shares pursuant to a tender
offer.
The Fund will assume all fees and expenses related to a repurchase of Shares. A stockholder tendering
for repurchase less than all of its Shares must maintain a minimum account balance after the repurchase iseffected, the amount of which will be established by the Fund from time to time and is currently $1,000. If astockholder tenders a number of Shares that would cause the aggregate NAV of the stockholder’s holdings
to fall below the required minimum, the Fund reserves the right to reduce the amount to be repurchased fromthe stockholder so that the required minimum balance is maintained. The Fund may also repurchase all ofsuch a stockholder’s Shares in the Fund. The Fund or the Adviser may waive the minimum account balancefrom time to time.
The Fund’s NAV per share may change materially from the date a tender offer is mailed to the tendervaluation date (or any later valuation date if the tender offer is extended), and to the effective date of
repurchase, and it also may change materially shortly after a tender is completed. The method by which theFund calculates its NAV is discussed under the caption “Calculation of Net Asset Value and Valuation.”
Mandatory Repurchases
The Fund may repurchase Shares without consent or other action by the stockholder 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 violationof, 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; or• 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 front-end sales
load that was charged in connection with the stockholder’s purchase of such Shares.

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CALCULATION OF NET ASSET VALUE AND VALUATIONThe Fund will calculate its NAV (i) as of the close of business on the last business day of each calendar
month; (ii) on each date that Shares are to be repurchased in connection with the Fund’s offer to purchase
Shares; and (iii) at such other times as the Board shall determine (each, a “Determination Date”) typically asof the regularly scheduled close of normal trading on the NYSE/TSX (normally, 4:00 p.m., Eastern time).
If the regular schedule of the NYSE/TSX is for a close prior to 4:00 p.m., Eastern time, such as on days inadvance of holidays observed by the NYSE/TSX, the Fund typically will calculate its NAV as of such earlier
closing time. In unusual circumstances, such as an unscheduled close or halt of trading on the NYSE/TSX,
the Fund may calculate its NAV as of an alternative time. In determining its NAV, the Fund will value its
investments as of the relevant Determination Date. The NAV of the Fund will equal the value of the total
assets of the Fund (including the NAV of each class of Shares, including interest accrued but not yet received),less all of its liabilities (including accrued fees and expenses, dividends payable and any borrowings of theFund), each determined as of the relevant Determination Date. The NAV of each class of Shares will becalculated separately based on the fees and expenses applicable to each class. It is expected that the NAV ofeach class of Shares will vary over time as a result of the differing fees and expenses applicable to each class.
The Board has adopted procedures for the valuation of the Fund’s securities (the “Valuation
Procedures”). The Adviser oversees the day-to-day responsibilities for valuation determinations under the
Valuation Procedures. The Board regularly reviews the application of these procedures to the securities in the
Fund’s portfolio.
The Board has designated the Adviser as the valuation designee pursuant to Rule 2a-5 under the 1940
Act to perform fair value determination relating to any or all Fund investments. The Board oversees theAdviser in its role as the valuation designee in accordance with the requirements of Rule 2a-5.
The Valuation Procedures are implemented by the Adviser and the Administrator. Both the Adviser
and the Administrator are subject to the oversight of, and report to, the Board. The Adviser and theAdministrator monitor and review the methodologies of the various third-party pricing services that are
employed by the Fund. The Adviser employs valuation techniques for private investments held by the Fund,which include discounted cash flow methods and market comparables. The NAV of the Fund will beequivalent to its assets less its liabilities valued in accordance with the policies and procedures as discussed
below.
Valuation Methodology — Publicly Traded Securities
Investments in securities that are publicly listed on the NYSE/TSX are valued, except as indicatedbelow, at the official closing price reflected at the close of the NYSE/TSX on the business day as of whichsuch value is being determined. If there has been no published closing price on such day, the securities arevalued at the mean of the closing bid and ask prices for the day or, if no ask price is available, at the bid price.
Securities not listed on the NYSE/TSX but listed on other domestic or foreign securities exchanges arevalued in a similar manner. Securities traded on more than one securities exchange are valued at the closing
price of the exchange representing the principal market for such securities on the business day as of whichsuch value is being determined. If, after the close of a domestic or foreign market, but prior to the close ofbusiness on the day the securities are being valued, market conditions change significantly, the domestic
or foreign securities may be valued pursuant to procedures established by the Board.
Securities traded in the over-the-counter market, such as fixed-income securities and certain equities,
including listed securities whose primary market is believed by the Adviser to be over-the-counter, are valued
at the official closing prices as reported by sources as the Board deems appropriate to reflect their fair market
value. If there has been no official closing price on such day, the securities are valued at the mean of theclosing bid and ask prices for the day or, if no ask price is available, at the bid price. Fixed-income securities
