Brookfield Infrastructure
Income Fund Inc.
2024 Semi-Annual ReportIN PROFILE
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 andprivate investment vehicles and programs that Brookfield currently manages
and participates in, and may in the future manage and participate in, including
co-investment vehicles, sidecar vehicles, separate accounts, region-specificvehicles, strategy-specific vehicles, sector-specific vehicles and Brookfield
proprietary accounts (collectively, “Brookfield Accounts”). BAM PIC Canada isan indirect wholly-owned subsidiary of Brookfield Asset Management ULC, an
unlimited liability company formed under the laws of British Columbia, Canada(“BAM ULC”). Brookfield Public Securities Group LLC ("PSG") serves as the
Administrator to the Fund. PSG is an indirect wholly-owned subsidiary of
Brookfield Asset Management 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”) holds a 25% interest in BAM ULC. Brookfield AssetManagement is a leading global alternative asset manager focused on realestate, renewable power, infrastructure and private equity, with approximately$1 trillion of assets under management as of June 30, 2024.

As permitted by regulations adopted by the Securities and Exchange Commission, paper copiesof the Fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless
you speciﬁcally request paper copies of the reports. Instead, the reports will be made available
on the Fund’s website (https://www.brookfieldoaktree.com/fund/brookfield-infrastructureincome-fund-inc), and you will be notiﬁed by mail each time a report is posted and provided witha website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected bythis change and you need not take any action. You may elect to receive shareholder reports
and other communications from the Fund electronically anytime by contacting your ﬁnancial
intermediary (such as a broker, investment adviser, bank or trust company) or, if you are a direct
investor, by calling the Fund (toll-free) at 1-855-777-8001 or by sending an e-mail request to theFund at info@brookfieldoaktree.com.
You may elect to receive all future reports in paper free of charge. If you invest through aﬁnancial intermediary, you may contact your ﬁnancial intermediary to request that you continue
to receive paper copies of your shareholder reports. If you invest directly with the Fund, you
may call 1-855-777-8001 or send an email request to info@brookfieldoaktree.com to let theFund know you wish to continue receiving paper copies of your shareholder reports. Your
election to receive reports in paper will apply to all funds held in your account if you invest
through your ﬁnancial intermediary or all funds held within the fund complex if you invest directlywith the Fund.

TABLE OF CONTENTS
Letter to Shareholders .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 1
Fund Performance . .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 3
Consolidated Schedule of Investments .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 5
Consolidated Statement of Assets and Liabilities .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 12
Consolidated Statement of Operations .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 13
Consolidated Statements of Changes in Net Assets .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 14
Consolidated Statement of Cash Flows .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 15
Consolidated Financial Highlights .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 16
Notes to Consolidated Financial Statements . .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 20
Proxy Results .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 36
Dividend Reinvestment Plan .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 37
Joint Notice of Privacy Policy .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 38

This report is for shareholder information. This is not a prospectus intended for use in the purchase or sale of Fund shares.

NOT FDIC INSURED

MAY LOSE VALUENOT BANK GUARANTEED[THIS PAGE IS INTENTIONALLY LEFT BLANK]LETTER TO SHAREHOLDERS
Dear Shareholders,
We are pleased to provide the Semi-Annual Report for Brookfield Infrastructure Income Fund Inc. (“the Fund” or “BII”) forthe period from January 1, 2024 through June 30, 2024 (“the Period”).
Overview
While geopolitical events have captured the attention of global investors, BII continues to perform well amid market
uncertainty. This year over half of the world’s population will be participating in democratic elections. For many businesses,a change in government can add risk to their growth outlook. Our growth outlook is largely insulated due to the combinationof a highly diversified portfolio of critical infrastructure, the deliberate selection of countries in which we invest, and a focus
on investing behind three megatrends – digitalization, decarbonization and deglobalization - that have garnered broadpolitical support to date.
Against this backdrop, the Fund posted a positive return during each month for the first half of the year, showcasing
our portfolio’s ability to generate consistent performance throughout periods of market volatility. The Fund’s performancecontinued to benefit from the strong cash flow profiles of our assets, with 90% of revenues either regulated or contracted.
Further, 75% of the Fund’s investment revenue has inflation-linked escalators. These characteristics help to provide
consistency throughout different market environments.
New Investments
During the period, BII made two new investments bringing the Fund’s total number of investments to 23. Both investments
were private loans to U.S. renewable power developers to support the construction of new wind and solar assets. Eachproject funded by these loans is underpinned by long-term contracts with investment-grade counterparties.
Renewable Power & Transition Facility | BII participated in a facility to support the growth of one of the largest renewable
power companies in the U.S. The facility provides funding to construct 600 MW of new wind and solar assets, with another
1.2 GW of projects identified for additional potential funding from BII in the future. The projects are underpinned by longterm contracts (average life of 16 years) with investment-grade customers. The facility has a delayed draw feature withfunding only provided once projects are fully de-risked from all development milestones. Brookfield also maintains the rightof first refusal over any funding of additional projects potentially enabling the deployment of additional capital in the future.
Renewable Power & Transition Loan | BII provided a loan to support one of the largest independent power producers
in the U.S. This loan is expected to support the construction of a pipeline of contracted, utility-scale (i.e., large-scale)solar projects. These projects are underpinned by long-term contracts (average life of 23 years) with investment-grade
counterparties. The loan is securitized by the borrower’s assets, and it comes with prepayment protections.
We believe that the asset class, and our portfolio specifically, is structured to provide stable returns and mitigate losses.
This is of particular importance when, as noted above, 26 key elections will take place around the world this year andover half the world’s population will be voting in many of the markets where we invest. For this reason, among others, weconsider several key characteristics in every country in which we invest: Established rule of law, strong capital markets,
respect for private and foreign capital, ability to build scalable businesses, and the desire or need for private ownership of
high-quality infrastructure assets.
Even with potential changes in seats of power looming in the latter half of 2024, we believe our risk profile should remain
low for three key reasons:1.

We are a global investor, but a local operator: we maintain local presence and regional expertise with “boots on
the ground” in all regions where we invest and operate, which fosters deal flow and facilitates managing our assets.
We also team up with local strategic partners such as Deutsche Telekom to improve our understanding of regional
dynamics and potentially lower the level of risk when investing in new countries.

2024 Semi-Annual Report1

LETTER TO SHAREHOLDERS (continued)
2.

Not all regulatory risk is created equal: we mostly focus on investments that are at least one step removed fromthe end customer or ratepayer (i.e., business to business, or “B2B”). This has helped reduce the potential risk ofpolitical intervention when tariffs increase. Today, over 85% of our investments generate revenues on a B2B basis.

3.

We own high-quality businesses that are essential to the global economy: our portfolio is comprised ofwell-run businesses that are critical to our customers and the local economies in which they operate. These arecompanies that are also driving the global economy forward alongside artificial intelligence (“AI”), decarbonization
and reshoring trends. To date, there has been strong broad political conviction to support these trends, and we
expect that sentiment should persist regardless of the outcome of upcoming elections.

In addition to managing risk at the investment level, we think the best risk mitigant is diversification, which the Fund
provides by having a large number of assets across asset type, sector and geography.
OutlookDuring the first half of the year, our outlook for the global economy significantly improved, with recent market developments
providing an encouraging backdrop. Equity indexes reached historic highs during the period, and G7 nations initiatedmonetary easing measures, which should reinvigorate large-scale mergers and acquisitions (M&A) activity. Our strongalignment with the global megatrends offers an exciting and underappreciated growth opportunity.
A decade of history investing in digital infrastructure combined with our ability to originate novel capital solutions acrossequity and credit, position us to be the leader in AI investing. We are in active discussions with several blue-chip technology
companies that are interested in leveraging Brookfield Infrastructure's market-leading scale and expertise. The tailwinds
created from AI adoption support exponential growth in global data center platforms that service the large hyperscalers,
as well as renewable power, electric utilities and natural gas infrastructure that transport and provide energy to the grid in
support of the heightened load requirements. We have strong conviction that these broad trends will persist, regardlessof varying global economic conditions or the outcomes of numerous upcoming elections in our operational regions. This
positions us for continued growth and sustained value creation for our investors.
Both public and private infrastructure deal flow has been more muted in the first half of the year, however, one of the benefitsof utilizing the Brookfield platform is that we have many avenues through which to deploy capital. Market conditions havebeen trending positively and, as a result, we expect the remainder of 2024 and the first half of 2025 to be active for M&A
activities, with the potential to present compelling investment opportunities for the Fund. Strict adherence to our financial
guardrails has resulted in a strong balance sheet and liquidity position. This combined with our connectivity into global
transaction activity and our ability to move expeditiously should continue to unearth attractive investment opportunities for
the Fund.
We welcome your questions and comments and encourage you to contact our Investor Relations team at (855) 777-8001
or visit us at www.brookfieldoaktree.com for more information. Thank you for your support.

Chloe Berry
President
Brookﬁeld Infrastructure Income Fund Inc.
These views represent the opinions of Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P.
and are not intended to predict or depict the performance of any investment. These views are primarily as of the close ofbusiness on June 30, 2024, and subject to change based on subsequent developments.
Past performance is no guarantee of future results.
Quasar Distributors, LLC is the distributor of Brookfield Infrastructure Income Fund Inc.
2

BrookfieldBROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Fund Performance (Unaudited)
AVERAGE ANNUAL TOTAL RETURNS1
As of June 30, 2024
Class I Shares..............................................
Class S (Excluding Sales Charge of 3.50%)......................
Class S (Including Sales Charge of 3.50%).......................
Class D (Excluding Sales Charge of 2.00%)......................
Class D (Including Sales Charge of 2.00%).......................
FTSE Global Core Infrastructure 50/50 Index.....................
1
2

Six Months2
3.99%
3.55%
-0.03%
N/A
N/A
2.29%

Since Inception2
5.52%
4.28%
0.66%
2.55%
0.54%
15.39%

Inception Date
November 1, 2023
December 1, 2023
December 1, 2023
March 1, 2024
March 1, 2024
November 1, 2023

All returns shown in USD
Returns for less than one year are not annualized. FTSE Global Core infrastructure 50/50 Index references Class I's inception date.

The table does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the repurchase offund shares.
Disclosure
Past performance is no guarantee of future results.
All returns are shown in United States Dollars (“USD”).
The FTSE Global Core Infrastructure 50/50 Index gives participants an industry-deﬁned interpretation of infrastructure
and adjusts the exposure to certain infrastructure sub-sectors. The constituent weights are adjusted as part of the semiannual review according to three broad industry sectors—50% Utilities, 30% Transportation including capping of 7.5% forrailroads/railways and a 20% mix of other sectors including pipelines, satellites and telecommunication towers. Company
weights within each group are adjusted in proportion to their investable market capitalization.
An index does not reﬂect any fees, expenses or sales charges. It is not possible to invest directly into an index. Index
performance is shown for illustrative purposes only and does not predict or depict the performance of the Fund.
The Fund’s portfolio holdings are subject to change without notice. The mention of specific securities is not a recommendation
or solicitation for any person to buy, sell or hold any particular security. There is no assurance that the Fund currently holds
these securities. Please refer to the Consolidated Schedule of Investments contained in this report for a full listing of theFund’s holdings.
Investing in the Fund involves a high degree of risk, including possible loss of principal invested. There can be no assurance
that the Fund will achieve its investment objective.
The Fund will subject Fund stockholders to greater risks associated with private market investments with potential limited
liquidity. An investment in the Fund should be viewed as a long-term investment within a multi-asset personal portfolio andshould not be viewed individually as a complete investment program.
Private infrastructure investments are 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, government
regulations and fluctuations in interest rates. Since investments in infrastructure securities, like many other types of longterm investments, have historically experienced significant fluctuations and cycles in value, specific market conditions
may result in occasional or permanent reductions in the value of the these 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.

2024 Semi-Annual Report3

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Fund Performance (Unaudited)
The Fund currently intends to use leverage from time to time to facilitate short-term working capital requirements and toseek to achieve its investment objectives. Leverage creates risks that may adversely affect the return for the stockholders.
Performance data quoted represents past performance results and does not guarantee future results. Current performance
may be lower or higher than the performance data quoted.
These views represent the opinions of Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P.
and are not intended to predict or depict the performance of any investment. These views are primarily as of the close ofbusiness on June 30, 2024 and subject to change based on subsequent developments.

