Brookfield Infrastructure
Income Fund Inc.
2023 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 over $900 billionof assets under management as of December 31, 2023.

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://publicsecurities.brookﬁeld.com/en), and you will be notiﬁed by
mail each time a report is posted and provided with a 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 publicsecurities.enquiries@brookﬁeld.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 publicsecurities.enquiries@brookﬁeld.com
to let the Fund 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
Management Discussion of Fund Performance .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 2
Consolidated Schedule of Investments .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 5
Consolidated Statement of Assets and Liabilities .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 11
Consolidated Statement of Operations .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 12
Consolidated Statements of Changes in Net Assets .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 13
Consolidated Statement of Cash Flows .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 14
Consolidated Financial Highlights .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 15
Notes to Consolidated Financial Statements . .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 17
Report of Independent Registered Public Accounting Firm . .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 34
Tax Information .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 35
Board Considerations Relating to the Approval of the Investment Advisory and Sub-Advisory Agreements .  .  .  .  . 36
Information Concerning Directors and Officers .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 40
Dividend Reinvestment Plan .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 44
Joint Notice of Privacy Policy .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 45

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 our Annual Report for Brookfield Infrastructure Income Fund Inc. (“the Fund” or “BII”) for theperiod from November 1, 2023 through December 31, 2023 (“the Period”).
BII launched on November 1, 2023, as a regulated investment company, structured as a “tender offer fund.” At the time oflaunch, a predecessor fund based in Luxembourg, Brookfield Infrastructure Income Fund SCSp (the “Predecessor Fund”),
was reorganized into the Fund and as a result, the Fund adopted all of the assets and liabilities of the Predecessor Fund,
including its portfolio of private infrastructure investments.
Although a relatively new fund, BII ended the year with a portfolio of 21 assets which we believe offers investors a diversified
portfolio of investments that is designed to perform well through all parts of a market cycle. The Fund has, and will continue
to, focus on investments with the following characteristics:
1.

Provides an Essential Service: Our investments are critical for the functioning of the economy and society andmay increase in value during both periods of economic expansion and contraction.

2.

Contracted or Regulated Revenues: The majority of our assets have long-term contracted or regulated revenue
agreements with investment-grade corporations or governments. Further, many of the assets are not exposed tovolumes as the revenue agreements are “take-or-pay” or “availability-based,” meaning our customers pay a fixed
payment to Brookfield as long as the asset is open and operational, regardless of whether customers actually use
the assets.

3.

Cash Flows Linked to Inflation: Our in-place contracts and regulatory agreements often include CPI-based priceadjustments or expense pass-through mechanisms. As a result, our assets can maintain, and potentially increase,revenues and margins during times of high inflation.

In addition to performance information and an additional discussion on factors impacting the Fund, this report provides theFund’s audited financial statements and schedule of investments as of December 31, 2023.
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 BerryDavid W. Levi, CFA

President
Brookﬁeld Infrastructure Income Fund Inc.

Chief Executive Officer
Brookfield Oaktree Wealth Solutions

These views represent the opinions of Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P.
and are not intend to predict or depict the performance of any investment. These views are primarily as of the close ofbusiness on December 31, 2023, 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.

2023 Annual Report

1

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
MANAGEMENT DISCUSSION OF FUND PERFORMANCEThe Fund began operations on November 1, 2023, with a diversified portfolio of 19 private infrastructure equity and debt
investments, spanning across sectors and geographies. Post launch, the Fund made three additional investments during
the two-month period ended December 31, 2023. Two of these investments were in the renewable power & transition
sector, and one was a follow-on investment in the Fund’s Australian utility business.
The Fund’s Class I shares returned 1.48% (net, not annualized) from inception through the period ended December
31, 2023. The Fund’s positive return was supported by the continued success of certain value-add initiatives within theportfolio’s investments, as well as the addition of several investments that were immediately additive to the Fund’s NAV.
Below is an overview of the Fund’s portfolio as of the end of the December 31, 2023.
Asset
Allocation

SectorGeography

Terraform Renewable Power (TERP)

EquityRenewable Power &Transition

GlobalCanadian Midstream (Inter Pipeline)

EquityMidstream

North America

Large-scale, global portfolio of wind and solar assets underlong-term contracts
Strategic pipeline network connected to key supply anddemand areas in North America, as well as a first-of-its kindpetrochemical complex

U.S. Hydro (Smoky Mountain)

EquityRenewable Power &Transition

North America

Advantageously located hydroelectric assets that provide
reliable renewable power

North American Residential Infrastructure(Enercare)

EquityUtilities

North America

Leading provider of critical infrastructure in the home acrossNorth America

Nuclear Services (Westinghouse)

EquityRenewable Power &Transition

North America

Leading provider of critical technologies, products andservices to the nuclear power industry

Canadian Wind Portfolio (Ontario Wind)

EquityRenewable Power &Transition

North America

Fully contracted wind portfolio that supplies power to Ontario,
Canada's electrical system

North American Residential Infrastructure(Homeserve)

EquityUtilities

North America

Leading provider of home services with nearly 5 million
customers

Colombian Renewable Power (Isagen)EquityRenewable Power &Transition

Latin America

Portfolio of hydroelectric assets that supply ~20% ofColombia’s electricity

European Telecom Towers (GD Towers)

EquityData

EuropeTelecommunication tower portfolio that provides nationwide
coverage in Germany and Austria

Global Container Network (Triton International)

EquityTransport

North America

One of the world’s largest owners & lessors of shipping
containers (Owning 1 in 6 globally)

Australian Utility (AusNet Services)

EquityUtilities

Asia Pacific

U.S. Utility (FirstEnergy Transmission)

EquityUtilities

North America

Portfolio of electric and gas utility networks in Victoria,
Australia that supply power to 6.6 million people
Portfolio of regulated electricity transmission utilities in the
U.S. that will be critical to connecting renewable power toconsumers

U.K. Utility (SGN)

EquityUtilities

EuropePortfolio of regulated gas distribution networks in the UK that
services 6 million households

European LNG Vessels (Knutsen LNG)

EquityTransport

EuropePreferred equity investment to finance the construction of four
LNG vessels

U.K. Wind & Solar (OnPath)

EquityRenewable Power &Transition

EuropeDeveloper, owner, and operator of wind and solar farms in
England and Scotland

U.S. Semiconductor Foundry (Intel Partnership)

EquityData

North America

Partnership to construct a U.S. semiconductor fabrication
facility

Transport Loans

Debt

Transport

Various

Loans to transportation infrastructure businesses

Data Loans

Debt

Data

Various

Loans to digital infrastructure businesses

Debt

Renewable Power &Transition

Various

Loans to renewable power & transition businesses

Investment

Renewable Power & Transition Loans

2

Brookfield

Overview

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
OUTLOOK
The capital required to modernize the world’s infrastructure is immense, and we are particularly excited about theopportunities around deglobalization, decarbonization and digitalization. Higher interest rates and tightening bank lending
standards have led to a scarcity of capital and sidelined many major investors without available capital. However, thishas created conditions for well-capitalized investors, like Brookfield and BII, to acquire infrastructure assets at attractive
valuations. Further, BII is also well-positioned to provide debt capital to other infrastructure companies, and we expect theFund’s allocation to private infrastructure debt to increase in 2024.
INCEPTION TO DATE TOTAL RETURNS*
As of December 31, 2023
Since Inception†
Class I Shares (inception date: November 1, 2023)..........................................................
1.48%
Class S (Excluding Sales Charge) (inception date: December 1, 2023)..........................................
0.70%-2.80%Class S (Including Sales Charge) (inception date: December 1, 2023)..........................................
*†All returns shown in USD.
Returns for less than one year are not annualized.

The graph below illustrates a hypothetical investment of $10,000 in the Fund—based on price from the commencementof investment operations on November 1, 2023 to December 31, 2023, compared to the FTSE Global Core Infrastructure
50/50 Index.
$14,000$12,000$10,000$8,000$6,00010/31/23$10,148 Class – I

11/30/23$11,281 FTSE GCI 50/50

12/31/23

The table and graph above do not reﬂect the deduction of taxes that a shareholder would pay on fund distributions or theredemption of fund shares.

2023 Annual Report3

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
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 Schedule of Investments contained in this report for a full listing of the Fund’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.
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 December 31, 2023 and subject to change based on subsequent developments.

4

BrookfieldBROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Consolidated Schedule of Investments
December 31, 2023
DATE
ACQUIREDFOOTNOTE

LOCATIONOWNERSHIP

2,3,4,5
2,4,5,6
2,4,5,6
2,4,5,6
2,4,5,6
2,3,4,5

North America
Latin America
North America
GlobalEuropeNorth America

23%
1%
3%
7%
3%
28%

FAIR
VALUE

COST1

PRIVATE INVESTMENTS - 108.3%
PRIVATE EQUITY INVESTMENTS - 95.3%
Renewable Power & Transition 43.2%
Canadian Wind Portfolio (Ontario Wind)
Colombian Renewable Power (Isagen)Nuclear Services (Westinghouse)
Terraform Renewable Power (TERP)
U.K. Wind & Solar Portfolio (OnPath)
U.S. Hydro (Smoky Mountain)

November 2022
December 2022
November 2023
November 2022
December 2023
March 2023

Total Renewable Power & Transition
Utilities 27.0%
Australian Utility (AusNet Services)
North American Residential Infrastructure (Enercare)
North American Residential Infrastructure (Homeserve)
U.K. Utility (SGN)U.S. Utility (FirstEnergy Transmission)

November 2022
November 2022
January 2023
November 2022
November 2022

2,3,4,5
2,3,4,5
2,4,5,6
2,3,4,5
2,4,5,6Asia PacificNorth America
North America
EuropeNorth America

1%
3%
3%
1%
1%

Total Utilities
Midstream 10.9%
Canadian Midstream (Inter Pipeline)

November 2022

2,3,4,5

North America

3%

Total Midstream
Transport 8.2%
European LNG Vessels (Knutsen LNG)
Global Container Network (Triton International)

March 2023
April 2023

2,4,5,6
2,4,5,6EuropeNorth America

31%
2%Total Transport
Data 6.0%
European Telecom Towers (GD Towers)
U.S. Semiconductor Foundry (Intel Partnership)

February 2023
January 2023

2,4,5,6
2,3,4,5EuropeNorth America

1%1%Total Data
Total PRIVATE EQUITY INVESTMENTS
PRIVATE DEBT INVESTMENTS - 13.0%
BII BID Aggregator A L.P.
BII BID Aggregator B L.P.