typically will be valued on the basis of prices provided by a pricing service, generally an evaluated price or
the mean of closing bid and ask prices obtained by the pricing service, when such prices are believed by theAdviser to reflect the fair market value of such securities. Furthermore, the Fund’s Adviser will review thevaluation methodology of any pricing service used in the Fund’s investment valuation process, subject tooversight and/or approval of the Board.
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Valuation Methodology — Short Term Debt Securities
Short-term debt securities, which have a maturity date of 60 days or less, are valued at amortized cost,which approximates fair value.
Valuation Methodology — Private Investments
For investments in non-publicly traded equity or debt securities with a maturity date of more than
60 days, the Board has approved procedures pursuant to which the Adviser and the Board will use their best
efforts to ensure that the value of each private instrument is adjusted based on the Adviser’s estimate ofwhat actual fair value would be under current market conditions. Recently acquired investments will be
initially valued at cost and then subsequently valued on a quarterly basis. Between the quarterly valuation
periods, the fair value of the private investments will be adjusted monthly based on the total return that theinvestment is expected to generate and the impact of foreign exchange. In addition, the Adviser will monitor
the Fund’s private investments for events that the Adviser believes may have a material impact on the fairvalues, including but not limited to, capital market events, recent financial results, and regulatory changes.
Upon the occurrence of such a material event and provided that the Adviser is aware that such event has
occurred, the Adviser will promptly update the estimate of the valuations of the investments.
Except for short term debt securities, the Fund will also engage qualified external valuation consultants
to provide valuation information for all private investments at least annually.
Secondary Investments are generally valued based on the latest net asset value reported by the Portfolio
Fund Manager or third-party sponsor.
Private Long-Term Debt and Preferred Share Investments
The Adviser will evaluate each private debt investment’s fair value based on numerous factors, including
but not limited to changes in credit risk, the financial strength of the borrower, and the debt instrument’s
spread to US Treasuries, or other relevant government debt. The Fund will generally value any private debt
investments at the lesser of their amortized cost or the high end of any valuation range as provided by aqualified external valuation consultant. In certain circumstances, the Adviser may determine that thisamount does not represent the fair value of the private debt investment based on current market conditions.
In such an instance, the Adviser will fair value the investment. In its fair valuation assessment process, theAdviser may consider any information it deems appropriate including as received directly from the borrower
or other external valuation consultants. Any such fair valuation determinations will be made in good faithand may be based upon an internally developed pricing model, subject to the review and ratification of theBoard.
Private Equity Investments
In assessing the fair value of the Fund’s non-traded private equity investments, the Adviser uses thevaluation methodology it deems most appropriate and consistent with industry best practices and market
conditions. The Adviser will employ a variety of methods such as earnings and multiple analysis anddiscounted cash flow. The advisor will take into consideration all relevant information reasonably available
at the time the Adviser values its portfolio and makes assumptions that are based on market conditions
existing as at the Determination Date.
NAV and NAV Per Share Calculation
The price at which an investor buys Shares or has Shares repurchased is the NAV per share. The
Adviser calculates the Fund’s NAV each month on the valuation date as follows:• Current value of the Fund’s total assets, including the value of all investments held; and• Less any liabilities including accrued fees and expenses of the Fund and distributions to be paid.
Expenses of the Fund, including the Management Fee, are accrued at least on a monthly basis on the
Determination Date and taken into account for the purpose of determining the Fund’s NAV. Similarly,109

expenses of the Fund are accrued on a monthly basis on the Determination Date and taken into accountfor the purpose of determining the Fund’s NAV. Fund level debt will be valued in accordance with U.S.
GAAP.
The NAV of the Fund will equal the value of the total assets of the Fund (including the NAV of eachclass of Shares, including interest accrued but not yet received), less all of its liabilities (including accrued
fees and expenses, dividends payable and any borrowings of the Fund), each determined as of the relevant
Determination Date. The net asset values of Class I Shares, Class D Shares, Class S Shares and Class T Shares
will be calculated separately based on the fees and expenses applicable to each class. NAV per share is
calculated by taking the Fund’s NAV divided by the total number of Shares outstanding at the time thedetermination is made. It is expected that the NAV of Class I Shares, Class D Shares, Class S Shares andClass T Shares will vary over time as a result of the differing fees and expenses applicable to each class.
Rapidly changing market conditions or material events may not be immediately reflected in the Fund’smonthly NAV. The resulting potential disparity in the Fund’s NAV may inure to the benefit of stockholders
whose shares are repurchased or new purchasers of our Shares, depending on whether our published NAV
per share of such class is overstated or understated.