4

BrookfieldBROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Consolidated Schedule of Investments (Unaudited)
June 30, 2024
US$ THOUSANDSDATEACQUIRED1

FOOTNOTE

LOCATION

FAIR
VALUE

COST2

PRIVATE INVESTMENTS - 81.0%
PRIVATE EQUITY INVESTMENTS - 70.0%
Renewable Power & Transition 31.9%
Canadian Wind Portfolio (Ontario Wind)

November 2022

3,4,5

North America

Colombian Renewable Power (Isagen)December 2022

3,5,6

Latin America$

107,793$

115,220

102,221

101,527

North American Renewables

May 2024

4,5

North America

7,600

7,656

Nuclear Services (Westinghouse)

November 2023

3,5,6

North America

115,000

135,993

Terraform Renewable Power (TERP)

November 2022

3,5,6

Global

195,081

197,312

U.K. Renewables (OnPath)

December 2023

3,5,6

Europe17,966

19,307

U.S. Hydro (Smoky Mountain)

March 2023

3,4,5

North America

142,417

141,954

688,078

718,969

Total Renewable Power & Transition
Utilities 19.9%
Australian Utility (AusNet Services)

November 2022

3,4,5

Asia Pacific

92,214

101,669

North American Residential Infrastructure (Enercare)

November 2022

3,4,5

North America

116,329

132,844

North American Residential Infrastructure (Homeserve)

January 2023

3,5,6

North America

90,442

99,754

U.K. Utility (SGN)

November 2022

3,4,5

Europe51,26856,112

U.S. Utility (FirstEnergy Transmission)

November 2022

3,5,6

North America

56,03358,219406,286

448,598

Total Utilities
Midstream 7.8%
Canadian Midstream (Inter Pipeline)

November 2022

3,4,5

North America

Total Midstream

164,782

176,203

164,782

176,203

Transport 6.0%
European LNG Vessels (Knutsen LNG)

March 2023

5

Global Container Network (Triton International)

April 2023

3,5,6

Europe37,42037,836

North America

91,276

96,964

128,696

134,800

91,367

97,596

Total Transport
Data 4.4%
European Telecom Towers (GD Towers)

February 2023

3,5,6

EuropeU.S. Semiconductor Foundry (Intel Partnership)

January 2023

3,4,5

North America

Total Data
Total PRIVATE EQUITY INVESTMENTS––

91,367

97,596

1,479,209

1,576,166

163,630PRIVATE DEBT INVESTMENTS - 11.0%
BII BID Aggregator A L.P.

December 2023

3,5,7North America

159,286

BII BID Aggregator B L.P.

December 2023

3,5,7North America

81,72485,676

241,010249,306

1,720,219

1,825,472

PRINCIPALAMOUNT

FAIR
VALUE

Total PRIVATE DEBT INVESTMENTS
Total PRIVATE INVESTMENTS

US$ THOUSANDSFOOTNOTE

LOCATION

PUBLIC SECURITIES 31.8%
Corporate Bonds 23.3%
Infrastructure Services 1.9%
North America

2,800

2,775

Republic Services, Inc., 2.50%, 08/15/2024

GFL Environmental, Inc., 3.75%, 08/01/2025

8North America

14,571

14,509Republic Services, Inc., 2.90%, 07/01/2026

North America

2,965

2,834

Waste Connections, Inc., 4.25%, 12/01/2028

North America

8,505

8,216

Waste Management, Inc., 3.15%, 11/15/2027

North America

8,705

8,217

Xylem, Inc., 1.95%, 01/30/2028
Total Infrastructure Services

North America

6,140
43,686

5,512
42,063

North America

2,215

2,198

North America

9,725

9,459

Oil Gas Transportation & Distribution 6.7%
Antero Midstream Partners LP, 5.75%, 03/01/2027
Boardwalk Pipelines LP, 4.45%, 07/15/2027

8

See Notes to Consolidated Financial Statements.
2024 Semi-Annual Report

5

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Consolidated Schedule of Investments (Unaudited) (continued)
June 30, 2024
US$ THOUSANDSFOOTNOTE

PRINCIPALAMOUNT

LOCATION

FAIR
VALUE

PUBLIC SECURITIES 31.8% (continued)
Corporate Bonds 23.3% (continued)
Oil Gas Transportation & Distribution 6.7% (continued)
Buckeye Partners LP, 4.13%, 12/01/2027

North America

Cheniere Corpus Christi Holdings LLC, 5.13%, 06/30/2027

North America

8,190

8,180

Cheniere Energy, Inc., 4.63%, 10/15/2028

North America

6,115

5,934

DCP Midstream Operating LP, 5.63%, 07/15/2027
DT Midstream, Inc., 4.13%, 06/15/2029

8

$

3,295

$

3,078

North America

6,795

6,871

North America

2,060

1,907
8,740

Enbridge, Inc., 3.70%, 07/15/2027

North America

9,120

Energy Transfer LP, 2.90%, 05/15/2025

North America

5,530

5,395

Energy Transfer LP, 5.55%, 02/15/2028

North America

2,600

2,621

EnLink Midstream LLC, 5.38%, 06/01/2029

North America

3,970

3,887

Enterprise Products Operating LLC, 3.70%, 02/15/2026

North America

4,010

3,907

Enterprise Products Operating LLC, 3.95%, 02/15/2027

North America

4,335

4,212

EQM Midstream Partners LP, 7.50%, 06/01/2027

8North America

2,160

2,206

Gulfstream Natural Gas System LLC, 4.60%, 09/15/2025

8North America

900

887

Gulfstream Natural Gas System LLC, 6.19%, 11/01/2025

8North America

840

841

Hess Midstream Operations LP, 5.13%, 06/15/2028

8North America

3,970

3,844

Kinder Morgan, Inc., 4.30%, 06/01/2025

North America

8,015

7,911

MPLX LP, 4.00%, 02/15/2025

North America

3,520

3,482

MPLX LP, 4.00%, 03/15/2028

North America

4,795

4,590

NuStar Logistics LP, 6.00%, 06/01/2026

North America

1,540

1,538

ONEOK, Inc., 2.75%, 09/01/2024

North America

1,820

1,809

ONEOK, Inc., 3.20%, 03/15/2025

North America

1,840

1,805

ONEOK, Inc., 4.55%, 07/15/2028

North America

4,630

4,516

8

North America

2,235

2,206

North America

8,320

8,207

8

North America

1,125

1,099

North America

1,028

1,026
11,101

Parkland Corp., 5.88%, 07/15/2027
Plains All American Pipeline LP, 4.65%, 10/15/2025
Rockies Express Pipeline LLC, 3.60%, 05/15/2025
Sabine Pass Liquefaction LLC, 5.63%, 03/01/2025
Targa Resources Partners LP, 6.88%, 01/15/2029

North America

10,825

TransCanada PipeLines Ltd., 4.88%, 01/15/2026

North America

8,280

8,211

Transcontinental Gas Pipe Line Co. LLC, 4.00%, 03/15/2028

North America

8,830

8,468

Venture Global Calcasieu Pass LLC, 3.88%, 08/15/2029

8

Western Midstream Operating LP, 4.75%, 08/15/2028
Total Oil Gas Transportation & Distribution

North America

2,095

1,908

North America

8,135
152,863

7,953
149,997

Telecommunications 4.4%
American Tower Corp., 3.65%, 03/15/2027

North America

4,965

4,756

American Tower Corp., 5.25%, 07/15/2028

North America

3,720

3,714

AT&T, Inc., 1.70%, 03/25/2026

North America

8,755

8,218

British Telecommunications plc, 5.13%, 12/04/2028

Europe

6,640

6,622

CCO Holdings LLC, 6.38%, 09/01/2029

8

Charter Communications Operating LLC, 4.91%, 07/23/2025
Cogent Communications Group LLC, 3.50%, 05/01/2026

8

Comcast Corp., 2.35%, 01/15/2027
Cox Communications, Inc., 3.50%, 08/15/2027

8North America

1,985

1,887

North America

2,094

2,074

North America

1,800

1,723

North America

9,115

8,535

North America

2,895

2,737
6,637

Crown Castle, Inc., 4.45%, 02/15/2026

North America

6,755

Crown Castle, Inc., 5.00%, 01/11/2028

North America

1,424

1,407

Digital Realty Trust LP, 3.70%, 08/15/2027

North America

4,060

3,876

Equinix, Inc., 1.80%, 07/15/2027

North America

1,610

1,455

Equinix, Inc., 2.63%, 11/18/2024

North America

4,696

4,641
7,660

Rogers Communications, Inc., 3.20%, 03/15/2027

North America

8,070

SBA Communications Corp., 3.88%, 02/15/2027

North America

3,340

3,183

Sprint Capital Corp., 6.88%, 11/15/2028

North America

2,790

2,958

895

813

TELUS Corp., 3.70%, 09/15/2027

Sunrise FinCo I BV, 4.88%, 07/15/2031

North America

3,365

3,216

T-Mobile USA, Inc., 3.50%, 04/15/2025

North America

7,200

7,079

See Notes to Consolidated Financial Statements.
6

Brookfield

8

EuropeBROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Consolidated Schedule of Investments (Unaudited) (continued)
June 30, 2024
US$ THOUSANDSFOOTNOTE

PRINCIPALAMOUNT

LOCATION

FAIR
VALUE

PUBLIC SECURITIES 31.8% (continued)
Corporate Bonds 23.3% (continued)
Telecommunications 4.4% (continued)
Verizon Communications, Inc., 2.63%, 08/15/2026
Virgin Media Secured Finance plc, 5.50%, 05/15/2029

North America
8

Vodafone Group plc, 4.38%, 05/30/2028
Total Telecommunications

$

8,805

$

8,350

Europe

1,175

1,074

Europe7,500
103,654

7,346
99,961

4,358

Transportation 1.4%
Canadian National Railway Co., 2.75%, 03/01/2026

North America

4,525

Canadian Pacific Railway Co., 1.35%, 12/02/2024

North America

885

869

Canadian Pacific Railway Co., 1.75%, 12/02/2026

North America

4,865

4,488

Canadian Pacific Railway Co., 2.90%, 02/01/2025

North America

2,920

2,872

CSX Corp., 2.60%, 11/01/2026

North America

8,675

8,199

Norfolk Southern Corp., 2.90%, 06/15/2026

North America

4,750

4,537

Union Pacific Corp., 4.75%, 02/21/2026
Total Transportation

North America

7,610
34,2307,555
32,878

6,796

Utility 8.9%
AEP Texas, Inc., 3.85%, 10/01/2025

8North America

6,964

AES Corp. (The), 3.30%, 07/15/2025

8North America

6,025

5,874

North America

5,920

5,227

North America

5,022

4,985

Europe

1,590

1,556

North America

3,855

3,946

Ameren Corp., 1.75%, 03/15/2028
Ameren Corp., 2.50%, 09/15/2024
Atlantica Sustainable Infrastructure plc, 4.13%, 06/15/2028

8Black Hills Corp., 5.95%, 03/15/2028
CenterPoint Energy Resources Corp., 5.25%, 03/01/2028

North America

7,165

7,193

North America

2,365

2,259

Cleveland Electric Illuminating Co. (The), 5.50%, 08/15/2024

North America

6,491

6,486

CMS Energy Corp., 3.45%, 08/15/2027

North America

5,735

5,460

Consolidated Edison Co. of New York, Inc., 4.00%, 12/01/2028

North America

8,570

8,255
3,921

Clearway Energy Operating LLC, 4.75%, 03/15/2028

8Constellation Energy Generation LLC, 3.25%, 06/01/2025

North America

4,010

Dominion Energy, Inc., 2.85%, 08/15/2026

North America

4,815

4,574

Dominion Energy, Inc., 3.07%, 08/15/2024

North America

1,350

1,345

DTE Energy Co., 1.05%, 06/01/2025

North America

8,605

8,251

Duke Energy Corp., 2.65%, 09/01/2026

North America

8,515

8,049
10,164

Edison International, 3.55%, 11/15/2024

North America

10,260

Edison International, 4.95%, 04/15/2025

North America

1,940

1,926

Entergy Corp., 0.90%, 09/15/2025

North America

6,185

5,852

Evergy Kansas Central, Inc., 2.55%, 07/01/2026

North America

3,590

3,413

Evergy, Inc., 2.45%, 09/15/2024

North America

3,958

3,930

Eversource Energy, 2.90%, 10/01/2024

North America

6,728

6,678

Eversource Energy, 5.45%, 03/01/2028

North America

2,400

2,408

Exelon Corp., 3.40%, 04/15/2026

North America

8,340

8,069

FirstEnergy Corp., 4.15%, 07/15/2027

North America

3,380

3,243

Fortis, Inc., 3.06%, 10/04/2026

North America

5,975

5,669

NextEra Energy Capital Holdings, Inc., 1.90%, 06/15/2028

North America

4,190

3,707

NextEra Energy Capital Holdings, Inc., 4.26%, 09/01/2024

North America

1,000

997

NiSource, Inc., 3.49%, 05/15/2027

North America

5,735

5,472
1,522

NRG Energy, Inc., 6.63%, 01/15/2027

North America

1,525

Pacific Gas and Electric Co., 3.15%, 01/01/2026

North America

4,025

3,876

PPL Capital Funding, Inc., 3.10%, 05/15/2026

North America

8,190

7,859

Public Service Electric and Gas Co., 3.00%, 05/15/2027

North America

7,820

7,424

Sempra, 3.30%, 04/01/2025

North America

2,475

2,431

Sempra Infrastructure Partners LP, 3.25%, 01/15/2032

8Southern Co. (The), 4.48%, 08/01/2024
Virginia Electric and Power Co., 3.50%, 03/15/2027
Vistra Operations Co. LLC, 5.13%, 05/13/2025