December 2023
December 2023

2,4,5,7
2,4,5,7

North America
North America

Total PRIVATE DEBT INVESTMENTS
Total PRIVATE INVESTMENTS

12%
15%

$

107,792,812 $
102,221,233
115,000,000
195,081,059
18,506,334
142,417,324

113,599,103
100,976,332
117,835,993
197,610,275
18,679,996
141,351,434

681,018,762

690,053,133

92,214,111
111,558,936
94,949,535
51,268,087
56,033,140

99,067,180
124,458,070
96,484,198
53,945,067
56,974,335

406,023,809

430,928,850

164,782,277

173,857,590

164,782,277

173,857,590

37,420,208
91,275,740

37,245,008
93,810,489

128,695,948

131,055,497

90,091,508–

95,643,837–

90,091,508

95,643,837

1,470,612,304

1,521,538,907

112,978,515
89,534,448

114,729,450
92,720,852

202,512,963

207,450,302

1,673,125,267

1,728,989,209

PRINCIPALAMOUNTFAIR
VALUE

FOOTNOTE

LOCATION

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

8North America

560,000

546,828

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

9North America

14,571,000

14,293,525

PUBLIC SECURITIES 21.9%
Corporate Bonds 18.8%
Infrastructure Services

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

North America

555,000

533,007

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

North America

1,400,000

1,391,178

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

North America

1,145,000

1,096,921

Waste Management, Inc., 3.50%, 05/15/2024
Total Infrastructure Services

North America

150,000
18,381,000

148,747
18,010,206

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

8North America

580,000

572,069

Charter Communications Operating LLC, 4.91%, 07/23/2025

9North America

2,220,000

2,199,283

Comcast Corp., 2.35%, 01/15/2027
Total Media

9

North America

2,555,000
5,355,000

2,399,815
5,171,167

8

North America

560,000

555,716

Oil Gas Transportation & Distribution
Antero Midstream Partners LP, 5.75%, 03/01/2027

See Notes to Consolidated Financial Statements.
2023 Annual Report

5

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Consolidated Schedule of Investments (continued)
December 31, 2023
FOOTNOTE

LOCATION

9North America

PRINCIPALAMOUNT

FAIR
VALUE

PUBLIC SECURITIES 21.9% (continued)
Corporate Bonds 18.8% (continued)
Oil Gas Transportation & Distribution (continued)
Boardwalk Pipelines LP, 4.45%, 07/15/2027
Buckeye Partners LP, 4.13%, 12/01/2027$

2,210,000 $

2,168,316

North America

360,000

342,000

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

9North America

1,610,000

1,618,930

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

9North America

1,390,000

1,355,199

North America

1,080,000

1,106,262

North America

600,000

552,027

North America

6,498,000

6,431,764

North America

1,170,000

1,170,257

North America

805,000

805,232

North America

575,000

557,268

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

8

Enbridge, Inc., 3.50%, 06/10/2024
Enbridge, Inc., 5.97%, 03/08/2026
Enbridge, Inc., (SOFR Index + 0.63%), 6.05%, 02/16/2024

10

Energy Transfer LP, 2.90%, 05/15/2025
Energy Transfer LP, 3.90%, 05/15/2024

9North America

5,000,000

4,961,857

Energy Transfer LP, 5.63%, 05/01/2027

8North America

840,000

837,132

Energy Transfer LP, 5.88%, 01/15/2024

9North America

880,000

879,798

North America

1,155,000

1,130,236

EnLink Midstream LLC, 5.38%, 06/01/2029
Enterprise Products Operating LLC, 3.70%, 02/15/2026

North America

1,120,000

1,103,308

Enterprise Products Operating LLC, 3.90%, 02/15/2024

9North America

955,000

952,813

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

8North America

540,000

555,481

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

8North America

310,000

304,278

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

8North America

840,000

844,810

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

8North America

520,000

501,703

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

9North America

1,655,000

1,634,302

Magellan Midstream Partners LP, 3.20%, 03/15/2025

9North America

1,175,000

1,142,097

MPLX LP, 4.00%, 02/15/2025

9North America

1,610,000

1,585,398

North America

15,859,000

15,767,765

MPLX LP, 4.88%, 12/01/2024
NuStar Logistics LP, 6.00%, 06/01/2026

North America

550,000

549,032

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

9North America

1,570,000

1,538,720

Parkland Corp., 5.88%, 07/15/2027

8North America

560,000

557,739

Plains All American Pipeline LP, 4.65%, 10/15/2025

9North America

2,145,000

2,121,357

Rockies Express Pipeline LLC, 3.60%, 05/15/2025

8North America

565,000

546,759

North America

1,050,000

1,052,127

Sabine Pass Liquefaction LLC, 5.63%, 03/01/2025
Sabine Pass Liquefaction LLC, 5.75%, 05/15/2024

9North America

2,960,000

2,958,279

Targa Resources Partners LP, 6.88%, 01/15/2029

9North America

3,155,000

3,258,200

North America

2,145,000

2,139,687

North America

610,000

553,882

North America

1,120,000

1,093,465

9

North America

5,624,000
71,371,000

5,592,812
70,826,008

9North America

1,165,000

1,153,996

North America

15,000,000

14,834,647

TransCanada PipeLines Ltd., 4.88%, 01/15/2026
Venture Global Calcasieu Pass LLC, 3.88%, 08/15/2029

8

Western Midstream Operating LP, 4.75%, 08/15/2028
Williams Cos., Inc. (The), 4.55%, 06/24/2024
Total Oil Gas Transportation & Distribution
Telecommunication Services
American Tower Corp., 3.38%, 05/15/2024
AT&T, Inc., 0.90%, 03/25/2024
AT&T, Inc., 1.70%, 03/25/2026

9Bell Telephone Co. of Canada or Bell Canada, 0.75%, 03/17/2024
Cogent Communications Group, Inc., 3.50%, 05/01/2026

8

Crown Castle, Inc., 3.20%, 09/01/2024
Crown Castle, Inc., 4.45%, 02/15/2026

1,975,000

1,848,538

North America

12,115,000

11,990,895

North America

450,000

430,814

North America

4,855,000

4,775,758

North America

1,500,000

1,477,870

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

North America

1,135,000

1,094,786

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

North America

4,056,000

3,950,322

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

North America

1,215,000

1,160,408

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

North America

575,000

552,341

Sprint LLC, 7.13%, 06/15/2024

North America

10,000,000

10,043,240

T-Mobile USA, Inc., 3.50%, 04/15/2025
Verizon Communications, Inc., 0.75%, 03/22/2024

See Notes to Consolidated Financial Statements.
6

Brookfield

9

North America

9North America

3,625,000

3,548,957

North America

10,550,000

10,436,467

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Consolidated Schedule of Investments (continued)
December 31, 2023
FOOTNOTE

LOCATION

9North America

PRINCIPALAMOUNT

FAIR
VALUE

PUBLIC SECURITIES 21.9% (continued)
Corporate Bonds 18.8% (continued)
Telecommunication Services (continued)
Verizon Communications, Inc., 2.63%, 08/15/2026
Total Telecommunication Services$

2,465,000 $
70,681,000

2,348,717
69,647,756

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

North America

765,000

736,822

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

North America

1,335,000

1,302,781

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

9North America

1,675,000

1,593,609

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

9

North America

2,130,000
5,905,000

2,143,969
5,777,181

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

8,9North America

1,929,000

1,874,121

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

8,9North America

1,690,000

1,627,671

Ameren Corp., 1.75%, 03/15/2028

9North America

1,350,000

1,193,584

Ameren Corp., 2.50%, 09/15/2024

9North America

15,158,000

14,819,797

Utility

American Electric Power Co., Inc., 2.03%, 03/15/2024

North America

3,225,000

3,198,508

American Water Capital Corp., 3.85%, 03/01/2024

North America

15,935,000

15,880,371

Black Hills Corp., 5.95%, 03/15/2028

North America

1,080,000

1,119,703

CenterPoint Energy Resources Corp., 5.25%, 03/01/2028

North America

1,410,000

1,446,995

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

8North America

595,000

572,937

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

9North America

5,606,000

5,596,895

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

North America

1,125,000

1,072,265

CMS Energy Corp., 3.88%, 03/01/2024

North America

5,425,000

5,406,769

North America

1,670,000

1,631,851

North America

1,120,000

1,088,014

North America

1,165,000

1,145,667

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

North America

1,145,000

1,079,065

DTE Energy Co., 4.22%, 11/01/2024

North America

6,212,000

6,139,340

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

North America

1,150,000

1,091,932

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

9Constellation Energy Generation LLC, 3.25%, 06/01/2025
Dominion Energy, Inc., 3.07%, 08/15/2024

9Duke Energy Corp., 3.75%, 04/15/2024

9North America

5,088,000

5,060,077

Edison International, 3.55%, 11/15/2024

9North America

10,260,000

10,071,256

Edison International, 4.95%, 04/15/2025

North America

1,060,000

1,052,733

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

9North America

1,730,000

1,608,430

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

9North America

3,418,000

3,340,221

Eversource Energy, 2.90%, 10/01/2024

9North America

11,178,000

10,949,185

Eversource Energy, 4.20%, 06/27/2024

North America

760,000

754,190

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

North America

1,120,000

1,084,685

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

North America

850,000

817,670

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

North America

1,675,000

1,587,429
3,397,644

Jersey Central Power & Light Co., 4.70%, 04/01/2024

North America

3,410,000

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

North America

765,000

757,504

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

North America

1,125,000

1,083,995

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

North America

545,000

546,091

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

North America

1,125,000

1,079,190

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

8North America

1,720,000

1,637,424

Public Service Enterprise Group, Inc., 2.88%, 06/15/2024

9North America

3,447,000

3,402,690

Sempra, 3.30%, 04/01/2025

North America

1,130,000

1,102,638

Sempra Global, 3.25%, 01/15/2032

8

North America

955,000

786,003

Southern Co. (The), 4.48%, 08/01/2024

9North America

11,576,000

11,479,455

North America

1,080,000
131,007,000

1,053,682
128,637,677

North America

180,000

171,912

Xcel Energy, Inc., 3.30%, 06/01/2025
Total Utility
Wireless Telecommunication Services
Rogers Communications, Inc., 3.20%, 03/15/2027

See Notes to Consolidated Financial Statements.
2023 Annual Report

7

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Consolidated Schedule of Investments (continued)
December 31, 2023
FOOTNOTE

PRINCIPALAMOUNT

LOCATION

FAIR
VALUE

PUBLIC SECURITIES 21.9% (continued)
Corporate Bonds 18.8% (continued)
Media
UPC Broadband Finco BV, 4.88%, 07/15/2031

8Europe88$510,000 $448,856

Europe475,000

458,871

Europe545,000

Telecommunication Services
Virgin Media Secured Finance plc, 5.50%, 05/15/2029
Utility
Atlantica Sustainable Infrastructure plc, 4.13%, 06/15/2028

510,770

Total Corporate Bonds (Cost $297,692,289)

299,660,404

Short-Term Investments 3.1%
Fidelity Institutional Money Market Treasury Portfolio, Institutional Class,
5.27%

11

Invesco Government & Agency Portfolio, Institutional Class, 5.28%

11

SHARES

VALUE

North America

24,357,732

24,357,732

North America

24,357,733

24,357,733

Total Short-Term Investments (Cost $48,715,465)

48,715,465

Total PUBLIC SECURITIES 21.9%
Total Investments (Cost $2,019,533,021) 130.2%

348,375,869
2,077,365,078

Liabilities in Excess of Other Assets (30.2)%
TOTAL NET ASSETS 100.0%(480,609,145)$

1,596,755,933

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

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 December 31, 2023, the total value of all such securities was $1,728,989,209 or 108.3% of net assets.
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.
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 $139 million of which $111 million was funded as of December 31, 2023. The coupons for theseloans are fixed and, as of December 31, 2023, range from 8% to 9%. The maturities range from April 2027 to September 2028.