110

DISTRIBUTIONS AND DIVIDENDS
The Fund intends to distribute substantially all of its net investment income to common stockholders
in the form of distributions. Under normal market conditions, the Fund intends to declare and pay
distributions monthly to common stockholders of record. In addition, the Fund intends to distribute any
net capital gains earned from the sale of portfolio securities to common stockholders no less frequently thanannually, although net short-term capital gains may be paid more frequently. However, the Fund cannot
guarantee that it will make distributions and the amount of distributions that the Fund may pay, if any, is
uncertain.
The Fund intends to pay common stockholders annually all, or at least 90%, of its investment company
taxable income. Various factors will affect the level of the Fund’s investment company taxable income, suchas its asset mix. Distributions may be paid to the holders of the Fund’s Shares if, as and when authorized
by the Board of Directors and declared by the Fund out of assets legally available therefor. To permit theFund to pay monthly distributions, it may from time to time distribute less than the entire amount of income
earned in a particular period, with the undistributed amount being available to supplement future
distributions. As a result, the distributions paid by the Fund for any particular monthly period may be moreor less than the amount of income actually earned during that period. Because the Fund’s income willfluctuate and the Fund’s distribution policy may be changed by the Board of Directors at any time, there
can be no assurance that the Fund will pay distributions or dividends. Distributions are subject tore-characterization for federal income tax purposes after the end of the fiscal year.
In the event that the total distributions on the Fund’s Shares exceed the Fund’s current and accumulated
earnings and profits allocable to such Shares, the excess distributions will generally be treated as a tax-free
return of capital (to the extent of the stockholder’s tax basis in the Shares). A return of capital is a return
to investors of a portion of their original investment in the Fund rather than income or capital gain.
Stockholders should not assume that the source of a distribution from the Fund is net profit or income.
Distributions sourced from paid-in capital should not be considered as part of the current yield or total returnfrom an investment in the Fund. The amount treated as a tax-free return of capital will reduce astockholder’s adjusted tax basis in the Shares (but not below zero), thereby increasing the stockholder’spotential taxable gain or reducing the potential loss on the sale of the Shares.
Distributions paid by the Fund will be reinvested in additional Shares of the Fund, unless a stockholder
elects to receive all distributions in cash. See “Dividend Reinvestment Plan” below.
Section 19(b) of the Investment Company Act and Rule 19b-1 thereunder generally limit the Fund to
one long-term capital gain distribution per year, subject to certain exceptions. For purposes of declaring
and paying distributions, the Fund will determine its monthly net investment income to distribute inaccordance with GAAP, which may differ from income tax regulations. For tax purposes, a distribution thatfor purposes of GAAP is composed of return of capital and net investment income may be subsequently
re-characterized to also include capital gains. Stockholders will be informed of the tax characteristics of any
distributions after the close of the Fund’s fiscal year.

111

DIVIDEND REINVESTMENT PLAN
The Fund has adopted a Dividend Reinvestment Plan (the “DRIP,” or the “Plan”) that provides that,unless stockholders elect to receive their distributions in cash, they will be automatically reinvested by SS&C
GIDS, Inc. (in such capacity, the “Plan Administrator”), in additional Shares. If stockholders elect toreceive distributions in cash, they will receive them paid by check mailed directly to them by the Plan
Administrator.
The Fund may pay distributions from sources that may not be available in the future and that are
unrelated to the Fund’s performance, such as from offering proceeds and/or borrowings. See “Distributions
and Dividends” above.
Shares received under the Plan will be issued to stockholders at their NAV on the ex-dividend date;there is no sales or other charge for reinvestment. Stockholders are free to withdraw from the Plan and electto receive cash at any time by giving written notice to the Plan Administrator or by contacting the broker
or dealer, who will inform the Fund.
The Plan Administrator provides written confirmation of all transactions in the shareholder accounts
in the Plan, including information stockholders may need for tax records. Any proxy stockholders receive
will include all Shares received under the Plan.
Automatically reinvested dividends and distributions are taxed in the same manner as cash dividends
and distributions. See “Certain U.S. Federal Income Tax Considerations.”
The Fund and the Plan Administrator reserve the right to amend or terminate the Plan. There is no
direct service charge to participants in the Plan; however, the Fund reserves the right to amend the Plan toinclude a service charge payable by the participants. If the Plan is amended to include such service charges, thePlan Administrator will include a notification to registered stockholders with the Plan Administrator.
Additional information about the Plan may be obtained from the Plan Administrator.