8North America

1,655

1,366

North America

11,576

11,559North America

4,200

4,031

North America

2,370

2,356

See Notes to Consolidated Financial Statements.
2024 Semi-Annual Report

7

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Consolidated Schedule of Investments (Unaudited) (continued)
June 30, 2024
US$ THOUSANDSFOOTNOTE

PRINCIPALAMOUNT

LOCATION

FAIR
VALUE

PUBLIC SECURITIES 31.8% (continued)
Corporate Bonds 23.3% (continued)
Utility 8.9% (continued)
WEC Energy Group, Inc., 4.75%, 01/15/2028

North America

Xcel Energy, Inc., 3.30%, 06/01/2025
Total Utility

North America

$

6,930

$

5,605
207,049

6,864
5,480
200,473

Total Corporate Bonds (Cost $524,886)

525,372

Short-Term Investments - 8.5%
U.S. Treasury Securities - 7.7%
U.S. Treasury Bills, 5.29%, 07/23/2024

9North America

172,500

171,948

SHARESFAIR
VALUE

Money Market Funds - 0.8%
Fidelity Institutional Money Market Treasury Portfolio, Institutional Class, 5.20%

10North America

9,214

9,214

Invesco Government & Agency Portfolio, Institutional Class, 5.25%

10

North America

9,214

9,214

Total Money Market Funds

18,428

Total Short-Term Investments (Cost $190,372)

190,376

Total PUBLIC SECURITIES 31.8%
Total Investments (Cost $2,435,477) - 112.8%

2,541,220

715,748

Liabilities in Excess of Other Assets - (12.8)%
TOTAL NET ASSETS - 100.0%(289,486)$

2,251,734

The following notes should be read in conjunction with the accompanying Consolidated Schedule of Investments.
1
2
3
4
5
6
7

Reflects the date at which the Predecessor Fund initially acquired the investment, where applicable. Certain investments held by the Predecessor
Fund were purchased from affiliates.
Cost initially reflects the market value as of the date of Reorganization, where applicable, and is adjusted for subsequent purchases and sales
activity.
Affiliated security (refer to Note 11, Investments in Affiliated Issuers, for further details).
Held through wholly-owned subsidiaries (refer to Note 2, Significant Accounting Policies, for further details).
These securities are characterized as Level 3 securities within the disclosure hierarchy. Level 3 security values are determined using significant
unobservable inputs. As of June 30, 2024, the total value of all such securities was $1,825,472,000 or 81.0% of net assets.
Indirectly held through an affiliated unconsolidated special purpose vehicle.
The Fund’s investments in BII BID Aggregator A L.P. (“Aggregator A”) and BII BID Aggregator B L.P. (“Aggregator B”) represent equity interests
in entities that provide debt loans to infrastructure borrowers, either by committing and funding these loans entirely with their own capital, or
alongside affiliates. Brookfield Infrastructure Debt Fund III, LP, an affiliate of the Fund, is also an investor in Aggregator A and Aggregator B (i.e.
a co-investor). Aggregator A and Aggregator B do not charge management fees and redemption provisions are limited to the liquidity of theirinvestments, which may be limited. The infrastructure debt loans are made across multiple sectors, including transport, data and renewable power& transition.
The Fund may use certain derivative instruments, in order to hedge its currency or interest rate risk, in accordance with its investment program.
Aggregator A:
Aggregator A has made loan commitments of $219 million of which $155 million was funded as of June 30, 2024. The coupons for these loans are
fixed and, as of June 30, 2024, range from 8% to 9%. The maturities range from April 2027 to March 2031.
Aggregator B:
Aggregator B has made loan commitments of $93 million, all of which were fully funded as of June 30, 2024. The coupons for these loans arecomprised of fixed and variable rates and, as of June 30, 2024, range from 9% to 12% (on a swapped to fixed basis). The maturities range from
August 2027 to April 2028.

8

Security exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions exempt fromregistration to qualified institutional buyers. As of June 30, 2024, the total value of such security was $48,312,000 or 2.1% of net assets.
9 The rate shown represents current yield to maturity.
10 The rate shown represents the seven-day yield as of June 30, 2024.

See Notes to Consolidated Financial Statements.
8

BrookfieldBROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Consolidated Schedule of Investments (Unaudited) (continued)
June 30, 2024

Interest Rate Swap Contracts
At June 30, 2024, the Fund had the following interest rate swap contracts outstanding:
Notional
AmountPayment Counter- Maturity(LocalFrequency party
Date
Currency)

Description

Currency

Value

Upfront
Payments(Receipts)

Unrealized
Gain/(Loss)(USD)

US$ THOUSANDSOTC Interest Swap Contracts
Receive 4.236%, Pay 3-month BBSY
Receive 4.921%, Pay 1-day SONIA

AnnualAnnualMacquarie
Macquarie

4/17/26
4/17/26

24,000,000
17,316,472

AUD
GBP

$

1,293
2,051

$

—
—

$

(42)
142

Total Interest Rate Swap Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

3,344

$

—

$

100

Foreign currency forward contracts
At June 30, 2024, the Fund had the following forward exchange contracts outstanding:Settlement Date

Currency to be received

Currency to be delivered

Value /
Unrealized
Gain/(Loss)

Counterparty

US$ THOUSANDS
01/07/25
02/28/25
06/06/25
06/06/25
08/29/25
09/15/25
09/15/25
02/02/26
02/02/26
02/27/26
03/31/26
03/31/26
04/30/26
09/30/26
06/15/27
06/15/27
06/15/27

31,264,000
28,9772,283
56,59329,040
9,458
2,653
3,812
4,316
31,006
102,569
1,229
6,921
4,817
1,737
1,689
1,918

COP
USD
USD
USD
USD
USD
USD
USD
USD
USD
USD
USD
USD
USD
USD
USD
USD

7,289
26,0002,000
51,50026,00012,800
2,400
5,100
3,400
27,700137,405
1,100
6,248
4,300
2,600
1,500
1,500

USD
EUR
EUR
EUR
EUR
CAD
EUR
CAD
GBP
EUR
CAD
EUR
EUR
EUR
AUD
EUR
GBP

Macquarie Group
Mizuho Financial Group
Mizuho Financial Group
Mizuho Financial Group
Mizuho Financial Group
Mizuho Financial Group
Mizuho Financial Group
Mizuho Financial Group
Mizuho Financial Group
Mizuho Financial Group
Mizuho Financial Group
Mizuho Financial Group
Mizuho Financial Group
Mizuho Financial Group
Mizuho Financial Group
Mizuho Financial Group
Mizuho Financial Group

Total unrealized gain............................................................................
07/22/24
07/22/24
07/22/24
07/22/24
10/03/24
10/04/24
10/08/24

639
422
615
669
124,187
42,18263,446

USD
USD
USD
USD
USD
USD
USD

994
659
505
538
170,000
38,66998,756

AUD
AUD
GBP
GBP
CAD
GBP
AUD

Goldman Sachs & Co.
Goldman Sachs & Co.
Goldman Sachs & Co.
Goldman Sachs & Co.
Macquarie Group
Mizuho Financial Group
Mizuho Financial Group

$

44
766
100
483
580
10
26
35
4
443
692
14
16
32
2
3
11
3,261
(24)
(18)
(23)
(11)
(349)
(6,653)(2,543)

See Notes to Consolidated Financial Statements.
2024 Semi-Annual Report

9

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Consolidated Schedule of Investments (Unaudited) (continued)
June 30, 2024

Settlement Date

Currency to be received

Currency to be delivered

Value /
Unrealized
Gain/(Loss)

Counterparty

US$ THOUSANDS
10/22/24
10/22/24
01/07/25
01/07/25
01/07/25
01/07/25
01/07/25
01/22/25
01/22/25
02/28/25
04/03/25
04/24/25
04/24/25
06/06/25
06/06/25
06/06/25
06/06/25
06/12/25
06/12/25
06/12/25
07/22/25
07/22/25
09/15/25
09/15/25
09/22/25
10/22/25
10/22/25
12/15/25
01/22/26
01/22/26
03/31/26
04/17/26
04/17/26
04/17/26
04/17/26
06/30/26
06/30/26
12/08/26
12/21/26
06/07/27

427
621
14,505,000
43
25,196
24,66324,655
427
621
1,582
126,685
418
607
2,235
38,500
2,855
2,220
360
180
2,153
423
613
1,493
1,364
3,085
427
619
5,074
427
619
3,112
15,346394
20,956571
4,454
10,553
16,20025,111
5,799

USD
USD
COP
USD
USD
USD
USD
USD
USD
EUR
USD
USD
USD
USD
EUR
USD
USD
GBP
GBP
USD
USD
USD
USD
USD
USD
USD
USD
USD
USD
USD
USD
USD
USD
USD
USD
USD
USD
USD
USD
USD

666
510
3,531
249,000
144,524,000
140,825,000
141,275,000
666
510
1,779
173,525651
499
11,326,000
44,086
4,300
1,800
459
229
1,710
659
505
2,300
1,100
13,808,000
666
510
6,900
666
510
4,200
24,000615
17,316471
6,700
14,30012,94537,690
7,786

AUD
GBP
USD
COP
COP
COP
COP
AUD
GBP
USD
CAD
AUD
GBP
COP
USD
AUD
GBP
USD
USD
GBP
AUD
GBP
AUD
GBP
COP
AUD
GBP
CAD
AUD
GBP
CAD
AUD
AUD
GBP
GBP
AUD
CAD
GBP
AUD
CAD

Goldman Sachs & Co.
Goldman Sachs & Co.
Macquarie Group
Macquarie Group
Macquarie Group
Macquarie Group
Macquarie Group
Goldman Sachs & Co.
Goldman Sachs & Co.
Mizuho Financial Group
Macquarie Group
Goldman Sachs & Co.
Goldman Sachs & Co.
Macquarie Group
Mizuho Financial Group
Mizuho Financial Group
Mizuho Financial Group
Mizuho Financial Group
Mizuho Financial Group
Mizuho Financial Group
Goldman Sachs & Co.
Goldman Sachs & Co.
Mizuho Financial Group
Mizuho Financial Group
Macquarie Group
Goldman Sachs & Co.
Goldman Sachs & Co.
Mizuho Financial Group
Goldman Sachs & Co.
Goldman Sachs & Co.
Mizuho Financial Group
Goldman Sachs & Co.
Goldman Sachs & Co.
Goldman Sachs & Co.
Goldman Sachs & Co.
Mizuho Financial Group
Mizuho Financial Group
Mizuho Financial Group
Mizuho Financial Group
Mizuho Financial Group$

Total unrealized loss............................................................................
Net unrealized loss............................................................................
Amounts round to less than $1,000.

*

See Notes to Consolidated Financial Statements.
10

Brookfield

(18)
(24)
(124)
(15)
(8,477)(8,151)(8,261)
(18)
(24)
(62)
(938)
(18)
(24)
(351)
(2,058)
(26)
(58)
(2)
(1)
(13)
(18)
(25)
(46)
(29)
(40)
(18)
(26)
(25)
(18)
(26)
–*
(674)
(17)
(926)
(24)
(28)
(55)
(211)
(74)
(16)
(40,580)$(37,319)

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Consolidated Schedule of Investments (Unaudited) (continued)
June 30, 2024

Abbreviations
AUD — Australian Dollar
CAD — Canadian Dollar
COP — Colombian Peso
EUR — Euro
GBP — British Pound
USD — U.S. Dollar
BBSY — Bank Bill Swap Rate
SONIA — Sterling Over Night Indexed Average

See Notes to Consolidated Financial Statements.
2024 Semi-Annual Report

11

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Consolidated Statement of Assets and Liabilities (Unaudited)
US$ THOUSANDS (except per share amounts)
Assets:Investments in unaffiliated securities, at fair value (cost: $760,278)............................
Investments in affiliated securities, at fair value (cost: $1,675,199)............................
Total investments, at fair value (cost: $2,435,477).........................................
Cash.............................................................................
Distributions and interest receivable....................................................
Foreign currency forward contracts.....................................................
Interest rate swap contracts...........................................................
Deferred financing costs.............................................................
Deferred offering costs...............................................................
Due from Adviser...................................................................
Other assets.......................................................................
Total assets......................................................................
Liabilities:
Foreign currency forward contracts.....................................................
Interest rate swap contracts...........................................................
Management fees payable............................................................
Incentive fees payable...............................................................
Organizational costs payable..........................................................
Distributions payable................................................................
Repurchases payable...............................................................
Accounts payable and other liabilities...................................................
Current taxes payable...............................................................
Deferred taxes payable..............................................................
Total liabilities....................................................................

Note

Commitments and contingencies.....................................................