Aggregator B:
Aggregator B has made loan commitments of $93 million, all of which were fully funded as of December 31, 2023. The coupons for these loans
are comprised of fixed and variable rates and, as of December 31, 2023, 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 December 31, 2023, the total value of such security was $17,036,111 or 1.1% of net assets.
9 Portion or entire principal amount delivered as collateral for reverse repurchase agreements. As of December 31, 2023, the total value of thecollateral was $96,521,772.
10 Variable rate security – Interest rate is based on reference rate and spread or based on the underlying assets. Interest rate may also be subject toa cap or floor.
11 The rate shown represents the seven-day yield as of December 31, 2023.

See Notes to Consolidated Financial Statements.
8

BrookfieldBROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Consolidated Schedule of Investments (continued)
December 31, 2023

Interest Rate Swap Contracts
At December 31, 2023, the Fund had the following interest rate swap contracts outstanding:
Notional
AmountPayment Counter- Maturity(LocalFrequency party
Date
Currency)

Description

Currency

Upfront Unrealized
Payments Gain/(Loss)(Receipts)
(USD)

Value
aa

aa

aa

aa

OTC Interest Swap Contracts
Receive 4.921% Pay 1-day SONIA
Receive 4.236% Pay 3-month BBSY

AnnualAnnualMacquarie
Macquarie

4/17/26
4/17/26

34,000,000
17,316,472

AUD
GBP

$ 1,798,661 $
2,584,217 		

Total Interest Rate Swap Contracts.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,382,878 $——$

146,506
482,141— $628,647

Foreign currency forward contracts
At December 31, 2023, the Fund had the following forward exchange contracts outstanding:Counterparty
Macquarie Group
Mizuho Financial Group
Mizuho Financial Group

Value /
Unrealized
Appreciation(Depreciation)$
247,194267
22,228

Total unrealized appreciation.....................................................................

269,689

Settlement Date
1/7/2025
2/28/2025
6/6/2025

1/22/2024
1/22/2024
4/4/2024
4/22/2024
4/22/2024
5/17/2024
7/22/2024
7/22/2024
10/3/2024
10/4/2024
10/8/2024
10/22/2024
10/22/2024
1/7/2025
1/7/2025
1/7/2025
1/7/2025
1/22/2025
1/22/2025
2/28/2025
4/3/2025
4/24/2025
4/24/2025

Currency to be received
31,264,000,000
COP
1,582,020
EUR
2,282,600
USD

634,267
655,522
100,512,052
596,526
614,974
6,397,000
421,868
614,873
124,187,304
42,182,079
63,445,792
427,036
621,375
43,29725,195,955
24,655,323
24,662,872
427,302621,069
28,977,000
126,684,626
418,013607,068

USD
USD
USD
USD
USD
USD
USD
USD
USD
USD
USD
USD
USD
USD
USD
USD
USD
USD
USD
USD
USD
USD
USD

Currency to be delivered
7,289,345
USD
1,778,665
USD
2,000,000
EUR

994,460
538,019
137,405,000
932,947
504,739
10,000,000
658,551
504,739
170,000,000
38,669,000
98,756,000
665,788
510,286
249,000,000
144,524,000,000
141,275,000,000
140,825,000,000
665,788
510,286
26,000,000
173,525,000
651,314499,193

AUD
GBP
CAD
AUD
GBP
AUD
AUD
GBP
CAD
GBP
AUD
AUD
GBP
COP
COP
COP
COP
AUD
GBP
EUR
CAD
AUD
GBP

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

(43,370)(29,393)(3,324,357)(40,276)(27,441)(430,971)(28,052)(27,169)(4,386,680)(6,814,735)(4,046,460)(27,949)(27,556)(16,036)(9,244,889)(9,012,476)(8,901,720)(27,548)(27,909)(245,907)(4,676,927)(26,589)(27,808)

See Notes to Consolidated Financial Statements.
2023 Annual Report

9

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Consolidated Schedule of Investments (continued)
December 31, 2023

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

Value /
Unrealized
Appreciation(Depreciation)$(115,816)(565,222)(84,749)(1,477,348)(71,048)(26,422)(26,418)(28,653)(403,113)(74,919)(245,194)(64,609)(37,096)(411,981)(26,406)(29,562)(158,205)(25,993)(30,042)(580,540)(78,156)(26,479)(941,134)(23,503)(1,067,850)(28,255)(123,540)(331,462)(464,941)

Total unrealized depreciation.....................................................................

(59,030,874)

Settlement Date
6/6/2025
6/6/2025
6/6/2025
6/6/2025
6/6/2025
6/12/2025
7/22/2025
7/22/2025
8/29/2025
9/15/2025
9/15/2025
9/15/2025
9/15/2025
9/22/2025
10/22/2025
10/22/2025
12/15/2025
1/22/2026
1/22/2026
2/27/2026
3/31/2026
3/31/2026
4/17/2026
4/17/2026
4/17/2026
4/17/2026
9/30/2026
12/8/2026
12/21/2026

Currency to be received
2,235,468
USD
38,500,000
EUR2,854,770
USD
56,593,350
USD
2,220,138
USD
2,152,933
USD
422,592
USD
613,258
USD
29,040,050
USD
1,493,045
USD
9,457,662
USD
2,653,080
USD
1,363,780
USD
3,084,897
USD
426,836
USD
619,385
USD
5,074,276
USD
426,570USD
618,926
USD
31,005,995
USD
3,111,803
USD
1,229,085
USD
15,345,600
USD
393,991
USD
20,956,394
USD
571,456
USD
4,816,731
USD
16,200,279
USD
25,110,840
USD

Currency to be delivered
11,326,000,000
COP
44,086,350
USD
4,300,000
AUD
51,500,000
EUR
1,800,000
GBP
1,710,000
GBP
658,551
AUD
504,739
GBP
26,000,000
EUR2,300,000
AUD
12,800,000
CAD
2,400,000
EUR
1,100,000
GBP
13,808,000,000
COP665,788
AUD
510,286
GBP
6,900,000
CAD
665,788
AUD
510,286
GBP
27,700,000
EUR
4,200,000
CAD
1,100,000
EUR
24,000,000
AUD
615,130
AUD
17,316,472
GBP
471,460
GBP
4,300,000
EUR
12,945,000
GBP
37,689,816
AUD

Net unrealized depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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.
10

Brookfield$(58,761,185)

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Consolidated Statement of Assets and Liabilities
December 31, 2023
As ofDecember 31, 2023

Note
Assets:Investments in unaffiliated securities, at fair value (cost: $346,407,754)....................
Investments in affiliated securities, at fair value (cost: $1,673,125,267).....................
Total investments, at value (cost: $2,019,533,021)....................................
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:
Loan payable..................................................................
Credit facility payable............................................................
Reverse repurchase agreements...................................................
Interest payable................................................................
Foreign currency forward contracts.................................................
Subscriptions received in advance.................................................
Management fees payable........................................................
Incentive fees payable...........................................................
Organizational costs payable......................................................
Distributions payable............................................................
Due to custodian...............................................................
Accounts payable and other liabilities...............................................
Current taxes payable...........................................................
Deferred taxes payable..........................................................
Total liabilities................................................................
Commitments and contingencies.................................................

3
3

2,3
2,3
9
2
7

3,7
3,9
3,9
7,9
2,3
4
7
7
6

10
12

$
		
		
		
		
		
		
		
		
		
		

348,375,869
1,728,989,209
2,077,365,078
7,413,068
269,689
628,647
818,136
338,888
17,242,815
2,010,000
2,106,086,321

		
		
		
		
		
		
		
		
		
		
		
		
		
		
		

174,000,000
97,902,000
84,537,000
1,693,020
59,030,874
50,695,000
1,904,441
3,820,311
11,325,213
5,937,294
4,908,352
2,342,675
1,196,361
10,037,847
509,330,388

				

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

$1,596,755,933

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

$		
$1,570,595,076
26,160,857
1,596,755,933

Net Assets
Class I Shares — Net Assets
Shares outstanding
Net asset value and redemption price per share
Class S Shares — Net Assets
Shares outstanding
Net asset value and redemption price per share
Offering price per share based on a maximum sales charge of 3.50%$
		
$1,589,721,671
157,906,744
10.07

$
		
$
$

7,034,262
700,900
10.04
10.40

See Notes to Consolidated Financial Statements.
2023 Annual Report

11

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Consolidated Statement of Operations
For the period from November 1, 2023 (commencement of operations) to December 31, 2023
Note
Investment income:
Dividend and distribution income from affiliated investments (net of foreign taxes of $651,652)...
Interest and other income from unaffiliated investments..................................
Less return of capital distributions....................................................
Total investment income..........................................................
Expenses:
Management fees................................................................
Incentive fees...................................................................
Administration fees...............................................................
Distribution and shareholder servicing fees - Class S....................................
Organizational costs..............................................................
Audit and tax services.............................................................
Other operating expenses..........................................................
Directors' fees...................................................................
Offering costs...................................................................
Transfer agent fees...............................................................
Legal fees......................................................................
Total operating expenses.........................................................
Interest expense and other financing costs............................................
Total expenses
Less expenses reimbursed by the Adviser.............................................
Net expenses..................................................................