112

DESCRIPTION OF SHARES
The following description of the terms of the shares of stock of the Fund is only a summary. For acomplete description, please refer to the Fund’s charter (the “Charter”) and Bylaws (the “Bylaws”).
The Fund’s authorized capital consists of 1,000,000,000 shares of common stock, $0.001 par value pershare. Of the total Shares authorized, 250,000,000 are classified and designated as Class I Shares, 250,000,000
are classified and designated as Class D Shares, 250,000,000 are classified and designated as Class S
Shares, and 250,000,000 are classified and designated as Class T Shares.
There is currently no market for the Fund’s Shares, and the Fund does not expect that a market for its
Shares will develop in the foreseeable future, if ever. A majority of the entire Board may, without any action
by the stockholders, amend the Charter from time to time to increase or decrease the aggregate number ofshares of stock or the number of shares of any class or series that the Fund has authority to issue. Under
Maryland law, the Fund’s stockholders generally will not be personally liable for the Fund’s debts or
obligations.
SharesGeneralAll Shares offered pursuant to this Prospectus will be, upon issuance, duly authorized, fully paid andnonassessable. The Fund currently offers four classes of its Shares on a continuous basis: Class I Shares,
Class D Shares, Class S Shares and Class T Shares. An investment in any share class of the Fund represents
an investment in the same assets of the Fund. Each share class has different fees, as set forth in “Summaryof Fund Expenses.” Certain share class details are set forth in “Plan of Distribution.” Common stockholders
are entitled to receive distributions when, as and if authorized by the Board and declared by the Fund outof assets legally available for the payment of distributions. Common stockholders have no preference,
conversion, exchange, sinking fund or repurchase rights, have no preemptive rights to subscribe for any of
the Fund’s securities and have no appraisal rights unless the Board determines that appraisal rights apply, withrespect to all or any classes of Shares, to one or more transactions occurring after the date of suchdetermination in connection with which common stockholders would otherwise be entitled to exercise
appraisal rights. Each class of Shares has equal earnings, assets, distribution, liquidation and other rights,
except that the price at which shares of a particular class of Shares may be repurchased and the dividends anddistributions of investment income and capital gains with respect to the class of Shares may vary withrespect to each such class of Shares to reflect the different allocations of the expenses of the Fund among
the holders of such classes of Shares and any resultant differences between the net asset values per share ofsuch classes of Shares, to such extent and for such purposes as the Board may deem appropriate.
Distributions
Distributions may be paid to common stockholders if, as and when authorized by the Board anddeclared by the Fund out of assets legally available therefor.
The Fund does not have any preferred shares outstanding as of the date of this Prospectus. If in the
future any preferred shares are outstanding, common stockholders generally will not be entitled to receive
any distributions from the Fund unless (1) the Fund has paid all accumulated dividends on the preferredshares, (2) the Fund has repurchased the full number of preferred shares required to be repurchased by any
provision for mandatory repurchase of such preferred shares, (3) immediately after such a distribution, theFund has an asset coverage of at least 200%, (4) the assets in the Fund’s portfolio meet any asset coverage
requirements set forth by the Fund’s lenders or any applicable nationally recognized statistical ratingorganization (“NRSRO”), in each case, after giving effect to such a distribution and (5) there is no event ofdefault existing under the terms of any of the Fund’s borrowings, in each case, after giving effect to such
distributions.
So long as senior securities representing indebtedness of the Fund are outstanding, stockholders
generally will not be entitled to receive any distributions from the Fund unless (1) there is no event ofdefault existing under the terms of such indebtedness, (2) immediately after such a distribution, the Fund113