7,12

3
3

2,3
2,3
9
7

2,3
2,3
7
7
6
5
10
10

As of
June 30, 2024
$
		
		
		
		
		
		
		
		
		
		
		

761,240
1,779,980
2,541,220
645
8,748
3,261
142
504
136
14,2601,999
2,570,915

		
		
		
		
		
		
		
		
		
		
		

40,580
42
2,542
2,571
9,264
8,520
237,793
1,763
1,910
14,196319,181				

Net Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$2,251,734

Composition of Net Assets:
Paid-in capital......................................................................
Distributable earnings...............................................................
Net Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$		
$2,187,528
64,2062,251,734

Net Assets
Class I Shares — Net Assets
Shares outstanding
Net asset value per share$		
$

1,863,171
181,722
10.25

Class S Shares — Net Assets
Shares outstanding
Net asset value per share
Offering price per share based on a maximum sales charge of 3.50%

$
		
$
$

386,642
37,821
10.22
10.59

Class D Shares — Net Assets
Shares outstanding
Net asset value per share
Offering price per share based on a maximum sales charge of 2.00%

$
		
$
$

1,921
190
10.12
10.33

See Notes to Consolidated Financial Statements.
12

BrookfieldBROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Consolidated Statement of Operations (Unaudited)Note

For the Six
Months Ended
June 30, 2024

11

$

11

		
		
		

43,530
1,693
11,766(13,000)
43,989

		
		
		
		
		
		
		
		
		
		
		
		
		
		
		

13,171
2,571
835
744
373
358
316
240
203
174
18,9852,077
21,062
2,833
23,895						

20,094
1,344
18,750

		
		
		
		

75
943
(1,058)
(40)

		
		
		
		
		
		
		

48,743(833)
21,442(529)(1,195)(4,158)63,470

Net realized and unrealized gain..........................................................

		63,430Net increase in net assets resulting from operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$82,180

US$ THOUSANDS
Investment income:
Dividend and distribution income from affiliated investments (net of foreign withholding tax of $57)....
Dividend and distribution income from unaffiliated investments ................................
Interest and other income from unaffiliated investments......................................
Less return of capital distributions........................................................
Total investment income..............................................................
Expenses:
Management fees....................................................................
Incentive fees.......................................................................
Distribution and shareholder servicing fees................................................
Other operating expenses..............................................................
Audit and tax services.................................................................
Legal fees..........................................................................
Administration fees...................................................................
Transfer agent fees...................................................................
Offering costs.......................................................................
Directors' fees.......................................................................
Total operating expenses.............................................................
Interest expense and other financing costs................................................
Total operating expenses and financing costs
Expenses recouped by the Adviser.......................................................
Total expenses.....................................................................
Net investment income (before taxes)
Current tax expense..................................................................
Net investment income..................................................................
Net realized gain (loss) on:
Investments in unaffiliated investments ...................................................
Foreign currency transactions...........................................................
Foreign currency forward contracts ......................................................
Net realized loss....................................................................
Net change in unrealized gain (loss) on:
Investments in affiliated investments.....................................................
Investments in unaffiliated investments...................................................
Foreign currency forward contracts ......................................................
Interest rate swap contracts............................................................
Deferred taxes recouped by the Adviser...................................................
Change in deferred taxes on unrealized gain...............................................
Net change in unrealized gain.........................................................

7
7
4

7

7,9
7

10

2,3

3,11
3
2,3
2,3
10

See Notes to Consolidated Financial Statements.
2024 Semi-Annual Report

13

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Consolidated Statements of Changes in Net Assets

US$ THOUSANDS
Increase in Net Assets Resulting from Operations:
Net investment income.........................................
Net realized (loss) gain........................................
Net change in unrealized gain...................................
Net increase in net assets resulting from operations..................

For the Six
Months Ended
June 30, 2024
(Unaudited)

For the Period
November 1,
20231
through
December 31,
2023

$
		
		

$
		
		

Note

		

Distributions to shareholders:
From distributable earnings
Class I shares................................................
Class S shares...............................................
Class D shares...............................................
From return of capitalClass I shares................................................
Class S shares...............................................
Class D shares...............................................
Total distributions paid.........................................

6

Capital share transactions:
Subscriptions................................................
Reinvestment of distributions....................................
Repurchases ................................................
Shares issued due to Reorganization.............................
Net increase in capital share transactions..........................

4

22,849						

(40,760)(3,360)
(14)

		
		
		

(9,360)
(11)
—

		
		
		

—
—
—

		
		
		

(2,807)
(10)
—

		
		
		
		

Total increase in net assets.....................................

				

Net Assets:
Beginning of period.............................................
End of period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

		
$

1

Commencement of operations

See Notes to Consolidated Financial Statements.
14

Brookfield

6,184
129
16,53682,180 				

518,750(40)
63,470(44,134) 		

(12,188)894,372
16,288(293,728)
—

		
		
		
		

35,481
1,976—
1,548,638

616,932 		
654,978 		

1,586,095
1,596,756

1,596,756
2,251,734

		$—1,596,756

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Consolidated Statement of Cash Flows (Unaudited)

US$ THOUSANDS
Operating activities :Net increase in net assets resulting from operations................................................. $Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating
activities:
Purchases of long-term portfolio investments.....................................................
Proceeds from disposition of long-term portfolio investments........................................
Net purchases and sales of short-term portfolio investments.........................................
Net accretion of discount on investments and other adjustments to cost...............................
Return of capital distributions from portfolio investments............................................
Increase in distributions and interest receivable...................................................
Decrease in deferred financing costs...........................................................
Decrease in deferred offering costs............................................................
Decrease in due from adviser.................................................................
Decrease in other assets....................................................................
Decrease in interest payable..................................................................
Increase in management fees payable..........................................................
Decrease in incentive fees payable............................................................
Decrease in organizational costs payable.......................................................
Decrease in due to custodian.................................................................
Decrease in accounts payable and other liabilities.................................................
Increase in current taxes payable..............................................................
Increase in deferred taxes payable.............................................................
Net change in unrealized gain on investments....................................................
Net change in unrealized gain on foreign currency forward contracts . .................................
Net change in unrealized loss on interest rate swap contracts.......................................
Cash flows used in operating activities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financing activities :Repayment of loan payable....................................................................
Proceeds from credit facility ...................................................................
Repayment of credit facility....................................................................
Repayment of reverse repurchase agreements....................................................
Cash provided from subscriptions...............................................................
Repurchase of shares........................................................................
Distributions paid to shareholders, net of reinvestments..............................................
Cash flows from financing activities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

For the Six
Months Ended
June 30, 2024
(Unaudited)
82,180$—(446,473)
162,088(140,577)(3,985)13,000(1,335)
314
203
2,983
11
(1,693)638(1,249)(2,061)(4,908)
(580)
714
4,158
(47,910)(21,442)529(405,395)(149,000)
4,000(101,902)(84,537)
818,677(55,935)(25,263)
406,040

Effect of exchange rate changes on cash...........................................................
Net increase to cash...........................................................................
Cash, beginning of period.......................................................................
Cash, end of period.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

—
645
—
645

Supplemental Disclosure of Cash Flow Information:
Interest payments on the loan, credit facility and reverse repurchase agreements for the six months ended June 30, 2024 totaled$3,243,000.
Non-cash financing activities consist of distributions reinvested through our Dividend Reinvestment Plan of $16,288,000 for the six
months ended June 30, 2024.

See Notes to Consolidated Financial Statements.
2024 Semi-Annual Report

15

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Consolidated Financial Highlights
For the Six
Months Ended
June 30, 2024
(Unaudited)

Class IPer Share Operating Performance:
Net asset value, beginning of period...............................
Income from Investment Operations:
Net investment income2........................................
Net realized and unrealized gain2................................
Total from investment operations2...............................
Distributions to Shareholders:
From distributable earnings.....................................
From return of capital..........................................
Total distributions to shareholders3..............................
Net asset value, end of period....................................

$$

Total Investment Return4,5........................................
Ratios and Supplemental Data:
Net assets, end of period (in thousands)............................ $Ratio of Expenses to Average Net Assets:
Management fee expense6.....................................
Incentive fee expense6.........................................
Operating expenses6..........................................
Distribution and shareholder servicing fees6........................
Total expenses before interest, current tax and organizational andoffering expenses6.........................................
Organizational and offering expenses5............................
Interest expense..............................................
Current tax expense...........................................
Gross expenses, excluding recoupment / reimbursement, and includinginterest, current tax and organizational and offering expenses.......
Expenses recouped (reimbursed) by the Adviser....................
Net expenses, including recoupment / reimbursement, interest, current
tax and organizational and offering expenses....................
Ratio of Net Investment Income to Average Net Assets:
Net investment income6........................................
Net investment income, excluding the effect of recoupment /reimbursement, interest expense and current tax expense6...........
Portfolio turnover rate5,7..........................................
1
2
3
4
5
6
7

$

10.00‌

0.08‌
0.32‌
0.40‌

0.04‌
0.11‌
0.15‌

(0.22)—‌(0.06)(0.02)(0.22)
10.25‌$

3.99%
1,863,171‌ $
–
1.25%
0.24%
0.21%
—‌

(0.08)
10.07‌
1.48%
1,589,722‌
–
1.25%
0.41%
0.26%
—‌

1.70%
0.01%
0.21%6
0.11%61.92%
0.72%
0.16%5
0.06%52.03%
0.28%62.86%(0.68)%5

2.31%

2.18%

—
1.56%

—
3.67%

2.15%
7.74%

3.21%
0.03%

Commencement of Operations.
Per share amounts presented are based on average shares outstanding throughout the period indicated.
Distributions for annual periods are determined in accordance with federal income tax regulations.
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.
Not annualized for periods less than one year.
Annualized for periods less than one year.
Refer to Note 8, Purchases and Sales of Investments, for further details.

See Notes to Consolidated Financial Statements.
16

10.07‌For the Period
November 1, 20231
through
December 31, 2023

BrookfieldBROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Consolidated Financial Highlights (continued)
For the Six
Months Ended
June 30, 2024
(Unaudited)

Class SPer Share Operating Performance:
Net asset value, beginning of period...............................
Income from Investment Operations:
Net investment income2........................................
Net realized and unrealized gain2................................
Total from investment operations2...............................
Distributions to Shareholders:
From distributable earnings.....................................
From return of capital..........................................
Total distributions to shareholders3..............................
Net asset value, end of period....................................

$$

Total Investment Return4,5........................................
Ratios and Supplemental Data:
Net assets, end of period (in thousands)............................ $Ratio of Expenses to Average Net Assets:
Management fee expense6.....................................
Incentive fee expense6.........................................
Operating expenses6..........................................
Distribution and shareholder servicing fees6........................
Total expenses before interest, current tax and organizational andoffering expenses6.........................................
Organizational and offering expenses5............................
Interest expense..............................................
Current tax expense...........................................
Gross expenses, excluding recoupment / reimbursement, and includinginterest, current tax and organizational and offering expenses.......
Expenses recouped (reimbursed) by the Adviser....................
Net expenses, including recoupment / reimbursement, interest, current
tax and organizational and offering expenses....................
Ratio of Net Investment Income to Average Net Assets:
Net investment income6........................................
Net investment income, excluding the effect of recoupment /reimbursement, interest expense and current tax expense6...........
Portfolio turnover rate5,7..........................................
1
2
3
4
5
6
7

For the Period
December 1, 20231
through
December 31, 2023

10.04‌$

10.00‌

0.20‌
0.15‌
0.35‌

0.05‌
0.02‌
0.07‌

(0.17)—‌(0.02)(0.01)(0.17)
10.22‌$(0.03)
10.04‌

3.55%

0.70%

386,642‌ $
–
1.25%
0.26%
0.25%
0.85%

7,034‌
–
1.25%
0.41%
0.26%
0.85%

2.61%
0.01%
0.10%6
0.34%62.77%
0.72%
0.16%5
0.06%53.06%
0.19%63.71%(0.68)%5

3.25%

3.03%

—
3.90%

—
2.82%

4.52%
7.74%

2.36%
0.03%

Commencement of Operations.
Per share amounts presented are based on average shares outstanding throughout the period indicated.
Distributions for annual periods are determined in accordance with federal income tax regulations.
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.
Not annualized for periods less than one year.
Annualized for periods less than one year.
Refer to Note 8, Purchases and Sales of Investments, for further details.

See Notes to Consolidated Financial Statements.
2024 Semi-Annual Report

17

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Consolidated Financial Highlights (continued)
For the Period
March 1, 20241
through
June 30, 2024
(Unaudited)

Class DPer Share Operating Performance:
Net asset value, beginning of period.......................................................
Income from Investment Operations:
Net investment income2................................................................
Net realized and unrealized gain2........................................................
Total from investment operations2.......................................................
Distributions to Shareholders:
From distributable earnings.............................................................
Total distributions to shareholders3......................................................
Net asset value, end of period............................................................