Period Ended
December 31, 20231
$
		
		
		

30,397,643
2,984,932(17,883,619)
15,498,956

		
		
		
		
		
		
		
		
		
		
		
		
		
		
		
		

3,314,373
1,085,988
78,274
4,965
11,325,213
380,360
367,985
100,000
67,77862,75040,00016,827,686
2,481,644
19,309,330(10,875,213)
8,434,117

		
		
		

7,064,839
880,288
6,184,551

		
		
		
		

13,269150,673(35,172)
128,770

		
		
		
		
		
		
		

55,863,942
1,968,115(38,741,205)
708,564
6,774,268(10,037,847)
16,535,837

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

		

16,664,607

Net increase in net assets resulting from operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$22,849,158

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 gain...............................................................
Net change in unrealized appreciation (depreciation) on:
Investments in affiliated investments.................................................
Investments in unaffiliated investments...............................................
Foreign currency forward contracts ..................................................
Interest rate swap contracts........................................................
Deferred taxes reimbursed by the Adviser.............................................
Change in deferred taxes on unrealized appreciation....................................
Net change in unrealized appreciation...............................................

1

For the period November 1, 2023 (commencement of operations) to December 31, 2023.

See Notes to Consolidated Financial Statements.
12

Brookfield

7
7
7
2,7

2

7,9
7

10

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Consolidated Statements of Changes in Net Assets
For the period from November 1, 2023 (commencement of operations) to December 31, 2023
Note
Increase in Net Assets Resulting from Operations:
Net investment income...........................................................
Net realized gain...............................................................
Net change in unrealized appreciation...............................................
Net increase in net assets resulting from operations....................................

Period Ended
December 31, 20231
$
		
		
		

6,184,551
128,770
16,535,837
22,849,158

				(9,359,500)(11,234)

						

(2,806,825)(10,073)(12,187,632)

		
		
		
		

35,480,530
1,975,890
1,548,637,987
1,586,094,407

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

		

1,596,755,933

Net Assets:
Beginning of Period .............................................................
End of Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

		
$—1,596,755,933

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

6

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

4

1

For the period November 1, 2023 (commencement of operations) to December 31, 2023.

See Notes to Consolidated Financial Statements.
2023 Annual Report

13

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Consolidated Statement of Cash Flows
For the period from November 1, 2023 (commencement of operations) to December 31, 2023
Period Ended
December 31, 20231
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.......................................
Acquired from Reorganization2...........................................................
Increase in distributions and interest receivable..............................................
Increase in deferred financing costs.......................................................
Increase in deferred offering costs........................................................
Increase in due from adviser.............................................................
Increase in other assets................................................................
Increase in interest payable.............................................................
Increase in management fees payable.....................................................
Increase in incentive fees payable........................................................
Increase in organizational costs payable...................................................
Increase in accounts payable and other liabilities............................................
Increase in current taxes payable.........................................................
Increase in deferred taxes payable........................................................
Net change in unrealized appreciation on investments........................................
Net change in unrealized depreciation on foreign currency forward contracts . .....................
Net change in unrealized appreciation on interest rate swap contracts............................
Cash flows used in operating activities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$—(390,745,807)
419,784(48,715,465)(432,770)
17,883,619(10,142,398)(7,413,068)(818,136)(338,888)(17,242,815)(2,010,000)
1,693,020
1,904,441
3,820,311
11,325,213
7,251,027
1,196,361
10,037,847(57,832,057)
38,741,205(708,564)(419,277,982)

Financing activities :Proceeds from loan facility................................................................
Proceeds from credit facility ..............................................................
Repayment to credit facility...............................................................
Net cash provided by reverse repurchase agreements..........................................
Cash provided from subscriptions..........................................................
Distributions paid to shareholders, net of reinvestments.........................................
Cash acquired from Reorganization2 .......................................................
Cash flows from financing activities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

174,000,000
113,402,000(31,500,000)
84,537,000
61,834,888(7,336,548)
24,340,642
419,277,982

Net increase/(decrease) to cash.............................................................
Cash, Beginning of Period.................................................................
Cash, End of Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—
—
—

1
2

$

22,849,158

For the period November 1, 2023 (commencement of operations) to December 31, 2023.
Capital received on Reorganization was $1,548,637,987 (including cash). "Acquired from Reorganization" in operating activities relates tooperating assets and liabilities of the Predecessor Fund while "Cash acquired from Reorganization" in financing activities reflects the cash balanceof the Predecessor Fund immediately prior to the Reorganization.

Supplemental Disclosure of Cash Flow Information:
Interest payments on the loan, credit facility and reverse repurchase agreements for the period ended December 31, 2023 totaled$899,191.
Non-cash financing activities consist of distributions reinvested through our Dividend Reinvestment Plan of $1,975,890 for the period
ended December 31, 2023.
See Notes to Consolidated Financial Statements.
14

BrookfieldBROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Consolidated Financial Highlights
For the period from November 1, 2023 (commencement of operations) to December 31, 2023
Period Ended
December 31, 20231

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..............................................................

$

10.00
0.04
0.11
0.15
(0.06)(0.02)(0.08)
10.07$

Total Investment Return4,5..................................................................
Ratios and Supplemental Data:
Net assets, end of period (in thousands)......................................................
Ratio of Expenses to Average Net Assets:
Management fee expense................................................................
Incentive fee expense...................................................................
Operating expenses.....................................................................
Total expenses before interest, current tax and organizational and offering expenses................
Organizational and offering expenses5......................................................
Interest expense5.......................................................................
Current tax expense5....................................................................
Gross expenses, excluding reimbursement and including interest, current tax and organizational andoffering expenses....................................................................
Expense reimbursement/waivers5..........................................................
Net expenses, including reimbursement, interest, current tax and organizational and offering expenses.

1.48%
$

1,589,722
–
1.25%
0.41%
0.26%
1.92%
0.72%
0.16%
0.06%
2.86%
(0.68)%
2.18%

Ratio of Net Investment Income (Loss) to Average Net Assets:
Net investment income...................................................................
Net investment income, excluding the effect of reimbursement, interest expense and current tax expense.
Portfolio turnover rate5....................................................................
1
2
3
4
5

—
3.67%
3.21%
0.03%

Ratios are annualized for the period from November 1, 2023 (share class inception) to December 31, 2023, unless otherwise noted.
Per share amounts presented are based on average shares outstanding for the period from inception to December 31, 2023.
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.

See Notes to Consolidated Financial Statements.
2023 Annual Report

15

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Consolidated Financial Highlights (continued)
For the period from November 1, 2023 (commencement of operations) to December 31, 2023
Period Ended
December 31, 20231

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..............................................................

$

10.00
0.05
0.02
0.07
(0.02)(0.01)$(0.03)
10.04

Total Investment Return4,5..................................................................
Ratios and Supplemental Data:
Net assets, end of period (in thousands)......................................................
Ratio of Expenses to Average Net Assets:
Management fee expense................................................................
Incentive fee expense...................................................................
Operating expenses.....................................................................
Total expenses before interest, current tax and organizational and offering expenses................
Organizational and offering expenses5......................................................
Interest expense5.......................................................................
Current tax expense5....................................................................
Gross expenses, excluding reimbursement and including interest, current tax and organizational andoffering expenses....................................................................
Expense reimbursement/waivers5..........................................................
Net expenses, including reimbursement, interest, current tax and organizational and offering expenses.

0.70%
$

7,034
–
1.25%
0.41%
1.11%
2.77%
0.72%
0.16%
0.06%
3.71%
(0.68)%
3.03%

Ratio of Net Investment Income (Loss) to Average Net Assets:
Net investment income...................................................................
Net investment income, excluding the effect of reimbursement, interest expense and current tax expense.
Portfolio turnover rate5....................................................................
1
2
3
4
5

—
2.82%
2.36%
0.03%

Ratios are annualized for the period from December 1, 2023 (share class inception) to December 31, 2023, unless otherwise noted.
Per share amounts presented are based on average shares outstanding for the period from inception to December 31, 2023.
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.

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

Fiscal or Period End

Total Amount
Outstanding
Exclusive of Treasury
Securities

Asset Coverage
per Unit1

December 31, 2023

$ 356,439,000$5,480

1

N/A

N/A

Type of Senior
Security
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..

See Notes to Consolidated Financial Statements.
16

Involuntary
Average Market
Liquidating
Value per Unit
Preference Per (Exclude Bank
Unit
Loans)

BrookfieldBROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Notes to Consolidated Financial Statements
December 31, 2023​​1. ORGANIZATION & INVESTMENT OBJECTIVES
Brookfield Infrastructure Income Fund Inc. (the “Fund”) is a newly organized Maryland corporation registered under theInvestment Company Act of 1940, as amended (the “1940 Act” or the “Investment Company Act”), as a non-diversified,closed-end management investment company with no operating history. The Fund continuously offers its shares of common
stock, as well as periodic liquidity to investors. The Fund's Class I Shares and Class S Shares commenced operations on
November 1, 2023 and December 1, 2023, 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 aninvestment adviser under the Investment Advisers Act of 1940, as amended, and serves as Administrator to the Fund.
Brookfield Corporation, a publicly traded company (NYSE: BN; TSX: BN), holds a 75% interest in BAM ULC, while
Brookfield Asset Management Ltd. (NYSE: BAM; TSX: BAMA) (“Brookfield Asset Management”) holds a 25% interest in
BAM ULC. Brookfield Asset Management is a 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 $1,548,637,987 in exchange for 154,863,799
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.

2023 Annual Report

17

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Notes to Consolidated Financial Statements (continued)
December 31, 2023​​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 was formed on September 23, 2022.
IPL BII ULC, an Alberta corporation was formed on September 23, 2022.
Ontario Wind BII ULC, an Alberta corporation was formed on September 23, 2022.
Intermediate Holdings US LLC was formed as a limited liability company under the Delaware Limited Liability Company
Act on September 30, 2022.
BII BID Europe Holdings (UK) Limited was formed as a private limited company under the United Kingdom Companies
Act 2006 on November 28, 2022.
BII Foundry Holdings LLC, was formed as a limited liability company under the Delaware Limited Liability Company Act
on December 22, 2022.
BII Smoky Holdings LLC, was formed as a limited liability company under the Delaware Limited Liability Company Act on
February 16, 2023.
BII Finco (Cayman) 2 LP was formed as an Exempted Limited Partnership registered in the Cayman Islands on Oct 10th,
2023. The sole general partner of this Limited Partnership is BII Finco GP LLC which was formed in Delaware on the same
date.
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 has designated the Adviser as the valuation designee pursuant to Rule 2a-5 under the 1940 Act to perform
fair value determination relating to any or all fund investments. The Board oversees 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 fairvalue 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 their determinationof fair value. During the initial period after an investment has been made, cost may represent the most reasonable estimateof fair value. Intra-quarter month-end values will reflect the latest quarterly valuation, as adjusted based on the total returnthat the investment is expected to generate, the impact of foreign exchange rates, and any adjustments the Adviser deems
appropriate.