has an asset coverage of at least 300% and (3) the assets in the Fund’s portfolio meet any asset coverage
requirements set forth by the Fund’s lenders or any applicable NRSRO, in each case, after giving effect tosuch a distribution.
Dividend Reinvestment Plan
Pursuant to the DRIP, income dividends and/or capital gain distributions to stockholders willautomatically be reinvested in additional Shares by the Plan Administrator unless a stockholder elects toreceive cash. A stockholder may terminate participation in the DRIP at any time by notifying thePlan Administrator before the record date of the next distribution via email at brookiiai@sscinc.com or inwriting to Brookfield Infrastructure Income Fund Inc. at P.O. Box 219501, Kansas City, MO 64121-9501.
Investors may also terminate their participation in the DRIP by submitting an investor change form,
which may be requested from the Adviser, via fax to 816-399-2686 (Local) or 833-419-3814 (Toll-Free).
Stockholders whose Shares are held in the name of a broker or other nominee and who wish to elect to receive
any dividends and distributions in cash must contact their broker or nominee. All distributions tostockholders who do not participate in the DRIP, or have elected to terminate their participation in the
DRIP, are paid by wire or check mailed directly to the record holder by or under the direction of thePlan Administrator when the Board declares a distribution.
The Plan Administrator maintains all stockholder accounts in the DRIP and furnishes written
confirmations of all transactions in the account, including information needed by stockholders for tax
records. Shares in the account of each DRIP participant are held by the Plan Administrator in noncertificated form in the name of the participant, and each stockholder’s proxy includes Shares purchased
pursuant to the DRIP. The Plan Administrator will forward all proxy solicitation materials to participantsand vote proxies for Shares held under the DRIP in accordance with the instructions of the participants.
There is no charge to participants for reinvesting regular distributions and capital gains distributions;however, the Fund reserves the right to amend the DRIP to include a service charge payable by theparticipants. The fees of the Plan Administrator for handling the reinvestment of regular distributions andcapital gains distributions are included in the fee to be paid by us to our transfer agent. There are no brokeragecharges with respect to Shares are used directly by us as a result of regular distributions or capital gains
distributions payable either in Shares or in cash.
The automatic reinvestment of such dividends or distributions does not relieve participants of any
income tax that may be payable on such dividends or distributions. See “Certain U.S. Federal Income Tax
Considerations.”
The Fund reserves the right to amend or terminate the DRIP at any time. Any expenses of the DRIP
will be borne by the Fund. All correspondence or questions concerning the DRIP should be directed to
Brookfield Infrastructure Income Fund Inc., P.O. Box 219501, Kansas City, MO 64121-9501.
For direct stockholders, if you elect to receive distributions and/or capital gains paid in cash, and the
U.S. Postal Service cannot deliver the check, or if a check remains outstanding for six months, the Fundreserves the right to reinvest the distribution check in your account, at the Fund’s current NAV, and to reinvest
all subsequent distributions. Stockholders that are investors through a financial intermediary should
contact their Selling Agent directly.
Liquidation Rights
The Fund’s stockholders are entitled to the then-current NAV per share of the assets legally available
for distribution to the Fund’s stockholders in the event of the liquidation, dissolution or winding up of theFund, after payment of or adequate provision for all of the Fund’s known debts and liabilities, including any
outstanding debt securities or other borrowings and any interest thereon. These rights are subject to thepreferential rights of outstanding shares of any other class or series of the Fund’s stock, including any
preferred shares.
Voting Rights
Each outstanding Share generally entitles the holder to cast one vote on all matters submitted to a voteof the Fund’s stockholders, including the election of directors. The presence in person or by proxy of114

stockholders entitled to cast a majority of all the votes entitled to be cast (without regard to class) at a
meeting of the Fund’s stockholders constitutes a quorum at the meeting, unless applicable law or regulatory
requirements or the Charter requires a separate vote of one or more classes of the Fund’s stock, in whichcase the presence in person or by proxy of the stockholders entitled to cast a majority of all the votes entitledto be cast by stockholders of each such class of Shares on such a matter will constitute a quorum. The
Charter requires such separate vote with respect to any matter which the Board determines affects only one
or more (but less than all) classes of Shares, in which case only holders of the affected class or classes ofShares are entitled to vote.
There is no cumulative voting in the election of directors. Consequently, at each annual meeting of theFund’s stockholders, the holders of a majority of the outstanding Shares entitled to vote will be able to electall of the successors of the directors whose terms expire at that meeting, except that holders of a majorityof the outstanding preferred shares, if any, will have the right, voting as a separate class, to elect two directors
at all times.
Mandatory Repurchases
Shares are able to be repurchased at the option of the Fund 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; or• 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.
Preferred Shares
The Charter authorizes the Board to classify and reclassify any unissued shares of stock into shares ofstock of other classes or series, including preferred shares, without the approval of common stockholders.
Common stockholders have no preemptive right to purchase any preferred shares that the Fund may issue. Asof the date of this Prospectus, the Fund had no preferred shares outstanding. The Fund may elect to issue
additional preferred shares in the future as part of a leveraging strategy.
Prior to the issuance of shares of stock of any class or series, the Board is required by Maryland law
and by the Charter to set the preferences, conversion and other rights, voting powers, restrictions, limitations
as to dividends and other distributions, qualifications and terms and conditions of redemption of eachsuch class or series. Thus, the Board could authorize the Fund to issue shares of stock with terms that could
have the effect of delaying, deferring or preventing a transaction or a change in control that might involvea premium price for common stockholders or otherwise be in their best interests. Any issuance of preferredshares, however, must comply with the requirements of the Investment Company Act. If the Fund elects
to issue preferred shares (and/or notes or other debt securities), its ability to make distributions to its common
stockholders may be limited by the terms of such preferred shares or debt securities, the asset coverage
requirements and other limitations imposed by the Investment Company Act, Maryland law and the Fund’s
lenders.
115