$

0.22‌
0.03‌
0.25‌
(0.13)$

Total Investment Return4,5................................................................
Ratios and Supplemental Data:
Net assets, end of period (in thousands)....................................................
Ratio of Expenses to Average Net Assets:
Management fee expense6.............................................................
Incentive fee expense6.................................................................
Operating expenses6..................................................................
Distribution and shareholder servicing fees6................................................
Total expenses before interest, current tax and organizational and offering expenses6.............
Organizational and offering expenses5....................................................
Interest expense6.....................................................................
Current tax expense6..................................................................
Gross expenses, excluding recoupment / reimbursement, and including interest, current tax andorganizational and offering expenses..................................................
Expenses recouped (reimbursed) by the Adviser............................................
Net expenses, including recoupment / reimbursement, interest, current tax and organizational andoffering expenses..................................................................
Ratio of Net Investment Income to Average Net Assets:
Net investment income6................................................................
Net investment income, excluding the effect of recoupment / reimbursement, interest expense andcurrent tax expense6.................................................................
Portfolio turnover rate5,7..................................................................
1
2
3
4
5
6
7

(0.13)
10.12‌
2.55%$

1,921‌
–
1.25%
0.27%
0.19%
0.25%
1.96%
0.01%
0.06%
0.46%
2.49%
0.16%
2.65%
—
6.57%
7.25%
7.74%

Commencement of Operations.
Per share amounts presented are based on average shares outstanding throughout the period indicated.
Distributions for annual periods are determined in accordance with federal income tax regulations.
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.
Not annualized for periods less than one year.
Annualized for periods less than one year.
Refer to Note 8, Purchases and Sales of Investments, for further details.

See Notes to Consolidated Financial Statements.
18

10.00‌

BrookfieldBROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Consolidated Financial Highlights (continued)
The following table sets forth information regarding the Fund’s outstanding senior securities as at June 30, 2024.

Fiscal or Period End
June 30, 2024
December 31, 2023

1
2

Average
Total AmountInvoluntaryMarketOutstanding
Liquidating
Value per Unit
Exclusive of Treasury Asset Coverage Preference Per (Exclude Bank
Securities
per Unit1
Unit
Loans)$–
356,439,000

$

–
5,480

N/A
N/A

N/A
N/A

Type of Senior
Security2
Loan Payable, Credit Facility, Reverse Repurchase Agreement
Loan Payable, Credit Facility, Reverse Repurchase Agreement

Calculated by subtracting the Fund’s total liabilities (not including borrowings) from the Fund’s total assets and dividing by the total number ofsenior indebtedness units, where one unit equals $1,000 of senior indebtedness.
“Senior security" means any bond, debenture, note, or similar obligation or instrument constituting a security and evidencing indebtedness, andany stock of a class having priority over any other class as to distribution of assets or payment of dividends.

See Notes to Consolidated Financial Statements.
2024 Semi-Annual Report

19

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2024​​1. ORGANIZATION & INVESTMENT OBJECTIVES
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. The Fund continuously offers its shares of common stock, as well as periodic liquidity to investors.
The Fund's Class I Shares, Class S Shares and Class D Shares commenced operations on November 1, 2023, December
1, 2023 and March 1, 2024, respectively.
The Fund currently offers shares of four classes of common stock on a continuous basis: Class I Common Shares (“ClassI 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 U.S. Securities andExchange Commission (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, and ClassT Shares, the Fund may offer additional classes of shares in the future.
Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P. (the “Adviser”) 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 wholly-owned subsidiary of Brookfield Asset Management ULC (“BAM ULC”). Brookfield Public
Securities Group LLC (the “Administrator”), an indirect-wholly-owned subsidiary of BAM ULC, is registered as an investment
adviser under the Investment Advisers Act of 1940, as amended, and serves as Administrator to the Fund. Brookfield
Corporation (NYSE: BN; TSX: BN), holds a 75% interest in BAM ULC, while Brookfield Asset Management Ltd. (NYSE:
BAM; TSX: BAMA) (“Brookfield Asset Management”) holds a 25% interest in BAM ULC. Brookfield Asset Management isa leading global alternative asset manager.
The Fund’s investment objective is to maximize total returns through growth of capital and current income. There can be
no assurance that the Fund will achieve its investment objective.
BII launched on November 1, 2023, as a regulated investment company, structured as a "tender offer fund." At the timeof launch, a predecessor fund based in Luxembourg, Brookfield Infrastructure Income Fund SCSp (the "Predecessor
Fund"), was reorganized into the Fund (the "Reorganization") and as a result, the Fund adopted all of the assets andliabilities of the Predecessor Fund, including its portfolio of private infrastructure investments. 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) a material change in thePredecessor 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. The net asset value ofthe Fund’s shares as of close of business on October 31, 2023, after the Reorganization, was $10.00 for Class I Sharesand the Fund received in-kind capital contributions of net assets valued at $1,548,638,000 in exchange for 154,864,000
Class I Shares.
​​2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESThe preparation of financial statements in conformity with accounting principles generally accepted in the United States ofAmerica (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ
from those estimates. The Fund is an investment company within the scope of Financial Accounting Standards Board(“FASB”) Accounting Standards Update (“ASU”) 2013-08 and follows accounting and reporting guidance under FASB
Accounting Standards Codification (“ASC”) Topic 946 Financial Services-Investment Companies.

20

BrookfieldBROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Notes to Consolidated Financial Statements (Unaudited) (continued)
June 30, 2024​​2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Reporting entity and principles of consolidation
The entities listed below are wholly-owned subsidiaries (each a “Subsidiary”, or together “Subsidiaries”) of the Fund.
The financial results of these Subsidiaries are included in the consolidated financial statements and financial highlightsof the Fund. All investments held by the Subsidiaries are disclosed in the Consolidated Schedule of Investments. The
accompanying consolidated financial statements include the accounts of the Subsidiaries. All intercompany accounts andtransactions have been eliminated on consolidation.
Subsidiaries
Enercare BII ULC, an Alberta corporation formed on September 23, 2022.
IPL BII ULC, an Alberta corporation formed on September 23, 2022.
Ontario Wind BII ULC, an Alberta corporation formed on September 23, 2022.
Intermediate Holdings US LLC, formed as a limited liability company under the Delaware Limited Liability Company Act
on September 30, 2022.
BII Foundry Holdings LLC, formed as a limited liability company under the Delaware Limited Liability Company Act on
December 22, 2022.
BII Smoky Holdings LLC, formed as a limited liability company under the Delaware Limited Liability Company Act on
February 16, 2023.
BII Finco (Cayman) 2 LP formed as an Exempted Limited Partnership registered in the Cayman Islands on October 10,
2023.
BII Finco GP LLC, formed in Delaware on October 10, 2023 and is the sole general partner of BII Finco (Cayman) 2 LP.
BII Preferred US Holdings LLC, formed as a limited liability company under the Delaware Limited Liability Company Act
on May 16, 2024.
Cash
Cash represents funds held in bank accounts with reputable international financial institutions. To the extent that suchdeposits exceed federally insured limits, the excess over such limits will be uninsured.
Valuation of investments
The Board of Directors (the "Board") has designated the Adviser as the valuation designee pursuant to Rule 2a-5 underthe 1940 Act to perform fair value determination relating to any or all fund investments. The Board oversees the Adviser in
its role as the valuation designee in accordance with the requirements of Rule 2a-5 under the 1940 Act.
The Fund values its private investments on at least a monthly basis. The Fund carries its private investments at theirestimated fair value as determined by the Adviser. A number of valuation methodologies are considered in arriving at
the fair value of unquoted investments, including internal or external valuation models, which may include discounted
cash flow analysis. The most appropriate methodology to determine fair value is chosen on an investment by investment
basis. Any control, size, liquidity or other discounts or premiums on the investment are considered by the Adviser in theirdetermination of fair value. During the initial period after an investment has been made, cost may represent the most2024 Semi-Annual Report

21

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Notes to Consolidated Financial Statements (Unaudited) (continued)
June 30, 2024​​2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
reasonable estimate of fair value. Intra-quarter month-end values will reflect the latest quarterly valuation, as adjusted
based on the total return that the investment is expected to generate, the impact of foreign exchange rates, and any
adjustments the Adviser deems appropriate.
Investments in equity securities listed or traded on any securities exchange or traded in the over-the-counter market arevalued at the last trade price as of the close of business on the valuation date. If the relevant exchange closes early, thenthe equity security will be valued at the last traded price before the relevant exchange close. Prices of foreign equities thatare principally traded on certain foreign markets will generally be adjusted daily pursuant to a fair value pricing service
approved by the Board in order to reflect an adjustment for the factors occurring after the close of certain foreign markets
but before the NYSE close. When fair value pricing is employed, the value of the portfolio securities used to calculate
the Fund’s net asset value (“NAV”) may differ from quoted or official closing prices. Investments in open-end registeredinvestment companies, if any, are valued at the NAV as reported by those investment companies.
Debt securities, including U.S. government securities, listed corporate bonds, other fixed income and asset-backed
securities, and unlisted securities and private placement securities, are generally valued at the bid prices furnished by anindependent pricing service or, if not valued by an independent pricing service, using bid prices obtained from active andreliable market makers in any such security or a broker-dealer. Valuations from broker-dealers or pricing services consider
appropriate factors such as market activity, market activity of comparable securities, yield, estimated default rates, timingof payments, underlying collateral, coupon rate, maturity date, and other factors. Short-term debt securities with remaining
maturities of sixty days or less are valued at amortized cost of discount or premium to maturity, unless such valuation, inthe judgment of the Adviser, does not represent fair value.
Over-the-counter financial derivative instruments, such as forward currency contracts, options contracts, or swap
agreements, derive their values from underlying asset prices, indices, reference rates, other inputs or a combination ofthese factors. These instruments are normally valued on the basis of evaluations provided by independent pricing services
or broker dealer quotations. Depending on the instrument and the terms of the transaction, the value of the derivative
instruments can be estimated by a pricing service provider using a series of techniques, such as simulation pricing models.
The pricing models use issuer details and other inputs that are observed from actively quoted markets such as indices,
spreads, interest rates, curves, dividends and exchange rates. Derivatives that use similar valuation techniques and inputs
as described above are normally categorized as Level 2 of the fair value hierarchy.
The fair value of financial instruments that are traded in active markets at each reporting date is determined by reference
to quoted market prices or dealer price quotation, without any deduction for transaction costs. For financial instruments
not traded in an active market, the fair value is determined using appropriate valuation techniques. Such techniques may
include using recent arm’s length market transactions, reference to the current fair value or another instrument that is
substantially the same, a discounted cash flow analysis, or other valuation models.
Securities for which market prices are not readily available, cannot be determined using the sources described above, or
the Adviser determines that the quotation or price for a portfolio security provided by a broker-dealer or an independent
pricing service is inaccurate will be valued at a fair value determined by the Adviser following the procedures adopted by
the Adviser under the supervision of the Board.
The Adviser’s valuation policy establishes parameters for the sources, methodologies, and inputs the Adviser uses indetermining fair value. Non-publicly traded debt and equity securities and other securities or instruments for which reliable
market quotations are not available are valued by the Adviser using valuation methodologies applied on a consistent basis.
These securities may initially be valued at the acquisition price as the best indicator of fair value. The Adviser reviews
the significant unobservable inputs, valuations of comparable investments and other similar transactions for investments
valued at acquisition price to determine whether another valuation methodology should be utilized. Subsequent valuations
will depend on facts and circumstances known as of the valuation date and the application of valuation methodologies
further described below. The fair value may also be based on a pending transaction expected to close after the valuation
date. These valuation methodologies involve a significant degree of management judgment. Accordingly, valuations do not
22

BrookfieldBROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Notes to Consolidated Financial Statements (Unaudited) (continued)
June 30, 2024​​2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
necessarily represent the amounts which may eventually be realized from sales or other dispositions of investments in the
future. Fair values may differ from the values that would have been used had a ready market for the investment existed,
and the differences could be material to the consolidated financial statements.
The fair valuation methodology may include or consider the following guidelines, as appropriate: (1) evaluation of all
relevant factors, including but not limited to, pricing history, current market level, supply and demand of the respective
security; (2) comparison to the values and current pricing of securities that have comparable characteristics; (3) knowledgeof historical market information with respect to the security; (4) other factors relevant to the security which would include,
but not be limited to, duration, yield, fundamental analytical data, the Treasury yield curve, and credit quality. The fair value
may be difficult to determine and thus judgment plays a greater role in the valuation process. Imprecision in estimating fairvalue can also impact the amount of unrealized gain or loss recorded for a particular portfolio security and differences in
the assumptions used could result in a different determination of fair value, and those differences could be material. For
those securities valued by fair valuations, the Adviser reviews and affirms the reasonableness of the valuations based onsuch methodologies on a regular basis after considering all relevant information that is reasonably available. There canbe no assurance that the Fund could purchase or sell a portfolio security at the price used to calculate the Fund’s NAV.
Foreign Currency Transactions
Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at thedate of valuation. Purchases and sales of securities and income and expense items denominated in foreign currencies aretranslated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not isolate the portion ofgains or losses resulting from changes in foreign exchange rates on securities from the fluctuations arising from changes
in market prices.
Reported net realized foreign exchange gains or losses arise from sales of securities, currency gains or losses realized
between the trade and settlement dates on securities transactions and the difference between the amounts of dividends,
interest and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually
received or paid.
Investment Transactions and Investment Income
Public portfolio company investments are recorded on trade date. Realized gains and losses from securities transactions
are calculated on the identified cost basis. Discounts and premiums on securities are accreted and amortized on adaily basis using the effective yield to maturity and yield to next methods, respectively, and might be adjusted basedon management’s assessment of the collectability of such interest. Dividend income is recorded on the ex-dividend
date. Income from distributions is limited to the amount of earnings and profits, generated by each portfolio company.
Distributions from these portfolio companies in excess of earnings and profits are recorded as a return of capital. Interest
income is recorded on the accrual basis, if applicable.
Expenses
Expenses directly attributable to the Fund are charged directly to the Fund, while expenses that are attributable to the Fundand other investment companies advised by the Adviser or its affiliates are allocated among the respective investmentcompanies, including the Fund, based either upon relative average net assets, evenly, or a combination of average net
assets and evenly.