18

BrookfieldBROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Notes to Consolidated Financial Statements (continued)
December 31, 2023​​2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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's Valuation Committee, 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’s Valuation Committee determines that the quotation or price for a portfolio security provided by a brokerdealer or an independent pricing service is inaccurate will be valued at a fair value determined by the Adviser’s Valuation
Committee 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’s Valuation
Committee uses in determining 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 ona 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 ofvaluation 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 necessarily represent the amounts which may eventually be realized from sales or otherdispositions of investments in the future. Fair values may differ from the values that would have been used had a readymarket for the investment existed, and the differences could be material to the consolidated financial statements.

2023 Annual Report

19

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Notes to Consolidated Financial Statements (continued)
December 31, 2023​​2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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
fair value can also impact the amount of unrealized appreciation or depreciation 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’s Valuation Committee reviews and affirms thereasonableness of the valuations based on such methodologies and fair valuation determinations on a regular basis after
considering all relevant information that is reasonably available. There can be no assurance that the Fund could purchaseor 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.
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.

20

BrookfieldBROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Notes to Consolidated Financial Statements (continued)
December 31, 2023​​2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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 or substantively 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 or substantively
enacted by the end of the reporting 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 recoveror 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. Management is currently evaluating the impact of this guidance on the Funds’
ﬁnancial statements.
In December 2022, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 202206, Reference Rate Reform (Topic 848)—Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”). ASU 2022-06 is
an amendment to ASU 2020-04, which provided optional guidance to ease the potential accounting burden due to thediscontinuation of the LIBOR and other interbank-offered based reference rates and which was effective as of March 12,2020 through December 31, 2022. ASU 2022-06 extends the effective period through December 31, 2024. Management
is currently evaluating the impact, if any, of applying ASU 2022-06.

2023 Annual Report

21

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Notes to Consolidated Financial Statements (continued)
December 31, 2023​​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 December
31, 2023 was $841,586,201.
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 appreciation or depreciation until the payments are made, at whichtime they are realized.
The Fund invests in interest rate swap contracts primarily to manage interest rate risk.
For the period ended December 31, 2023, the average month end notional amount of swap contracts was $44,857,124.
The following table sets forth the fair value of the Fund’s derivative instruments:
Derivatives

Consolidated Statement of Assets
and Liabilities Location

Value as ofDecember 31, 2023

AssetsForeign currency contracts

Foreign currency forward contracts$

269,689

Interest rate contracts

Interest rate swap contracts$

628,647

Liabilities
Foreign currency contracts

Foreign currency forward contracts$(59,030,874)

22

BrookfieldBROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Notes to Consolidated Financial Statements (continued)
December 31, 2023​​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 December 31, 2023:

Derivatives

Consolidated Statement of
Operations Location

Foreign currency contracts

Foreign currency forward contracts

Interest rate contracts

Interest rate swap contracts

Net Change in
Unrealized
Appreciation(Depreciation)

Net Realized
Loss$(35,172)$(35,172)$(38,741,205)$(38,032,641)—

708,564

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
Offset in theStatement
Assets andLiabilities

Gross
Amounts

Net Amounts
Presented
in theStatement of
Assets andLiabilities

NonCash Collateral(Pledged)
Received1

Collateral
Pledged(Received)1

Net Amount

Assets:Forward currency
contracts .........
Swap contracts ....

$$

269,689
628,647

$
$

—
—

$
$

269,689
628,647

$
$

—
—

$
$

—
—

$
$

Liabilities:
Forward currency
contracts.........

$ (59,030,874)$—$ (59,030,874)

$

—

$

—

$ (59,030,874)

1

269,689
628,647

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.

2023 Annual Report

23

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Notes to Consolidated Financial Statements (continued)
December 31, 2023​​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 ofDecember 31, 2023:
FAIR VALUE MEASUREMENTSLEVEL 2LEVEL 3

LEVEL 1
Investments accounted for at fair value:
Private investments.............................
Public securities...............................
Short Term Investments.........................
Total Investments at Fair Value....................

$——
48,715,465
48,715,465

$

$

$

—
—
—

$
$

—
—

$

$ 1,728,989,209——$ 1,728,989,209$ 1,728,989,209
299,660,404
48,715,465$ 2,077,365,078

$
$

—
—
—

$

$

269,689
628,647
898,336$

269,689
628,647
898,336$$

59,030,874
59,030,874

$
$

—
—

$
$

59,030,874
59,030,874$—
299,660,404—
299,660,404

TOTAL

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

$

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

The fair value of the Fund’s loan payable, credit facility and reverse repurchase agreements, which qualify as financial
instruments under ASC Topic 825, Disclosures about Fair Values of Financial Instruments, approximates the carrying
amounts of $174,000,000, $97,902,000 and $84,537,000, respectively. As of December 31, 2023, these financial
instruments are categorized as Level 2 within the disclosure hierarchy.

24

BrookfieldBROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Notes to Consolidated Financial Statements (continued)
December 31, 2023​​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 December 31, 2023.
Quantitative Information about Level 3 Fair Value Measurements

Private equity
Investments

Private debt
Investments

1

Impact to
Valuationfrom anIncreasein Input(1)Value as ofDecember 31, 2023

Valuation
Approach

Valuation Technique

Unobservable
Input

Amount or
Range$1,521,538,907

IncomeApproach

Discounted
Cash Flow

Discount
Rate

6.5% to 17.9%(11.5%)

Decrease

Terminal Value
Multiple

4.2x to 23.5x(11.9x)Increase

Discount
Rate

8% to 12%
(9.5%)

Decrease$207,450,302

IncomeApproach

Discounted
Cash Flow

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

Balance as of November 1, 2023 (commencement of Operations)
Transfer of Assets from Predecessor Fund...................
Purchases of investments.................................
Return of capital........................................
Sales proceeds.........................................
Accrued discounts (premiums).............................
Realized gain (loss)......................................
Net change in unrealized appreciation.......................

$— $1,321,261,610
167,234,313(17,883,619)———
50,926,603— $199,230,778
3,282,185————
4,937,339—
1,520,492,388
170,516,498(17,883,619)———
55,863,942

Balance as of December 31, 2023..........................

$

1,521,538,907 $

207,450,302 $1,728,989,209

Change in unrealized appreciation for Level 3 assets still held at
the reporting date.......................................

$

50,926,603 $

4,937,339 $

55,863,942​​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.
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% and2023 Annual Report

25

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Notes to Consolidated Financial Statements (continued)
December 31, 2023​​4. CAPITAL SHARES (continued)
a 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.
At December 31, 2023, 18.07% of the shares of the Fund were owned by Brookfield and its affiliates.
Share transactions in the Fund’s shares were as follows:
Period Ended
December 31, 2023
SharesAmountClass I Shares:1

		1,548,637,987

Shares issued in Reorganization (Note 1).............................................

154,863,799

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

2,845,947$

28,471,530

Reinvestment of distributions.......................................................
Net increase....................................................................

196,998
157,906,744

		

1,975,890

700,900
700,900$

7,009,000$

7,009,000$ 1,579,085,407

Class S Shares:2
Subscriptions....................................................................
Net increase....................................................................
1
2

For the Period November 1, 2023 (Commencement of Operations) through December 31, 2023.
For the Period December 1, 2023 (Commencement of Operations) through December 31, 2023.

​​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 RepurchaseFee 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.
​​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

26

BrookfieldBROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Notes to Consolidated Financial Statements (continued)
December 31, 2023​​6. DISTRIBUTIONS (continued)
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.
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.
On December 8, 2023, the Fund established a $300 million loan facility with BII BIG Holdings L.P., an indirect whollyowned subsidiary of BAM ULC. Each loan advanced under the facility incurs interest at a rate of 8% per annum and isrepayable no later than two years following the date of advance. As of December 31, 2023, $174 million was advanced on
the facility and $762,740 of interest was incurred. From December 12, 2023 (the initial draw date) to December 31, 2023,

2023 Annual Report

27

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Notes to Consolidated Financial Statements (continued)
December 31, 2023​​ INVESTMENT ADVISORY & ADMINISTRATIVE AGREEMENTS AND TRANSACTIONS WITH RELATED PARTIES
7.
(continued)
the Fund borrowed an average daily balance of $174 million at a weighted average borrowing cost of 8.00%. Subsequent
to year-end, $25 million of the outstanding loan was converted to equity and the residual balance was repaid in cash,
including accrued interest of $1,324,276.
On November 1, 2023, the Fund commenced operations and the Adviser waived and/or reimbursed certain expenses
related to organizational costs and income taxes in the amount of $11,325,213 and $6,774,268, respectively, of which$450,000 was recouped prior to December 31, 2023.The Fund will reimburse these remaining expenses, subject to a
specified expense cap and reimbursement limitations (as detailed below).
Pursuant to an Expense Limitation and Reimbursement Agreement (the “Expense Limitation and Reimbursement
Agreement”), through November 30, 2024, the Adviser has contractually agreed to waive and/or reimburse expenses of
the Fund so that certain of the Fund’s expenses (“Specified Expenses,” as defined below) will not exceed 0.70% of theFund’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 priorto November 30, 2024 without the Board’s consent. “Specified Expenses” is defined to include all expenses incurred in
the business of the Fund, including, among other things, organizational and offering costs, professional fees, and feesand expenses of 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 otherinvestment-related 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 otherexpenses not incurred in the ordinary course of the Fund’s business).
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.

28

BrookfieldBROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Notes to Consolidated Financial Statements (continued)
December 31, 2023​​8. PURCHASES AND SALES OF INVESTMENTS
For the period ended December 31, 2023, purchases and sales of investments excluding short-term securities were$390,745,807 and $419,784, respectively during the period ended December 31, 2023. There were no transactions in
U.S. Government securities during the period ended December 31, 2023. The Fund acquired investments valued at$1,595,932,382 as a result of the Reorganization which are excluded from the amounts above.
​​9. BORROWINGS
Credit facility: The Predecessor Fund established a line of credit with Mizuho Bank, Ltd. on April 19, 2023. This facility wastransferred to the Fund as part of the Reorganization that occurred on October 31, 2023. The Fund pays interest in theamount of SOFR plus 2.65% on the amount borrowed; 0.30% on the amount unused if the aggregate outstanding amountof the loan is less than 50% of the commitment (0.25% on the amount unused if otherwise). The Fund paid commitment
fees of $27,618 during the period.
As of December 31, 2023, the Fund had $97,902,000 of outstanding borrowings on the credit facility. For the period ended
December 31, 2023, the Fund borrowed an average daily balance of $87,158,492 at a weighted average borrowing costof 8.08%. Subsequent to year-end, the Fund repaid the outstanding balance in full, including accrued interest of $705,160.
For the period ended December 31, 2023, the Fund amortized $103,562 in deferred financing costs which is included
in interest expense and other financing costs on the Consolidated Statement of Operations. As of December 31, 2023,
the Fund had $818,136 in unamortized deferred financing costs reported on the Consolidated Statement of Assets andLiabilities. The remaining portion is being amortized over the life of the agreement which matures on April 18, 2025.
In addition, as of December 31, 2023, $74,041,228 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.