Under the Investment Company Act, holders of the preferred shares would be entitled to elect two
directors of the Fund at all times and to elect a majority of the Fund’s directors if at any time dividends on
the preferred shares are unpaid in an amount equal to two full years’ dividends. Holders of the preferredshares would continue to have the right to elect a majority of the Fund’s directors until all dividends in arrears
on the preferred shares have been paid. In addition, holders of the preferred shares would also be entitledto vote separately as a class on certain matters, which may at times give holders of preferred sharesdisproportionate influence over the Fund’s affairs.
Uncertificated Shares; Transfer Agent
The Fund does not issue certificates for shares of its stock. The Shares are held in “uncertificated”
form, which will eliminate the physical handling and safekeeping responsibilities inherent in owningtransferable share certificates and eliminate the need to return a duly executed share certificate to effect atransfer. The Transfer Agent acts as the Fund’s registrar and as the Transfer Agent for the Shares. With respect
to Shares held by a financial intermediary on behalf of an investor, the financial intermediary will be
responsible for the functions of the registrar and transfer agent. Transfers can be effected simply by mailinga transfer and assignment form, which the Fund will provide to you at no charge, to the Transfer Agent.
See “Custodian and Transfer Agent.”

116

CERTAIN PROVISIONS IN CHARTER AND BYLAWS
The following description of certain provisions of the Charter and Bylaws is only a summary. For acomplete description, please refer to the Charter and Bylaws, which have been filed as exhibits to theregistration statement on Form N-2, of which this Prospectus forms a part.
The Charter and Bylaws include provisions that could delay, defer or prevent other entities or persons
from acquiring control of the Fund, causing the Fund to engage in certain transactions or modifying thestructure.
Board of Directors; Election of Directors
As permitted by Maryland law, the Bylaws provide that the Fund is not required to hold an annual
meeting of stockholders in any year in which the election of directors is not required under the 1940 Act
and the Fund does not intend to hold regular annual meetings of stockholders. Accordingly, directors will
be elected to serve indefinite terms between annual meetings of stockholders. The Bylaws provide that a
director is elected by a plurality of all the votes cast at a meeting of stockholders at which a quorum ispresent. Pursuant to the Charter and Bylaws, the Board may amend the Bylaws from time to time to alter
the vote required to elect a director.
The Charter provides that the number of directors will be set only by the Board in accordance with the
Bylaws. The Bylaws provide that a majority of the entire Board may at any time increase or decrease thenumber of directors. However, the number of directors cannot be less than the minimum number requiredby the Maryland General Corporation Law (the “MGCL”), which is one, or, unless the Bylaws are amended,
more than fifteen.
Except as may be provided by the Board in setting the terms of any class or series of preferred sharesor required by the 1940 Act, any vacancy on the Board of Directors for any cause other than an increase in
the number of directors may be filled by a majority of the remaining directors, even if such majority isless than a quorum, any vacancy in the number of directors created by an increase in the number of directors
may be filled by a majority of the entire Board, and any director elected to fill a vacancy shall serve until
the next annual meeting of stockholders and until his or her successor is duly elected and qualifies.
Removal of Directors
Our Charter provides that, subject to the rights of holders of one or more classes or series of preferredstock, a director may be removed only for cause and only by the affirmative vote of at least two-thirds ofthe votes entitled to be cast in the election of Directors. “Cause” means, with respect to any particular director,
conviction of a felony or a final judgment of a court of competent jurisdiction holding that such director
caused demonstrable, material harm to the Fund through bad faith or active and deliberate dishonesty.
Approval of Extraordinary Corporate Action; Amendment of Charter and Bylaws
Under Maryland law, a Maryland corporation generally cannot dissolve, amend its charter, merge,
convert, sell all or substantially all of its assets, engage in a share exchange or engage in similar transactions
outside the ordinary course of business, unless declared advisable by the Board of Directors and approvedby the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast on thematter. However, a Maryland corporation may provide in its charter for stockholder approval of thesematters by a lesser percentage, but not less than a majority of all of the votes entitled to be cast on the matter.
Subject to certain exceptions described below, the Charter provides for approval of Charter amendments
by the stockholders entitled to cast at least a majority of the votes entitled to be cast on the matter. The
Charter provides that (1) the Fund’s liquidation or dissolution, or any merger, consolidation, share exchangeor sale or exchange of all or substantially all of the assets that requires the approval of the stockholders
under the MGCL, (2) certain transactions between the Fund and any person or group of persons acting
together and any person controlling, controlled by or under common control with any such person or memberof such group, that may exercise or direct the exercise of 10% or more of the voting power in the electionof directors, (3) any amendment to the Charter that would convert the Fund from a closed-end investmentcompany to an open-end investment company or otherwise make the Shares a redeemable security and (4) any