2024 Semi-Annual Report

23

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Notes to Consolidated Financial Statements (Unaudited) (continued)
June 30, 2024​​2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Income Taxes
The Fund is a regulated investment company that benefits from flow-through tax treatment as it expects to distribute
substantially all of its taxable income to its shareholders. However, income taxes are recognized for the amount of taxes
payable by the Fund’s corporate subsidiaries and for the impact of deferred tax assets and liabilities related to such
subsidiaries.
Current income taxes: Current income tax assets and liabilities are measured at the amount expected to be paid to tax
authorities, net of recoveries based on the tax rates and laws enacted at the reporting date.
Deferred income taxes: Deferred income tax liabilities are provided for using the liability method on temporary differences
between the tax bases used in the computation of taxable income and carrying amounts of assets and liabilities in the
consolidated financial statements. Deferred income tax assets are recognized for all deductible temporary differences,carry forward of unused tax credits and unused tax losses, to the extent that it is probable that deductions, tax credits andtax losses can be utilized. The carrying amount of deferred income tax assets are reviewed at each reporting date andreduced to the extent it is no longer probable that the income tax asset will be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which
the liability is settled or the asset realized, based on tax rates and tax laws that have been enacted by the end of thereporting period. The measurement of deferred income tax liabilities and assets reflect the tax consequences that would
follow from the manner in which the Fund expects, at the end of the reporting period, to recover or settle the carrying
amount of its assets and liabilities.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets
against current tax liabilities and when they relate to income taxes levied by the same taxation authority within a single
taxable entity or the Fund intends to settle its current tax assets and liabilities on a net basis in the case where there exist
different taxable entities in the same taxation authority and when there is a legally enforceable right to set off current tax
assets against current tax liabilities.
Organizational Expenses and Offering Costs
Organizational costs are expensed as incurred and consist of costs to establish the Fund and enable it legally to do business.
Offering costs from the initial launch of the Fund were deferred and will be amortized over the first twelve months after thecommencement of operations in accordance with FASB ASC 946-20-25-5 and ASC 946-20-35-5, respectively. Offeringcosts consist primarily of registration fees and legal fees for the preparation of the Fund’s initial Registration Statement on
Form N-2. Organizational costs were reimbursed by the Adviser, subject to potential recoupment as described in Note 7.
New Accounting Pronouncements
In June 2022, FASB issued ASU No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity
Securities Subject to Contractual Sale Restrictions. The amendments in this update clarify the guidance in Topic 820
when measuring the fair value of an equity security subject to contractual sale restrictions and introduce new disclosure
requirements related to such equity securities. The amendments are effective for ﬁscal years beginning after December
15, 2023, with early adoption permitted. The Fund's financial statements are not materially impacted by this update.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures.
ASU 2023-09 requires disclosure of disaggregated income taxes paid in both U.S. and foreign jurisdictions, prescribes
standard categories for the components of the effective tax rate reconciliation and modifies other income tax-related
disclosures. ASU 2023-09 is effective for the fiscal year ending December 31, 2025. Early adoption is permitted and theamendments in this update should be applied on a prospective basis, though retrospective adoption is permitted. The
Fund is currently evaluating the impact of this guidance on its financial statements.

24

BrookfieldBROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Notes to Consolidated Financial Statements (Unaudited) (continued)
June 30, 2024​​2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Derivative Financial Instruments
The Fund may purchase and sell derivative instruments such as swaps, including credit default and total return swaps,
and other over the counter derivative instruments or participations. The Fund may invest in, or enter into, derivatives fora variety of reasons, including to hedge certain market risks, to provide a substitute for purchasing or selling particular
securities or to increase potential income gain.
Forward Currency Contracts: A forward currency contract (“forward contract”) is an agreement between two parties tobuy or sell a currency at an agreed upon price for settlement at a future date. During the period the forward contract is inexistence, changes in the value of the forward contract will fluctuate with changes in the currency exchange rates. The
forward contract is marked to market daily and these changes are recorded as an unrealized gain or loss. Gain or loss on
the purchase or sale of a forward contract is realized on the settlement date.
The Fund invests in forward contracts to hedge against fluctuations in the value of foreign currencies caused by changes
in the prevailing currency exchange rates. The use of forward contracts involves the risk that the counterparties may beunable to meet the terms of their contracts and may be negatively impacted from unanticipated movements in the value ofa foreign currency relative to the U.S. dollar.
The average U.S. dollar value of forward currency contracts to be delivered or received during the period ended June 30,2024 was $925,802,000.
Interest Rate Swaps: An interest rate swap is an agreement between the Fund and a counterparty to exchange cash flows
based on the difference between two interest rates, applied to a notional amount. These agreements may be privately
negotiated in the over-the-counter market (OTC interest rate swaps) or may be executed on a registered exchange(centrally cleared interest rate swaps). Over the term of the contract, contractually required payments to be paid and to bereceived are accrued daily and recorded as unrealized gain or loss until the payments are made, at which time they are
realized.
The Fund invests in interest rate swap contracts primarily to manage interest rate risk.
For the six months ended June 30, 2024, the average month end notional amount of swap contracts was $41,556,000.
The following table sets forth the fair value of the Fund’s derivative instruments:

Derivatives

Consolidated Statement of Assets
and Liabilities Location

Value as ofJune 30, 2024

US$ THOUSANDS
AssetsForeign currency contracts

Foreign currency forward contracts

$

3,261

Interest rate contracts

Interest rate swap contracts$

142

Liabilities
Foreign currency contracts

Foreign currency forward contracts$(40,580)

Interest rate contracts

Interest rate swap contracts

$

(42)

2024 Semi-Annual Report

25

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Notes to Consolidated Financial Statements (Unaudited) (continued)
June 30, 2024​​2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
The following table sets forth the effect of derivative instruments on the Consolidated Statement of Operations for theperiod ended June 30, 2024:
Consolidated Statement of
Operations Location

Derivatives

Net Change in
Unrealized
Gain (Loss)

Net Realized
Loss

US$ THOUSANDS
Foreign currency contracts

Foreign currency forward contracts

Interest rate contracts

Interest rate swap contracts$(1,058)$21,442—$(529)(1,058)$20,913

The Fund has elected to not offset derivative assets and liabilities or financial assets, including cash, that may be received
or paid as part of collateral arrangements, even when an enforceable master netting agreement is in place that provides
the Fund, in the event of counterparty default, the right to liquidate collateral and the right to offset a counterparty’s rights
and obligations.

Gross
Amounts

Amounts
Offset in theStatement
Assets andLiabilities

Amounts
Presented in
the Statementof Assets andLiabilities

Non-CashCollateral(Pledged)
Received1

Collateral
Pledged(Received)1

Net Amount

US$ THOUSANDS
Assets:Forward currency contracts. $Swap contracts .........
$

3,261
142

$
$

—
—

$
$

3,261
142

$
$

—
—

$
$

—
—

$
$

3,261
142

Liabilities:
Forward currency contracts. $Swap contracts.........
$(40,580)
(42)

$
$

—
—

$
$

(40,580)
(42)

$
$

—
—

$
$

—
—

$
$

(40,580)(42)

1

Excess of collateral pledged to the individual counterparty is not shown for financial statement purposes.

​​3. FAIR VALUE MEASUREMENTS
A three-tier hierarchy has been established to maximize the use of observable market data and minimize the use ofunobservable inputs and to establish classification of fair value measurements for disclosure purposes.
Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability
developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are
inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing
the asset or liability developed based on the best information available in the circumstances.

26

BrookfieldBROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Notes to Consolidated Financial Statements (Unaudited) (continued)
June 30, 2024​​3. FAIR VALUE MEASUREMENTS (continued)
The three-tier hierarchy of inputs is summarized in the three broad levels listed below:
Level 1 — quoted prices in active markets for identical assets or liabilities
Level 2 — quoted prices in markets that are not active or other significant observable inputs (including, but
not limited to: quoted prices for similar assets or liabilities, quoted prices based on recently executedtransactions, interest rates, credit risk, etc.)
Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of
assets or liabilities)
The following table summarizes the Fund’s investments valuation inputs categorized in the disclosure hierarchy as of June30, 2024:
FAIR VALUE MEASUREMENTSLEVEL 2LEVEL 3

LEVEL 1TOTAL

US$ THOUSANDS
Investments accounted for at fair value:
Private investments.............................
Public securities...............................
Short-Term Investments.........................
Total Investments at Fair Value....................

$

$

—
—
18,42818,428

$

—
—
—

$

—
—
—

$

$

—
525,372
171,948
697,320

$

3,261
142
3,403

$

40,58042
40,622$$

1,825,472——
1,825,472

$

—
—
—

$

—
—
—

$

$

1,825,472
525,372
190,376
2,541,220

Other Financial Instruments (Assets)
Foreign currency forward contracts................
Interest rate swaps.............................
Total Other Financial Instruments (Assets)...........

$
$

$

$

3,261
142
3,403

$

Other Financial Instruments (Liabilities)
Foreign currency forward contracts................
Interest Rate Swaps............................
Total Other Financial Instruments (Liabilities).........

$
$

$

$

$

40,58042
40,6222024 Semi-Annual Report

27

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Notes to Consolidated Financial Statements (Unaudited) (continued)
June 30, 2024​​3. FAIR VALUE MEASUREMENTS (continued)
The table below shows the significant unobservable valuation inputs that were used by the Adviser to fair value the Level
3 investments as of June 30, 2024.
Quantitative Information about Level 3 Fair Value Measurements
Impact to
Valuationfrom anIncreasein Input(1)Value as ofJune 30, 2024

Valuation
Approach

Valuation Technique

Unobservable
Input

Amount or
Range/(Weighted
Average)$1,576,166

IncomeApproach

Discounted
cash flow model

Discount
Rate

6.5% to 20.0%(12.4%)

Decrease

Terminal Value
Multiple

2.3x to 23.5x(12.7x)Increase

Discount
Rate

7.8% to 12.0%(9.2%)

Decrease

US$ THOUSANDS
Private equity
Investments

Private debt
Investments(1)$249,306

IncomeApproach

Discounted
cash flow model

The impact represents the expected directional change in the fair value of Level 3 investments that would result from an increase in thecorresponding input. A decrease to the unobservable input would have the opposite effect. Significant changes in these inputs could result insignificantly higher or lower fair value measurements.

The following is a reconciliation of the assets in which significant unobservable inputs (Level 3) were used in determining
fair value:
Private Equity

Private Debt

Total

US$ THOUSANDS
Balance as of December 31, 2023
Purchases of investments.................................
Return of capital........................................
Sales proceeds.........................................
Accrued discounts (premiums).............................
Realized gain (loss)......................................
Net change in unrealized gain.............................

$

1,521,539 $
13,786(5,190)———46,031

207,450 $46,307(7,810)
—
—
—
3,359

1,728,989
60,093(13,000)———
49,390

Balance as of June 30, 2024..............................

$

1,576,166 $249,306 $1,825,472

Change in unrealized gain for Level 3 assets still held at thereporting date..........................................

$

46,031 $3,359 $

49,390​​4. CAPITAL SHARESThe Fund currently offers its Shares on a continuous basis and was granted 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, and Class T Shares, the Fund may offer additionalclasses of shares in the future.