2023 Annual Report

29

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Notes to Consolidated Financial Statements (continued)
December 31, 2023​​9. BORROWINGS (continued)
At December 31, 2023, the Fund had the following reverse repurchase agreements outstanding:Counterparty
RBC Capital Markets.....................
RBC Capital Markets.....................
RBC Capital Markets.....................
RBC Capital Markets.....................
Total..................................
1

Borrowing
Rate
5.97%
5.97%
5.96%
5.96%

BorrowingDate
11/08/23
11/14/23
12/14/23
12/18/23

Maturity
Date
02/08/24
02/14/24
03/14/24
03/18/24

Payable For
ReverseRepurchase
Agreements$
10,000,865
25,107,960
31,975,270
17,834,454$
84,918,549

AmountBorrowed1
9,917,000
24,922,000
31,896,000
17,802,000
84,537,000$$

The average daily balance of reverse repurchase agreements outstanding for the Fund during the period ended December 31, 2023 was$47,317,222 at a weighted average daily interest rate of 5.97% and the interest expense amounted to $381,549. As of December 31, 2023, thetotal value of the collateral was $96,521,772.

The following is a summary of the reverse repurchase agreements by the type of collateral and the remaining contractual
maturity of the agreements:
Overnight
andContinuous

Counterparty
Corporate Credit............... $—Up to 30 Days$—

Greater Than 90
Days

30 to 90 Days$

84,918,549

$

Total

—

$

84,918,549

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.
Below is the gross and net information about instruments and transactions eligible for offset in the Statement of Assets
and Liabilities as well as instruments and transactions subject to an agreement similar to a master netting arrangement:
Gross
Amounts
Offset in theStatement
Assets andLiabilities

Gross
Amounts ofRecognizedLiabilities
Reverse Repurchase
Agreement.........
1$

84,537,000$—

Net Amounts
Presented
in theStatement of
Assets andLiabilities

NonCash Collateral(Pledged)
Received1$$

84,537,000(84,537,000)

Collateral
Pledged(Received)1$—

Net Amount$—

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

Reverse repurchase transactions are entered into by the Fund under Master Repurchase Agreements (“MRA”) which permit
the Fund, under certain circumstances, including an event of default of the Fund (such as bankruptcy or insolvency), to
offset payables under the MRA with collateral held with the counterparty and create one single net payment from the Fund.
Upon a bankruptcy or insolvency of the MRA counterparty, the Fund is considered an unsecured creditor with respect toexcess collateral and, as such, the return of excess collateral may be delayed. In the event the buyer of securities (i.e.
the MRA counterparty) under a MRA files for bankruptcy or becomes insolvent, the Fund’s use of the proceeds of theagreement may be restricted while the other party, or its trustee or receiver, determines whether or not to enforce theFund’s obligation to repurchase the securities.

30

BrookfieldBROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Notes to Consolidated Financial Statements (continued)
December 31, 2023​​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, however, no such tax has been incurred for the period ended December 31, 2023. Income taxes recognized
relate to the amount of taxes payable by the Fund’s corporate subsidiaries and the deferred tax assets and liabilities ofsuch 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 ofpositions 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 December 31,
2023, the open 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 fiscal year ended December 31, 2023:
Period Ended
December 31, 2023

Current tax expense:
Federal................................................................................... $State..................................................................................... 		
Foreign................................................................................... 		
Total current tax expense........................................................................ $——880,287
880,287

Deferred tax expense
Federal................................................................................... $State..................................................................................... 		
Foreign................................................................................... 		
Total deferred tax expense....................................................................... $3,806,772
755,3125,475,763
10,037,847

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

10,918,134$

The tax character of the distributions paid for the periods shown below were as follows:
Period Ended
December 31, 2023

Ordinary income.............................................................................. $Return of capital.............................................................................. 		
Total........................................................................................ $9,370,735
2,816,897
12,187,632

2023 Annual Report

31

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Notes to Consolidated Financial Statements (continued)
December 31, 2023​​10. FEDERAL INCOME TAX INFORMATION (continued)
At December 31, 2023, the Fund’s most recently completed tax year-end, the components of distributable earnings on a
tax basis were as follows:
Undistributed ordinary income................................................................... $—Undistributed long-term capital gains.............................................................. $—Capital loss carryforwards....................................................................... $—Net unrealized appreciation..................................................................... $54,981,551

Other timing differences........................................................................ $(445,000)

Federal Income Tax Basis: The federal income tax basis of the Fund’s investments at December 31, 2023 was asfollows:$

Cost of investments
1,984,350,885

Gross Unrealized Appreciation$
96,253,263

Gross Unrealized Depreciation$(41,271,712)

Net Unrealized Appreciation$
54,981,551

The Fund deferred, on a tax basis, late year ordinary losses of $28,353,791 and post-October capital losses of $21,904.
The Fund had no capital loss carryforwards as at December 31, 2023.
Capital Account Reclassifications: Because federal income tax regulations differ in certain respects from GAAP, income
and capital gain distributions, if any, determined in accordance with tax regulations may differ in amount, timing, andcharacter from net investment income and realized gains recognized for financial reporting purposes. These differences areprimarily due to differing treatments for Section 988 currency, partnership income/expense and nondeductible expenses.
Permanent book and tax differences, if any, will result in reclassifications among the components of the Fund's net assets.
These reclassifications have no effect on net assets or NAV per share. Any undistributed net income and realized gain
remaining at fiscal year end is distributed in the following year.
At December 31, 2023, the Fund’s most recently completed tax year-end, the Fund’s components of net assets wereincreased or (decreased) by the amounts shown in the table below:
Paid-in capital$(12,682,433)

32

Brookfield

Distributable earnings$
12,682,433

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Notes to Consolidated Financial Statements (continued)
December 31, 2023​​11. INVESTMENTS IN AFFILIATED ISSUERS
The table below reflects transactions during the period with entities that are affiliates as of December 31, 2023.

aa Opening Value
Australian Utility (AusNet Services)$

Purchases, netof returns ofcapital1— $92,214,111

BII BID Aggregator A L.P.

—

BII BID Aggregator B L.P.

Unrealized
Appreciation(Depreciation)

Sales

End Value— $6,853,069 $99,067,180 $

112,978,516—

1,750,934

114,729,450—

89,534,448—

3,186,404

92,720,852—

Canadian Midstream (Inter Pipeline)—

164,782,277—

9,075,313

173,857,590

3,174,584

Canadian Wind Portfolio (Ontario Wind)—

107,792,812—

5,806,291

113,599,103—

Colombian Renewable Power (Isagen)—102,221,233—(1,244,901)

100,976,332

735,523

European LNG Vessels (Knutsen LNG)—

37,420,208—(175,200)

37,245,008

866,361

European Telecom Towers (GD Towers)—

90,091,508—

5,552,329

95,643,837—

Global Container Network (Triton International)—

91,275,740—

2,534,749

93,810,489—

North American Residential Infrastructure (Enercare)—

111,558,937—

12,899,133

124,458,070—

North American Residential Infrastructure (Homeserve)—

94,949,534—

1,534,664

96,484,198

1,133,204

Nuclear Services (Westinghouse)—

115,000,000—

2,835,993

117,835,993—

Terraform Renewable Power (TERP)—

195,081,059—

2,529,216

197,610,275

340,000

U.K. Utility (SGN)—

51,268,087—

2,676,980

53,945,067

864,899

U.K. Wind & Solar Portfolio (OnPath)—

18,506,334—

173,662

18,679,996—

U.S. Hydro (Smoky Mountain)—

142,417,323—(1,065,889)

141,351,434

5,139,704

U.S. Semiconductor Foundry (Intel Partnership)

—

—

—

—

—

—

U.S. Utility (FirstEnergy Transmission)—

56,033,140—

941,195

56,974,335

33,17955,863,942 $

1,728,989,209 $

$

1
2

— $

1,673,125,267$

Dividend andDistributions
Income2$— $878,222—

13,165,676

Reflects the market value of investments held by the Predecessor Fund on the date of Reorganization, as applicable, adjusted for subsequentpurchases and returns of capital.
Dividend 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 the Fund. Thus, an estimate of the financial impact, if any, of these arrangements cannot be made at this time.
However, based on 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.

2023 Annual Report

33

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Report of Independent Registered Public Accounting Firm
To the shareholders and the Board of Directors of Brookfield Infrastructure Income Fund Inc.
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying consolidated statement of assets and liabilities of Brookfield Infrastructure Income
Fund Inc. and subsidiaries (the "Fund"), including the consolidated schedule of investments as of December 31, 2023,
the related consolidated statements of operations, cash flows, changes in net assets, and financial highlights for theperiod from November 1, 2023 (commencement of operations) through December 31, 2023, and the related notes tothe consolidated financial statements (collectively referred to as the “financial statements”). In our opinion, the financial
statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December
31, 2023, and the results of its operations, its cash flows, the changes in its net assets, and the financial highlights for theperiod from November 1, 2023 (commencement of operations) through December 31, 2023 in conformity with accounting
principles generally accepted in the United States of America.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on the Fund's financial statements and financial highlights based on our audit. We are a public
accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required
to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules andregulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan andperform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are freeof material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding ofinternal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’sinternal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements andfinancial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements andfinancial highlights. Our audit also included evaluating the accounting principles used and significant estimates madeby management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our
procedures included confirmation of securities owned as of December 31, 2023, by correspondence with the custodian,counterparties, agent banks, and brokers; when replies were not received from agent banks and brokers, we performed
other auditing procedures. We believe that our audit provides a reasonable basis for our opinion.

DELOITTE & TOUCHE LLP
Chicago, Illinois
February 29, 2024
We have served as the auditor of one or more Brookﬁeld Public Securities Group LLC’s investment companies since 2011.

34

BrookfieldBROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Tax Information (Unaudited)
The Fund is required by subchapter M of the Internal Revenue Code of 1986, as amended, to advise you within 60 days of
the Fund’s ﬁscal year end (December 31, 2023) as to the federal tax status of distributions received by shareholders during
such ﬁscal year. Accordingly, we are advising you that 23.11% of the distributions paid from net investment income for theFund was reclassiﬁed as return of capital and is reﬂected as such in the Fund’s Statements of Changes in Net Assets andFinancial Highlights.
For the period ended December 31, 2023, certain dividends paid by the Fund may be subject to a maximum tax rate of
23.80%, as provided for by the Tax Cuts and Jobs Act of 2017. The percentage of dividends declared from ordinary income
designated as qualiﬁed dividend income was 66.22%.
For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received
deduction for the ﬁscal period ended December 31, 2023 was 57.28%.
The percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions underInternal Revenue Section 871(k)(2)(C) was 0.00%.