117amendment to certain provisions of the Charter, including the provisions relating to the number,qualifications, election and removal of directors, requires the approval of the stockholders entitled to cast atleast 80% of the votes entitled to be cast on such matter. If such a proposal is approved by at least two-thirdsof the Continuing Directors (defined below), in addition to approval by the full Board, such proposal may beapproved by the stockholders entitled to cast a majority of the votes entitled to be cast on such matter or,in the case of transactions with a group described above, by the vote, if any, of the stockholders required byapplicable law. The “Continuing Directors” are defined in the Charter as (1) the directors identified in
Section 5.1 of the Charter, (2) those directors whose nomination for election by the stockholders or whose
election by the directors to fill vacancies is approved by a majority of Continuing Directors then on the Boardand (3) any successor directors whose nomination for election by the stockholders or whose election by the
directors to fill vacancies is approved by a majority of the Continuing Directors then in office. This provision
could make it more difficult for certain extraordinary transactions to be approved if they are opposed by
the Continuing Directors and discourage proxy contests for control of the Board by persons wishing to causesuch transactions to take place.
Our Charter and Bylaws provide that the Board of Directors has the exclusive power to make, alter,
amend or repeal any provision of the Bylaws.
Stockholder-Requested Special Meetings
Our Bylaws provide that special meetings of stockholders may be called by the Board of Directors andcertain officers of the Fund. In addition, the Bylaws provide that, subject to the satisfaction of certain
procedural and informational requirements by the stockholders requesting the meeting, a special meeting ofstockholders will be called by the secretary of the Fund upon the written request of stockholders entitledto cast not less than a majority of all the votes entitled to be cast at such meeting.
Action by Stockholders
Under Maryland law, stockholder action can be taken only at an annual or special meeting ofstockholders or, unless the charter provides for stockholder action by less than unanimous written consent(which is not the case for the Charter), by unanimous written consent in lieu of a meeting.
Exclusive ForumOur Bylaws provide that, unless the Fund consents in writing to the selection of an alternative forum,
the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the UnitedStates District Court for the District of Maryland, shall, to the fullest extent permitted by law, be the soleand exclusive forum for (a) any Internal Corporate Claim, as such term is defined in the MGCL, (b) any
derivative action or proceeding brought on behalf of the Fund, other than actions arising under United Statesfederal securities laws, (c) any action asserting a claim of breach of any duty owed by any director or
officer or other agent of the Fund to the Fund or to the stockholders of the Fund, (d) any action assertinga claim against the Fund or any director or officer or other agent of the Fund arising pursuant to any provisionof the MGCL or the Charter or Bylaws, or (e) any other action asserting a claim against the Fund or any
director or officer or other agent of the Fund that is governed by the internal affairs doctrine. None of theforegoing actions, claims or proceedings may be brought in any court sitting outside the State of Maryland
unless the Fund consents in writing to such court. The exclusive forum selection provision will not apply
to claims brought to enforce a duty or liability created by the Securities Act, the Exchange Act, or theInvestment Company Act or any other claim for which the federal courts have exclusive jurisdiction.
Certain Provisions of the Maryland General Corporation Law
The Maryland Business Combination Act prohibits certain business combinations, subject to exceptions
and limitations, between a Maryland corporation and an “interested stockholder” (defined generally as any
person who beneficially owns 10% or more of the voting power of the corporation’s outstanding voting
stock or an affiliate or associate of the corporation who, at any time within the two-year period immediately
prior to the date in question, was the beneficial owner of 10% or more of the voting power of thecorporation’s then outstanding shares of stock) or an affiliate of any interested stockholder for five years
after the most recent date on which the stockholder becomes an interested stockholder, and thereafter imposes
118

two super-majority stockholder voting requirements on these combinations, unless, among other conditions,the stockholders receive a minimum price, as defined in the statute, for their shares and the considerationis received in cash or in the same form as previously paid by the interested stockholder for its shares of stock.
The Maryland Business Combination Act does not apply to a corporation registered under the 1940 Act
as a closed-end investment company, such as the Fund, unless the board of directors adopts a resolution to
be subject to the statute. The Board of Directors has not adopted a resolution electing to be subject to the
Maryland Business Combination Act.
The Maryland Control Share Acquisition Act provides that, subject to certain exceptions, holders of“control shares” defined as voting shares that, when aggregated with all other shares controlled by thestockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing
directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownershipor control of issued and outstanding “control shares”) have no voting rights except to the extent approvedby the Fund’s stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on
the matter, excluding shares owned by the acquirer, by the Fund’s officers or by the Fund’s employees who
are also directors of the Fund. The Maryland Control Share Acquisition Act does not apply to a corporation
registered under the 1940 Act as a closed-end investment company, such as the Fund, unless the board of
directors adopts a resolution to be subject to the statute. The Board of Directors has not adopted a resolution
electing to be subject to the Maryland Control Share Acquisition Act.