28

BrookfieldBROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Notes to Consolidated Financial Statements (Unaudited) (continued)
June 30, 2024​​4. CAPITAL SHARES (continued)
The Shares are continuously offered each month at an offering price equal to NAV per share (plus an applicable front-end
sales load, where relevant), which is calculated: (i) as of the close of business on the last business day of each month; (ii)on each date that Shares are to be repurchased in connection with the Fund's offer to purchase Shares; and (iii) at suchother times as the Board shall determine. 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 paidwith 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% anda maximum dealer fee of 0.50% of the investment 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.
For the six months ended June 30, 2024, distribution and shareholder servicing fees totaled $834,000 for Class S Shares.
Distribution and shareholder servicing fees for Class D Shares were less than $1,000 for the period from March 1, 2024
(inception date) to June 30, 2024.
At June 30, 2024, 10.56% of the shares of the Fund were owned by Brookfield and its affiliates.
Share transactions in the Fund’s shares were as follows:
Six Months Ended
June 30, 2024
SharesAmountPeriod Ended
December 31, 2023
SharesAmountUS$ THOUSANDSClass I Shares: Inception date November 1, 2023
Shares issued in Reorganization (Note 1)................

—

$

—

154,864$

1,548,638

Subscriptions.......................................

51,058517,7852,846

28,472

14,727

197(293,677)

—

		
		
		

Reinvestment of distributions..........................

1,451

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

(28,694)						

Net increase.......................................

23,815$

238,835

157,907$

1,579,086

Subscriptions.......................................

36,972

374,687

701

153

1,553

—

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

(5)

(51)

—

		
		
		

7,009

Reinvestment of distributions..........................

		
		
		

Net increase.......................................

37,120$376,189

701

$

7,009

Subscriptions.......................................

189

1,900

—

1

8

—

		
		

—

Reinvestment of distributions..........................

				

Net increase.......................................

190

$

1,908

—

$

—

1,976
—

Class S Shares: Inception date December 1, 2023——

Class D Shares: Inception date March 1, 2024—​​5. REPURCHASESThe Fund intends, but is not obligated, to conduct quarterly tender offers 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 Shares properly tendered will be repurchased by the Fund. Any repurchase of Shares from a stockholderthat 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 Repurchase2024 Semi-Annual Report

29

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Notes to Consolidated Financial Statements (Unaudited) (continued)
June 30, 2024​​5. REPURCHASES (continued)
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 advisable for the Fund and 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, and other 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 and outside of the controlof the Fund or its agents or affiliates. Stockholders may withdraw their written tenders after the expiration of 40 businessdays from the commencement of the offer if the Board provides consent and the tender has not yet been accepted by theFund 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.
During the six months ended June 30, 2024, the fund completed two quarterly tender offers which commenced on February
23, 2024 and May 29, 2024. The results of the tender offers were as follows:
Commencement Date.......................................................................
Repurchase Request Deadline................................................................
Repurchase Pricing Date....................................................................
Dollar Amount Repurchased..................................................................
Shares Repurchased.......................................................................

February 23, 2024
March 22, 2024
March 28, 2024
$ 55,935,000
5,500,000

Commencement Date.......................................................................
Repurchase Request Deadline................................................................
Repurchase Pricing Date....................................................................
Dollar Amount Repurchased..................................................................
Shares Repurchased.......................................................................

May 29, 2024
June 27, 2024
June 28, 2024
237,793,000
23,199,000$

Brookfield and its affiliates participated in each tender offer and tendered a total of 28,678,000 shares for total proceeds
of $293,510,000 of which $237,575,000 was settled in July.
​​6. DISTRIBUTIONSThe 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 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, such as 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 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, the distributions 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 andthe Fund’s distribution policy may be changed by the Board of Directors at any time, there can be no assurance that theFund will pay distributions or dividends. Distributions are subject to re-characterization for federal income tax purposes
after the end of the fiscal year.

30

BrookfieldBROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Notes to Consolidated Financial Statements (Unaudited) (continued)
June 30, 2024​​6. DISTRIBUTIONS (continued)
A notice disclosing the source(s) of a distribution is provided after a payment is made from any source other than net
investment income. This notice is available on the Adviser’s website at https://www.brookfieldoaktree.com/fund/brookfieldinfrastructure-income-fund-inc. Any such notice is provided only for informational purposes in order to comply with therequirements of Section 19(a) of the 1940 Act and not for tax reporting purposes. The tax composition of the Fund’s
distributions for each calendar year is reported on IRS Form 1099-DIV.
​​7. INVESTMENT ADVISORY & ADMINISTRATIVE AGREEMENTS AND TRANSACTIONS WITH RELATED PARTIESThe Fund and the Adviser have entered into the Advisory Agreement pursuant to which the Adviser is entitled to receive abase management fee and an incentive fee.
The base management fee (the “Management Fee”) is accrued monthly and payable quarterly in arrears at the annual rateof 1.25% of the value of the Fund’s net assets before any management and incentive fees, which is calculated as of theclose of business on the last business day of each month.
The incentive fee (the “Incentive Fee”) is accrued monthly and payable annually in arrears at an amount equal to 12.5% of
the Fund Income for the applicable year. The Fund looks through any total 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 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 tradedsecurities; 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 fromoperations (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 will reflect all such distributions received by the Fund,
except returns of invested capital that are not derived from the operations of the issuer based on a review by the Fund’s
portfolio management team of the issuer’s financial statements and results from business operations.
Fund Income does not include any component of capital gains or capital appreciation. The Adviser is not entitled to any
incentive fee based on the capital gains or capital appreciation of the Fund or its investments.
Pursuant to an Expense Limitation and Reimbursement Agreement (the “Expense Limitation and Reimbursement
Agreement”), through April 30, 2025, the Adviser has contractually agreed to waive and/or reimburse expenses of theFund 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 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 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 the businessof the Fund, including, among other things, organizational and offering costs, professional fees, and fees and expensesof the Administrator, Transfer Agent and Custodian, with the exception of (i) the Management Fee, (ii) the Incentive Fee,(iii) distribution and shareholder servicing fees, (iv) portfolio level expenses, (v) brokerage costs or other investmentrelated out-of-pocket expenses, including costs incurred with respect to unconsummated investments, (vi) dividend/interest payments (including any dividend payments, interest expenses, commitment fees, or other expenses related to
any leverage incurred by the Fund), (vii) taxes, and (viii) extraordinary expenses (such as litigation and other expenses notincurred in the ordinary course of the Fund’s business).
The amount of expenses reimbursed and available to be recouped before expiration on October 31, 2026 is $14,260,000.
For the six months ended June 30, 2024, the Adviser recouped previously waived eligible expenses of $2,833,000
and $1,195,000 related to organizational costs and income taxes, respectively.

2024 Semi-Annual Report

31

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Notes to Consolidated Financial Statements (Unaudited) (continued)
June 30, 2024​​ INVESTMENT ADVISORY & ADMINISTRATIVE AGREEMENTS AND TRANSACTIONS WITH RELATED PARTIES
7.
(continued)
The Adviser has entered into an investment 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 Advisers Act.
The Sub-Adviser is an indirect wholly-owned subsidiary of BAM ULC. In addition to the Fund, the Sub-Adviser’s clients
include financial institutions, public and private pension plans, 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. PSG also serves as the Fund’s
administrator (the “Administrator”) and accounting agent pursuant to an administration agreement. The Administrator will
provide, or oversee the performance of, administrative and compliance services, including, but not limited to, maintaining
financial records, overseeing the calculation of NAV, compliance monitoring (including diligence and oversight of our otherservice providers), preparing reports to stockholders and reports filed with the SEC, preparing materials and coordinating
meetings of the Board, managing the payment of expenses and the performance of administrative and professional services
rendered by others and providing office space, equipment and office services. For its services under the administrationagreement, PSG receives an annual fee from the Fund equal to 0.03% of the Fund's net asset value.
J.P. Morgan Chase Bank, N.A. (in such capacity, the “Sub-Administrator”) will provide certain administrative and fundaccounting 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 not otherwise provided by the Administrator, which include, but are notlimited to: assisting in securities valuation; performing portfolio accounting services; and assisting in the preparation offinancial reports.
The Fund is responsible for any fees due to the Sub-Administrator.
Certain officers and/or directors of the Fund are officers and/or employees of the Administrator or the Adviser.
​​8. PURCHASES AND SALES OF INVESTMENTS
During the six months ended June 30, 2024, purchases and sales of investments excluding short-term securities were$446,473,000 and $162,088,000, respectively. During this period, there were no purchases and sales of long-term U.S.
Government securities. A change in the securities held by the Fund is known as “portfolio turnover.” Portfolio turnover iscalculated by dividing the lesser of the Fund's sales or purchases of portfolio securities by the average net asset value ofthe Fund during the period. A high portfolio turnover rate results in correspondingly higher transaction costs than a lower
rate. A higher turnover rate may also result in taxable gains being passed to shareholders sooner than would otherwise
be the case. During the six months ended June 30, 2024, the portfolio turnover rate was 7.74% and comprised entirely ofturnover within our public securities portfolio.
​​9. BORROWINGS
Credit facility: The Predecessor Fund established a line of credit with Mizuho Bank, Ltd. on April 19, 2023. This facility
was transferred to the Fund as part of the Reorganization that occurred on October 31, 2023. The Fund pays interest in
the amount of SOFR plus 2.65% on the amount borrowed; 0.30% on the amount unused if the aggregate outstanding
amount of the loan is less than 50% of the commitment and 0.25% on the amount unused if otherwise. The Fund incurredcommitment fees of $197,000 during the six months ended June 30, 2024.
During the six months ended June 30, 2024, the Fund borrowed an additional $4,000,000 and subsequently repaid thetotal outstanding amount on the facility of $101,902,000, including accrued interest of $789,000. During the period, theFund utilized the credit facility for 13 days and had an average daily loan balance of $26,593,000 at a weighted averageborrowing cost of 8.11%.

32

BrookfieldBROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Notes to Consolidated Financial Statements (Unaudited) (continued)
June 30, 2024​​9. BORROWINGS (continued)
During the six months ended June 30, 2024,the Fund amortized $314,000 in deferred financing costs which is included ininterest expense and other financing costs on the Consolidated Statement of Operations. As of June 30, 2024, the Fund
had $504,000 in unamortized deferred financing costs reported on Consolidated Statement of Assets and Liabilities. The
remaining portion is being amortized over the life of the agreement which matures on April 18, 2025.
In addition, as of June 30, 2024, $72,696,000 of the credit facility was committed for letters of credit in conjunction with
our investments in Canadian Wind Portfolio (Ontario Wind), U.S. Hydro (Smoky Mountain), North American Residential
Infrastructure (Enercare) and U.S. Semiconductor Foundry (Intel Partnership).
Reverse Repurchase Agreements: In a reverse repurchase agreement, the Fund delivers a security to a financial institution,
the counterparty, in exchange for cash with a simultaneous agreement to repurchase the same or substantially the same
security at an agreed upon price and date. The Fund is entitled to receive principal and interest payments, if any, madeon the security delivered to the counterparty during the term of the agreement. Cash received in exchange for securities
delivered plus accrued interest payments to be made by the Fund to counterparties are reflected as a liability on theConsolidated Statement of Assets and Liabilities. Interest payments made by the Fund to counterparties are recorded as
a component of interest expense on the Consolidated Statement of Operations. The Fund will segregate assets delivered
as collateral under reverse repurchase agreements.
Reverse repurchase agreements involve the risk that the market value of the securities retained in lieu of sale by theFund may decline below the price of the securities the Fund has sold but is obligated to repurchase. In the event thebuyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, such buyer or its
trustee or receiver may receive an extension of time to determine whether to enforce the Fund’s obligation to repurchasethe securities, and the Fund’s use of the proceeds of the reverse repurchase agreement may effectively be restrictedpending such decision. Also, the Fund would bear the risk of loss to the extent that the proceeds of the reverse repurchaseagreement are less than the value of the securities subject to such agreements.
During the six months ended June 30, 2024, the Fund settled all outstanding reverse repurchase positions totaling$84,537,000. During the period, the Fund utilized reverse repurchase agreements for 77 days and had an average dailybalance of positions outstanding of $62,481,000 at a weighted average interest rate of 6.39%. Interest expense amounted
to $840,000.
Related party: On December 8, 2023, the Fund established a $300 million loan facility with BII BIG Holdings L.P., an
indirect wholly-owned subsidiary of BAM ULC. Each loan advanced under the facility incurs interest at a rate of 8% perannum and is repayable no later than two years following the date of advance. During the six months ended June 30, 2024,
the Fund converted $25,000,000 of the $174,000,000 brought forward balance to equity and repaid the residual balancein cash, including interest of $1,324,000. As of June 30, 2024, the Fund did not have a balance outstanding on the facility.
​​10. FEDERAL INCOME TAX INFORMATIONThe Fund intends to continue to meet the requirements of the Internal Revenue Code of 1986, as amended, applicable
to regulated investment companies and to distribute substantially all of its investment company taxable income and net
capital gain, if any, for the taxable year to its shareholders. Therefore, no associated federal income or excise tax provision
is required. The Fund may incur an excise tax to the extent it has not distributed all of its taxable income on a calendar
year basis. Income taxes recognized relate to the amount of taxes payable by the Fund’s corporate subsidiaries and thedeferred tax assets and liabilities of such subsidiaries.
GAAP provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in thefinancial statements. An evaluation of tax positions taken in the course of preparing the Fund’s tax returns to determine
whether the tax positions are “more-likely-than-not” of being sustained by the taxing authority is required. Tax benefits of2024 Semi-Annual Report

33

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Notes to Consolidated Financial Statements (Unaudited) (continued)
June 30, 2024​​10. FEDERAL INCOME TAX INFORMATION (continued)
positions not deemed to meet the more-likely-than-not threshold would be booked as a tax expense in the current year
and recognized as: a liability for unrecognized tax benefits; a reduction of an income tax refund receivable; a reduction ofa deferred tax asset; an increase in a deferred tax liability; or a combination thereof.
The Fund has reviewed all taxable years that are open for examination (i.e., not barred by the applicable statute oflimitations) by taxing authorities of all major jurisdictions, including the Internal Revenue Service. As of June 30, 2024, theopen taxable year consisted of the period from November 1, 2023 (commencement of operations), to December 31, 2023.
No examination of the Fund’s tax returns is currently in progress.
Income and capital gain distributions are determined in accordance with federal income tax regulations, which may differ
from GAAP.
The Fund’s income tax provision consists of the following:
For the Six
Months Ended
June 30, 2024

US$ THOUSANDS
Current tax expense:
Federal...................................................................................
State.....................................................................................
Foreign...................................................................................
Total current tax expense........................................................................

$$

Deferred tax expense
Federal...................................................................................
State.....................................................................................
Foreign...................................................................................
Total deferred tax expense.......................................................................