2023 Annual Report

35

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Board Considerations Relating to the Approval of the Investment Advisory and Sub-Advisory Agreements(Unaudited)
The Board of Directors (the "Board," the members of which are referred to as "Directors") of Brookfield Infrastructure
Income Fund Inc. (the "Fund"), including the Directors who are not "interested persons," as defined in Section 2(a)(19) of
the Investment Company Act of 1940, as amended (the "1940 Act") (the "Independent Directors"), of the Fund, considered
and approved the Investment Advisory Agreement (the "Advisory Agreement") between the Fund and Brookfield AssetManagement Private Institutional Capital Adviser (Canada) L.P (the "Adviser" or "BAM PIC"), and the Sub-Advisory
Agreement between BAM PIC and Brookfield Public Securities Group LLC (the "Sub-Adviser" or "PSG") with respect to
the Fund (the "Sub-Advisory Agreement," and together with the Advisory Agreement, the "Agreements"), each for an initial
two-year period at the organizational meeting of the Fund held virtually via WebEx on August 24, 2023 (the "Meeting").1
In accordance with Section 15(c) of the 1940 Act, the Board requested, and BAM PIC and PSG provided, materials relating
to the Board's consideration of whether to approve the Agreements, including a memorandum prepared by PSG (the “PSG
Memorandum”) that was provided to the Board in accordance with Section 15(c) of the 1940 Act, and a memorandum
prepared by Quasar Distributors, LLC, the Fund’s proposed principal underwriter (the “Distributor”) that summarized theDistributor’s experience and the services it proposed to provide to the Fund, which the Distributor believed would be helpfulin evaluating and considering the terms of a distribution agreement between the Fund and the Distributor (the “Distribution
Agreement”), and a distribution services agreement between the Fund and the Distributor (the “Distribution Services
Agreement,” and, together with the Distribution Agreement, the “Distribution Arrangements”). These materials included
information regarding, among other things: (a) a summary of the nature, extent and quality of services to be provided to theFund by BAM PIC and PSG; (b) performance data; (c) information independently compiled and prepared by Broadridge
Financial Solutions, Inc. (“Broadridge”), an independent third-party provider of mutual fund data, on fees and expensesof the Fund relative to peer funds; (d) BAM PIC’s and PSG’s personnel and operations; (e) any “fall-out” benefits to BAM
PIC and/or PSG (i.e., ancillary benefits realized by them from their relationship with the Fund); (f) information relating
to economies of scale; (g) information on BAM PIC’s and PSG’s risk management processes; (h) information regarding
brokerage practices; and (i) information about the key personnel of BAM PIC and PSG who would be involved in theinvestment management, administration, compliance and risk management activities with respect to the Fund, as wellas current and projected staffing levels and compensation practices; and (j) information regarding the Distributor and theservices proposed to be provided to the Fund pursuant to the Distribution Arrangements.
In determining whether to approve the Agreements, the Board, including the Independent Directors, considered at the
Meeting, and from time to time, as appropriate, factors that it deemed relevant. The following discusses the primary factors
relevant to the Board's decision.
THE NATURE, EXTENT AND QUALITY OF THE SERVICES TO BE PROVIDED BY THE ADVISER AND SUB-ADVISER.
The Board, including the Independent Directors, considered the nature, extent and quality of services provided by theAdviser and the Sub-Adviser. In considering the nature, extent and quality of the services to be provided by the Adviser andthe Sub-Adviser to the Fund, the Board considered the responsibilities that the Adviser and Sub-Adviser would have to theFund, including the provision of investment advisory services to the Fund, compliance with the Fund’s investment objective
and strategy, review of brokerage matters including with respect to trade allocation and best execution, oversight ofgeneral fund compliance with federal and state laws, and the implementation of Board directives as they relate to the Fund.
The Board also considered the Adviser’s and Sub-Adviser’s risk assessment and monitoring processes. The Board further
considered the Adviser’s and Sub-Adviser’s current level of staffing and their overall resources, including the Adviser’s and
Sub-Adviser’s history and investment experience, as well as information regarding their investment personnel who would
be providing services to the Fund. The Board also considered the expertise and performance of the personnel who would
be overseeing the compliance with the Fund’s investment restrictions and other requirements.

On March 13, 2020, in response to the potential effects of coronavirus disease 2019 (COVID-19), the Securities and Exchange Commission (the"SEC") issued an order pursuant to its authority under Sections 6(c) and 38(a) of the 1940 Act, granting exemptions from certain provisions of that
Act and the rules thereunder, including temporary exemptive relief from in-person board meeting requirements to cover the approval of advisory
contracts or principal underwriter agreements. The SEC has provided temporary exemptive relief for registered management investment companies
and any investment adviser or principal underwriter of such companies, in circumstances related to the current or potential effects of COVID-19, fromthe requirements imposed under sections 15(c) and 32(a) of the 1940 Act and Rules 12b-1(b)(2) and 15a-4(b)(2)(ii) thereunder that votes of the boardof directors of the registered management investment company be cast in person. The relief is subject to conditions described in the SEC's order.
1

36

BrookfieldBROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Board Considerations Relating to the Approval of the Investment Advisory and Sub-Advisory Agreements(Unaudited) (continued)
The Board also considered the reputation and experience of each of the Adviser and Sub-Adviser in serving as aninvestment adviser to other funds and accounts. The Board also considered their investment processes and philosophies,
as well as the Adviser’s responsibilities to the Fund, including the development and maintenance of an investment program
for the Fund consistent with the Fund’s investment objective, the selection of investment securities and the placement oforders for the purchase and sale of such securities, and the implementation of compliance controls related to performanceof these services.
In addition, the Board considered that the Adviser and Sub-Adviser will provide office space, bookkeeping, accounting,legal and compliance services, clerical and administrative services and have authorized their officers and employees toserve as officers of the Fund. The Board noted that the Adviser and Sub-Adviser will also be responsible for monitoring andreviewing the activities of the Fund’s third-party service providers, including J.P. Morgan Chase Bank, N.A. in its capacity
as the sub-administrator to the Fund. In connection with the services provided by the Adviser and Sub-Adviser, the Board
considered the structure and duties of their fund administration and accounting, operations, and their legal and compliancedepartments to determine whether they are adequate to meet the needs of the Fund.
THE PERFORMANCE OF THE ADVISER AND THE SUB-ADVISER. The Board, including the Independent Directors,
also considered the investment performance of the Adviser and the Sub-Adviser. In connection with this review, the Board
received information from BAM PIC regarding the investment performance of similar accounts as well as the investment
performance of an existing private fund, Brookfield Infrastructure Income Fund SCSP (the “Private Fund”), since inception.
The Board noted that it was proposed that the Private Fund would reorganize into the Fund in connection with the Fund’s
launch (the “Reorganization”).
The Board noted that the Private Fund was accessible to investors via Brookfield Infrastructure Income Fund S.A. SICAVRAIF (“BII SICAV”) and that materials on the performance of the BII SICAV were included in the meeting materials. The
Board then noted, however, that this performance information was provided solely to illustrate the Adviser’s experience
across relevant investments and is not necessarily indicative of the returns that the Fund can expect to achieve should the
Reorganization be consummated. The Board considered the total return (not annualized) for each class of the BII SICAV,
noting that Class A had total return of 2.65% (since inception on March 1, 2023), Class B had total return of 2.90% (since
inception on February 1, 2023), Class C had total return of 2.64% (since inception on March 1, 2023), and Class D had
total return of 2.88% (since inception on February 1, 2023). The Board noted the performance history of the Private Fundand similar accounts advised by the Adviser.
THE COST OF THE ADVISORY AND SUB-ADVISORY SERVICES, AND THE PROFITABILITY TO THE ADVISER, ITS
AFFILIATES, AND TO THE SUB-ADVISER FROM THEIR RELATIONSHIP WITH THE FUND. The Board also received
information regarding the management fees to be paid by the Fund to BAM PIC pursuant to the Advisory Agreement
and the fees paid by BAM PIC to PSG pursuant to the Sub-Advisory Agreement. The Board also considered information
about the fee rates offered by the Fund’s peers as presented in the Broadridge report. The Broadridge report provided
information regarding the management fees to be paid by the Fund pursuant to the Advisory Agreement and the SubAdvisory Agreement. The Board examined this information in order to determine the reasonableness of the fees in light of
the nature and quality of the services to be provided and any potential additional benefits to be received by the Adviser,
the Sub-Adviser, or their affiliates in connection with providing such services to the Fund. The Board noted that the
management fee for the Adviser was set at an annual rate of 1.25% of the value of the Fund’s net assets, and also thatany fee payable to the Sub-Adviser would be paid by the Adviser out of its management fee, rather than paid separatelyby the Fund, which was considered to be a benefit to the Fund’s stockholders.
To assist in analyzing the reasonableness of the management fee for the Fund, the Board received reports independently
prepared by Broadridge. The reports showed comparative fee and expense information for the Fund’s expense group(“Expense Group”) and expense universe (“Expense Universe”), including rankings within each category, as determinedby Broadridge. In considering the reasonableness of the management fees to be paid by the Fund to the Adviser andthe Sub-Adviser, the Board was presented with a number of expense comparisons, including: (i) contractual and actual
management fees; and (ii) actual total operating expenses. In considering the Fund’s total operating expenses, theBoard also considered the level of fee waivers and expense reimbursements, as applicable, and the net expense caps