119

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following discussion is a brief summary of certain U.S. federal income tax considerations affecting
the Fund 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 ascapital assets. This discussion is based upon current provisions of the Code, the Treasury regulations
promulgated thereunder and judicial and administrative authorities, all of which are subject to change or
differing interpretations 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, aposition different from any of the tax aspects set forth below. No attempt is made to discuss state, local orforeign 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 in this 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 to be treated 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 of (I) any one issuer (other than U.S. government
securities and the securities of other regulated investment companies), (II) any two or moreissuers (other than the securities of other regulated investment companies) that the Fund controls(by owning 20% or more of the outstanding voting securities of such issuer) and that are
determined to be engaged in the same or similar trades or businesses or related trades or businessesor (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 Fundbeing 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 by deductible
expenses) determined without regard to the deduction for dividends paid and (ii) 90% of the Fund’s net
tax-exempt interest income (the excess of its gross tax-exempt interest over certain disallowed deductions).
120

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 distribute to its
stockholders. There can be no assurance that the Fund’s distributions will be sufficient to eliminate all taxes inall periods.
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 re-qualifying for taxation as aregulated 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
investment company. If the Fund failed to qualify as a regulated investment company for a period greaterthan two taxable years, the Fund may be required to recognize and pay tax on any net built-in gains withrespect to certain 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, to elect to be subject to taxation on such built-in gain recognized for a period of five years, inorder 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.
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 a121

closing 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
the Fund to sell the underlying security, the premium will increase the amount realized upon the sale ofthe 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 theholding period for the option. If the option expires, the resulting loss is a capital loss and is short-term or
long-term, depending upon the holding period for the option. If the option is exercised, the cost of the option,in the case of a call option, is added to the basis of the purchased security and, in the case of a put option,
reduces the amount realized on the underlying security in determining gain or loss. Because the Fund does nothave control over the exercise of the call options it writes, such exercises or other required sales of theunderlying 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 (if certain information is made available) 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.
122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 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 when it is not advantageous to do so) that it otherwise
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.
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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 Fundmay designate the retained amount as undistributed capital gain in a notice to its stockholders, each ofwhom (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 Fund against
its federal income tax liability and to claim refunds to the extent that the credit exceeds such liability and(iii) will increase its basis in its common Shares of the Fund by the excess of the amount described in clause(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 Fund 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 Fund 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 affecting
124

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 other income derived from investment activity are generally subject toa 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 Fund common Shares held by the stockholder forsix months or less will be treated for tax purposes as a long-term capital loss to the extent of any capitalgain distributions received by the stockholder (or amounts credited to the stockholder as an undistributed
capital gain) with respect to such common Shares. Ordinary income distributions and capital gain distributions
also may be subject to state and local taxes. Stockholders are urged to consult their own tax advisers
regarding specific questions about U.S. federal (including the application of the alternative minimum tax),
state, local or foreign 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 applicable IRS Form W-8BEN, IRS Form W-8BEN-E
or substitute 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 with respect to their particular circumstances.
125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 to U.S.
withholding (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 common Shares.
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.
SS&C Global Investor & Distribution Solutions, Inc., located at 430 W 7th Street, Suite 219204,
Kansas City, Missouri 64105-1407, serves as the Transfer Agent and dividend paying agent with respect to
the Shares.
LEGAL MATTERS
Paul Hastings LLP serves as counsel to the Fund. Venable LLP serves as Maryland counsel to the
Fund.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Deloitte & Touche LLP (“Deloitte”) serves as the independent registered public accounting firm of theFund and audits the financial statements of the Fund. Deloitte is located at 111 S. Wacker Drive, Chicago,
IL 60606.

126

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.

CLASS I COMMON SHARES
CLASS D COMMON SHARES
CLASS S COMMON SHARES
CLASS T COMMON SHARESPROSPECTUS

April 29, 2024, as previously supplemented from time to timeand as supplemented September 26, 2024.

All dealers that buy, sell or trade the Fund’s Shares, whether or not participating in this offering, may berequired to deliver a Prospectus in accordance with the terms of the dealers’ agreements with the Fund’s
Distributor.
You should rely only on the information contained in or incorporated by reference into this Prospectus.
The Fund has not authorized anyone to provide you with different information. If anyone provides you withdifferent or inconsistent information, you should not rely on it. The Fund is not making an offer to sell thesesecurities in any jurisdiction where the offer is not permitted.