$

Total estimated provisions for income taxes..........................................................

301
57
986
1,344

$

826
164
3,168
4,158

$

5,502

Federal Income Tax Basis: The federal income tax basis of the Fund’s investments at June 30, 2024 was as follows:
Cost of investments

Gross Unrealized gain

Gross Unrealized loss

Net Unrealized gain

$

$

$

US$ THOUSANDS$

2,230,214

141,553(49,481)

92,072At December 31, 2023, the Fund's most recently completed tax year-end, the tax character of distributions paid were as
follows:
US$ THOUSANDS

Period Ended
December 31, 2023

Ordinary income............................................................................. $Return of capital.............................................................................
Total........................................................................................ $

9,371
2,817
12,188The Fund deferred, on a tax basis, late year ordinary losses of $28,354,000 and post-October capital losses of $22,000.
The Fund had no capital loss carryforwards as at December 31, 2023.
Capital Account Reclassifications: Because federal income tax regulations differ in certain respects from GAAP, income
and capital gain distributions, if any, determined in accordance with tax regulations may differ in amount, timing, andcharacter from net investment income and realized gains recognized for financial reporting purposes. These differences are

34

BrookfieldBROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Notes to Consolidated Financial Statements (Unaudited) (continued)
June 30, 2024​​10. FEDERAL INCOME TAX INFORMATION (continued)
primarily due to differing treatments for Section 988 currency, partnership income/expense and nondeductible expenses.
Permanent book and tax differences, if any, will result in reclassifications among the components of the Fund's net assets.
These reclassifications have no effect on net assets or NAV per share. Any undistributed net income and realized gain
remaining at fiscal year end is distributed in the following year.
​​11. INVESTMENTS IN AFFILIATED ISSUERS
The table below reflects transactions during the period with entities that are affiliates as of June 30, 2024.
Purchases,
net of returnsof capitalaaAustralian Utility (AusNet Services)$
Canadian Midstream (Inter Pipeline)
Canadian Wind Portfolio (Ontario Wind)
Colombian Renewable Power (Isagen)European Telecom Towers (GD Towers)
Global Container Network (Triton International)
North American Residential Infrastructure (Enercare)
North American Residential Infrastructure (Homeserve)
Nuclear Services (Westinghouse)
Terraform Renewable Power (TERP)
U.K. Renewables (OnPath)
U.K. Utility (SGN)U.S. Hydro (Smoky Mountain)
U.S. Semiconductor Foundry (Intel Partnership)
U.S. Utility (FirstEnergy Transmission)
BII BID Aggregator A L.P.
BII BID Aggregator B L.P.

99,067
173,858
113,599
100,977
95,644
93,811
124,458
96,484
117,836
197,610
18,68053,945
141,351—
56,974
114,729
92,721

$

—
—
—
—
1,275
—
4,770
(4,508)
—
—
(541)
—
—
—
—
46,307(7,810)

$

—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—

$

2,602
2,345
1,621
550
677
3,153
3,616
7,778
18,157
(298)
1,168
2,167
603
—
1,245
2,594
765

$ 101,669
176,203115,220
101,527
97,596
96,964
132,844
99,754
135,993
197,312
19,307
56,112
141,954—
58,219163,630
85,676

$

47
—
363
3,178
1,592
4,241
350
—
—
6,216
—
53
6,849
—
37
4,105
3,556

$ 1,691,744$

39,493$—$48,743$ 1,779,980$

30,587

Sales

Unrealized
Gain (Loss)

Dividend andDistributions
Income1

Opening
Value

End Value

US$ THOUSANDS

1Dividend and distributions income is shown gross of foreign withholding taxes.

​​12. INDEMNIFICATIONS, COMMITMENTS AND CONTINGENCIES
Under the Fund’s organizational documents, its officers and directors are indemnified against certain liabilities arising outof the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts
with its vendors and others that provide for indemnification. The Fund’s maximum exposure under these arrangements is
unknown, since this would involve the resolution of certain claims, as well as future claims that may be made, against theFund. Thus, an estimate of the financial impact, if any, of these arrangements cannot be made at this time. However, basedon experience, the Fund expects the risk of loss due to these warranties and indemnities to be unlikely.
​​13. SUBSEQUENT EVENTSGAAP requires recognition in the financial statements of the effects of all subsequent events that provide additional evidence
about conditions that existed at the date of the Statement of Assets and Liabilities. For non-recognized subsequent events
that must be disclosed to keep the financial statements from being misleading, the Fund is required to disclose the natureof the event as well as an estimate of its financial effect, or a statement that such an estimate cannot be made.
Management has evaluated subsequent events in the preparation of the Fund’s financial statements and has determinedthat there are no additional events that require recognition or disclosure in the financial statements.

2024 Semi-Annual Report

35

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Proxy Results (Unaudited)
The shareholders of the Brookfield Infrastructure Income Fund Inc. voted on the following proposal at a special meetingof stockholders held on Thursday, June 20, 2024, at 8:15 a.m., Eastern Time. The description of the proposal and numberof shares voted are as follows:

1.
2.

36

To elect to the Fund’s Board of Directors Betty A. Whelchel, as an
Independent Director Nominee.................................
To elect to the Fund's Board of Directors Brian F. Hurley, as an
Interested Director Nominee...................................

Brookfield

SharesVoted for

SharesVoted Against

SharesVoted Abstain

153,085,873

816,467

341,201

153,085,873

816,467

341,201

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Dividend Reinvestment Plan (Unaudited)
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 to receive distributions in cash, they will receive them paidby 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.
Shares received under the Plan will be issued to stockholders at their NAV on the ex-dividend date; there is no sales orother charge for reinvestment. Stockholders are free to withdraw from the Plan and elect to receive cash at any time bygiving 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.
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 to include a service charge payable by
the participants. If the Plan is amended to include such service charges, the Plan Administrator will include a notification
to registered stockholders with the Plan Administrator.
Additional information about the Plan may be obtained from the Plan Administrator.

2024 Semi-Annual Report37

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Joint Notice of Privacy Policy (Unaudited)
Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P., on its own behalf and on behalf of thefunds managed by PSG and its affiliates, recognizes and appreciates the importance of respecting the privacy of ourclients and shareholders. Our relationships are based on integrity and trust and we maintain high standards to safeguard
your non-public personal information (“Personal Information”) at all times. This privacy policy (“Policy”) describes the types
of Personal Information we collect about you, the steps we take to safeguard that information and the circumstances inwhich it may be disclosed.
If you hold shares of a Fund through a ﬁnancial intermediary, such as a broker, investment adviser, bank or trust company,
the privacy policy of your ﬁnancial intermediary will also govern how your Personal Information will be shared with otherparties.
WHAT INFORMATION DO WE COLLECT?
We collect the following Personal Information about you:
• Information we receive from you in applications or other forms, correspondence or conversations, including but notlimited to name, address, phone number, social security number, assets, income and date of birth.
• Information about transactions with us, our affiliates, or others, including but not limited to account number, balanceand payment history, parties to transactions, cost basis information, and other ﬁnancial information.
• Information we may receive from our due diligence, such as your creditworthiness and your credit history.
WHAT IS OUR PRIVACY POLICY?
We may share your Personal Information with our affiliates in order to provide products or services to you or to support ourbusiness needs. We will not disclose your Personal Information to nonaffiliated third parties unless 1) we have received
proper consent from you; 2) we are legally permitted to do so; or 3) we reasonably believe, in good faith, that we are legallyrequired to do so. For example, we may disclose your Personal Information with the following in order to assist us withvarious aspects of conducting our business, to comply with laws or industry regulations, and/or to effect any transaction
on your behalf;• Unaffiliated service providers (e.g. transfer agents, securities broker-dealers, administrators, investment advisers orother ﬁrms that assist us in maintaining and supporting ﬁnancial products and services provided to you);• Government agencies, other regulatory bodies and law enforcement officials (e.g. for reporting suspicioustransactions);• Other organizations, with your consent or as directed by you; and• Other organizations, as permitted or required by law (e.g. for fraud protection)
When we share your Personal Information, the information is made available for limited purposes and under controlled
circumstances designed to protect your privacy. We require third parties to comply with our standards for security andconﬁdentiality.
HOW DO WE PROTECT CLIENT INFORMATION?
We restrict access to your Personal Information to those persons who require such information to assist us with providing
products or services to you. It is our practice to maintain and monitor physical, electronic, and procedural safeguards thatcomply with federal standards to guard client nonpublic personal information. We regularly train our employees on privacy
and information security and on their obligations to protect client information.
CONTACT INFORMATIONFor questions concerning our Privacy Policy, please contact our client services representative at 1-855-777-8001.

38

Brookfield

CORPORATE INFORMATION
Investment Adviser
Brookfield Asset Management Private Institutional
Capital Adviser (Canada), L.P
181 Bay Street, Suite 330
Toronto, ON M5J 2T3
www.brookﬁeld.com
Administrator
Brookﬁeld Public Securities Group LLC
Brookﬁeld Place
225 Liberty Street, 35th Floor
New York, New York 10281-1023
www.brookﬁeld.com
Please direct your inquiries to:Investor Relations
Phone: 1-855-777-8001
E-mail: info@brookfieldoaktree.com
Transfer Agent
Shareholder inquiries relating to distributions, addresschanges and shareholder account information should
be directed to the Fund’s transfer agent:
SS&C Global Investor & Distribution Solutions, Inc
430 W 7th Street, Suite 219204
Kansas City, Missouri 64105-1407
1-844-915-0238

Fund Accounting Agent and Custodian
J.P. Morgan Chase Bank, N.A.
1111 Polaris Parkway
Columbus, Ohio 43240
Sub-Advisor
Brookﬁeld Public Securities Group LLC
Brookﬁeld Place
225 Liberty Street, 35th Floor
New York, New York 10281-1023
www.brookﬁeld.com
Independent Registered Public Accounting Firm
Deloitte & Touche LLP
111 South Wacker Drive
Chicago, Illinois 60606
Legal Counsel
Paul Hastings LLP
200 Park Avenue
New York, New York 10166
Distributor
Quasar Distributors, LLC
111 East Kilbourn Avenue, Suite 2200
Milwaukee, Wisconsin 53202

Directors of the Fund
Edward A. Kuczmarski
William H. Wright II
Heather S. Goldman
Stuart A. McFarland
Brian.F.Hurley

Chair of Board of Directors
Chair of Audit Committee
Chair of Governance Committee
Director
Director (Interested)

Officers of the Fund
Chloe Berry
Brian F. Hurley
Casey P. Tushaus
Craig A. Ruckman
Adam R. Sachs
Mohamed S. Rasul

President
Secretary
Treasurer
Assistant Secretary
Chief Compliance Officer
Assistant Treasurer

The Fund ﬁles its complete schedule of portfolio holdings with the SEC for the ﬁrst and third quarters of each ﬁscal year on Form N-PORT.
The Fund’s Forms N-PORT are available on the SEC’s website at www.sec.gov.
You may obtain a description of the Fund’s proxy voting policies and procedures, information regarding how the Fund voted proxies relating
to portfolio securities during the most recent 12-month period ended June 30, without charge, upon request by calling 1-855-777-8001, or go
to the SEC’s website at www.sec.gov.

brookfieldoaktree.com
info@brookfieldoaktree.com
855-777-8001©2024 Brookfield Corporation