2023 Annual Report37

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Board Considerations Relating to the Approval of the Investment Advisory and Sub-Advisory Agreements(Unaudited) (continued)
contractually agreed upon by Brookfield with respect to the Fund. The Board acknowledged that it was difficult to makeprecise comparisons with other funds in the Expense Group and Expense Universe since the exact nature of services
provided under the various fund agreements is often not apparent. The Board noted, however, that the comparative fee
information provided by Broadridge as a whole was useful in assessing whether Brookfield was providing services at a
cost that was competitive with other, similar funds.
The Board considered that the Fund’s actual management fees were above the median of its Expense Group (ranked
8/10) and above the median of its Expense Universe (ranked 14/21), but that the Fund’s total expenses were below themedian of its Expense Group (ranked 4/10) and below the median of the Expense Universe (ranked 8/21).
The Board noted that while a registered fund board is typically also asked to consider information about the nature andextent of investment advisory services and fee rates offered to other clients of the investment adviser, including institutional
separate accounts and/or funds sub-advised by such adviser, in connection with the 15(c) approval process, the Adviser
currently has no product offerings comparable to the Fund that feature the investment strategy of the Fund. The Board
considered, however, the management fee rate in place for the Private Fund.
In considering the Fund’s management fee rate, the Board also considered the complexity of the Fund’s organizational andoperational structure as a closed-end management investment company operated as a tender offer fund, and its uniqueinvestment strategy that offers retail access, relative to other types of clients, and to note the differences, as applicable, in
the regulatory, legal, and other risks and responsibilities of providing services to the different clients.
As the Fund has not commenced operations, the Board was not asked to consider the anticipated profitability of BAM PIC
with respect to the Fund. However, the Board noted that BAM PIC agreed to enter into a contractual expense limitation
waiver (the “Expense Limitation Agreement”) for the Fund so that certain of the Fund’s expenses would not exceed 0.70%
per annum of the Fund’s average monthly net assets of each class of the Fund’s shares of common stock.
With respect to PSG, however, the Board noted that the Fund is part of the Brookfield Fund Complex,2 and considered PSG’s
expected profits and that of its affiliates for providing administrative support for the Fund. In analyzing PSG's profitability,
particular attention was given to the allocation of the direct and indirect costs of the resources and expenses in managing
the Fund, as well as the non-Fund and non-advisory business activities. The Board further noted that the methodology
followed in allocating costs to the Fund appeared reasonable, while also recognizing that allocation methodologies are
inherently subjective. The Board concluded that the expected profitability to PSG from the Fund was reasonable.
THE EXTENT TO WHICH ECONOMIES OF SCALE WILL BE REALIZED AS THE FUND GROWS AND WHETHERFEE LEVELS REFLECT THOSE ECONOMIES OF SCALE. The Board, including the Independent Directors, considered
whether stockholders would benefit from economies of scale and whether there was potential for future realization of
economies with respect to the Fund. In particular, the Board considered whether the possible realization by the Adviser of
economies of scale in providing services to the Fund would justify a reduction of the rate of the advisory fees as applied tolarger amounts of assets under management. The Board was asked to consider that, due to being a part of the Brookfield
Fund Complex, the constituent funds, including the Fund, share common resources and may share certain expenses, andif the size of the complex increases, each fund could incur lower expenses than they otherwise would achieve as standalone entities. However, the Board noted that although stockholders might benefit from lower operating expenses becauseof an increasing amount of assets spread over the fixed expenses of the funds, the Fund’s Expense Limitation Agreementwith the Adviser will serve to limit the Fund’s expenses until the Fund can grow to scale.
OTHER FACTORS. As part of its evaluation of the compensation for each of the Adviser and the Sub-Adviser, the Board
also considered other benefits that each may realize from their relationship with the Fund. Among them, the Board
considered the opportunity to provide advisory services to additional funds and accounts and reputational benefits.

The Brookfield Fund Complex is comprised of the Fund, Brookfield Investment Funds (6 series of underlying portfolios), Brookfield Real Assets
Income Fund Inc. (NYSE: RA) and Oaktree Diversified Income Fund Inc. (the "Brookfield Fund Complex").
2

38

BrookfieldBROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Board Considerations Relating to the Approval of the Investment Advisory and Sub-Advisory Agreements(Unaudited) (continued)
CONCLUSION. After a full and complete discussion, the Board approved the Agreements, each for an initial two-year
period. Based upon their evaluation of all these factors in their totality, the Board, including the Independent Directors,
was satisfied that the terms of the Agreements were fair and reasonable and in the best interests of the Fund and theFund's stockholders. In arriving at a decision to approve the Advisory Agreement and Sub-Advisory Agreement, the Board
did not identify any single factor or group of factors as all-important or controlling, but considered all factors together, andeach Independent Director may have attributed different weights to different factors. The Independent Directors were also
assisted by the advice of independent legal counsel in making this determination.

2023 Annual Report

39

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Information Concerning Directors and Officers (Unaudited)
The following tables provide information concerning the directors and officers of the Fund.
Directors of the FundName, Address andYear of Birth

Position(s) Held with Fundand Term of Office andLength of Time Served(1)Principal Occupation(s) During Past 5 Years andOther Directorships Held by Director(2)Number of Portfolio
in Fund Complex
Overseen by Director(3)Independent Directors:(4)Edward A. Kuczmarski
c/o Brookﬁeld Place,
250 Vesey Street,
New York, New York
10281-1023
Born: 1949

Stuart A. McFarland
c/o Brookﬁeld Place,
250 Vesey Street,
New York, New York
10281-1023
Born: 1947

Heather S. Goldman
c/o Brookﬁeld Place,
250 Vesey Street,
New York, New York
10281-1023
Born: 1967

William H. Wright II
c/o Brookﬁeld Place,
250 Vesey Street,
New York, New York
10281-1023
Born: 1960

40

Brookfield

Director and Independent
Chair of the Board,
Member of the Audit
Committee, Memberof the Nominating andCompensation Committee

Retired.

9

Director/Trustee of several investmentcompanies advised by PSG (2011-Present).

Served since 2023

Director, Member of the
Audit Committee, Memberof the Nominating andCompensation Committee
Served since 2023

Director, Member of the
Audit Committee, Chairof the Nominating andCompensation Committee
Served since 2023

Director, Chair of the
Audit Committee, Memberof the Nominating andCompensation Committee
Served since 2023

Managing Partner of Federal City Capital
Advisors (1997 – 2021).

9

Director/Trustee of several investmentcompanies advised by PSG (2006-Present);
Director of Drive Shack Inc. (formerly, New
Castle Investment Corp.) (2002-June 2023);
Lead Independent Director of New America High
Income Fund (2013-Present); Director of New
Senior Investment Group, Inc. (2014-2021);
Director of Steward Partners (2017-2021).

CFO of My Flex, Inc., an EQBR company (20222023).

9

Director/Trustee of several investmentcompanies advised by PSG (2013-Present);
Board Director of Gesher USA (2015-Present);
Trustee of Nevada Museum of Art (2016-2018);
Member of the Honorary Board of University
Settlement House (2014-Present); Co-founder,
CEO and Chair of Capstak, Inc. (2014-2018).
Retired.
Director/Trustee of several investmentcompanies advised by PSG (2020-Present);
Director of Alcentra Capital Corporation (1940
Act BDC) (2018-2019); Advisory Director of
Virtus Global Dividend & Income Fund, Virtus
Global Multi-Sector Income Fund, Virtus Total
Return Fund and Duf & Phelps Select Energy
MLP Fund (2013-2019); Director of the Carlyle
Group, TCG BDC I, Inc., TCG BDC II, Inc. andCarlyle Secured Lending III (2021-Present).

9

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Information Concerning Directors and Officers (Unaudited) (continued)

Name, Address andYear of BirthBetty Whelchel
c/o Brookﬁeld Place,
250 Vesey Street,
New York, New York
10281-1023
Born: 1956

Position(s) Held with Fundand Term of Office andLength of Time Served(1)Director, Member of the
Audit Committee, Memberof the Nominating andCompensation Committee
Since January 1, 2024

Principal Occupation(s) During Past 5 Years andOther Directorships Held by Director(2)US Head of Public Policy: Regulatory Affairs of
BNP Paribas (2016-2019).

Number of Portfolio
in Fund Complex
Overseen by Director(3)9Director/Trustee of several investmentcompanies advised by the Adviser(2024-Present). Trustee of Curtis Institute (20052023).

Interested Directors:
David W. Levi
c/o Brookﬁeld Place,
250 Vesey Street,
New York, New York
10281-1023
Born: 1971

Director
Served since 2023

Chief Executive Officer of PSG (2019-Present);
Head of Brookfield Oaktree Wealth Solutions(2021-Present); President of the PSG (20162019); Managing Partner of Brookfield(2015-Present).

9

Director/Trustee of several investmentcompanies advised by PSG (2017 – Present).

2023 Annual Report41

BROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Information Concerning Directors and Officers (Unaudited) (continued)
Officers of the FundName, Address andYear of Birth

Position(s) Held with Fund and Termof Office and Length of Time Served(1)Principal Occupation(s) During Past 5 Years
and Other Directorships Held by Director(2)Chloe Berryc/o Brookﬁeld Place,
250 Vesey Street,
New York, New York
10281-1023

President
Served since 2023

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

Treasurer
Served since 2023

Treasurer of several investment companies
advised by PSG (2021 – Present); Assistant
Treasurer of several investment companies
advised by PSG (2016 – 2021); Director of PSG(2021 – Present); Vice President of PSG (2014–2021).

SecretaryServed Since 2023

Secretary of several investment companies
advised by the PSG (2014-Present); GeneralCounsel of PSG (2017-Present); Managing
Director (2014-Present) of the PSG; Managing
Partner of Brookfield (2016-Present); Directorof Brookfield Soundvest Capital Management(2015-2018).

Assistant Secretary
Served Since 2023

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

Chief Compliance Officer
Served Since 2023

CCO of several investment companies advised
by PSG (2017 – Present); Director of PSG(2017– Present); CCO of Brookfield Public
Securities Group (Canada) LLC (2017 – Present).

Assistant Treasurer
Served Since 2023

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

Born: 1984
Casey P. Tushaus
c/o Brookﬁeld Place,
250 Vesey Street,
New York, New York
10281-1023
Born: 1982
Brian F. Hurley
c/o Brookﬁeld Place,
250 Vesey Street,
New York, New York
10281-1023
Born: 1977
Craig A. Ruckman
c/o Brookﬁeld Place,
250 Vesey Street,
New York, New York
10281-1023
Born: 1977

Adam R. Sachs
c/o Brookﬁeld Place,
250 Vesey Street,
New York, New York
10281-1023
Born: 1984
Mohamed S. Rasul
c/o Brookﬁeld Place,
250 Vesey Street,
New York, New York
10281-1023
Born: 1981

42

BrookfieldBROOKFIELD INFRASTRUCTURE INCOME FUND INC.
Information Concerning Directors and Officers (Unaudited) (continued)

1

The term of office of the Independent Directors is indefinite.

The Brookfield fund complex (the “Fund Complex”) is comprised of the Fund, Brookfield Investment Funds (six series ofunderlying portfolios), Brookfield Infrastructure Income Fund Inc., Brookfield Real Assets Income Fund Inc. and Oaktree
Diversified Income Fund Inc.
2

This column includes only directorships of companies required to report to the SEC under the 1934 Act (i.e., publiccompanies) or other investment companies registered under the 1940 Act.
3

Directors who are not considered to be “interested persons” of the Fund as defined in the 1940 Act are considered to be“Independent Directors.”
4

The Fund’s Statement of Additional Information includes additional information about the directors, and is available, withoutcharge, upon request by calling 1-855-777-8001.

2023 Annual Report

43

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.

44

Brookfield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.

2023 Annual Report45

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