As filed with the Securities and Exchange Commission on January 10,
2024
Securities Act File No. [·]
Investment Company Act File No. 811-23157
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-2
(Check Appropriate Box or Boxes)
| x |
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |
| ¨ |
Pre-Effective Amendment No. |
| ¨ |
Post-Effective Amendment No. |
and/or
| x |
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |
| x |
Amendment No. 5 |
| |
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BROOKFIELD REAL ASSETS INCOME FUND INC.
(Exact Name of Registrant as Specified in Charter)
Brookfield Place, 250 Vesey Street
New York, New York 10281-1023
(Address of Principal Executive Offices)
Registrant’s Telephone Number, including
Area Code: (212) 417-7049
Brian F. Hurley, Esq.
Brookfield Real Assets Income Fund Inc.
Brookfield Place, 250 Vesey Street
New York, New York 10281-1023
(Name and Address of Agent for Service)
| |
| Copies to: |
| |
Craig A. Ruckman, Esq.
Brookfield Public Securities Group LLC
Brookfield Place
250 Vesey Street
New York, New York 10281-1023 |
Michael R. Rosella, Esq.
Thomas D. Peeney, Esq.
Paul Hastings LLP
200 Park Avenue
New York, New York 10166
(212) 318-6800 |
| |
|
Approximate date of proposed public offering:
From time to time after the effective date of this registration statement.
| ¨ | Check
box if the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans. |
| x | Check
box if any securities being registered on this Form will be offered on a delayed or
continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities
Act”), other than securities offered in connection with a dividend reinvestment plan. |
| x | Check
box if this Form is a registration statement pursuant to General Instruction A.2 or
a post-effective amendment thereto. |
| ¨ | Check
box if this Form is a registration statement pursuant to General Instruction B or a
post-effective amendment thereto that will become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act. |
| ¨ | Check
box if this Form is a post-effective amendment to a registration statement filed pursuant
to General Instruction B to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act. |
It is proposed that this filing will become
effective (check appropriate box):
| ¨ | when
declared effective pursuant to Section 8(c) of the Securities Act. |
If appropriate, check the following box:
| ¨ | This
[post-effective] amendment designates a new effective date for a previously filed [post-effective
amendment] [registration statement]. |
| ¨ | This
Form is filed to register additional securities for an offering pursuant to Rule 462(b) under
the Securities Act, and the Securities Act registration statement number of the earlier effective
registration statement for the same offering is: |
| ¨ | This
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, and the Securities Act registration statement number of the earlier effective
registration statement for the same offering is: |
| ¨ | This
Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, and the Securities Act registration statement number of the earlier effective
registration statement for the same offering is: |
Check each box that appropriately characterizes
the Registrant:
| x | Registered
Closed-End Fund (closed-end company that is registered under the Investment Company Act of
1940 (“Investment Company Act”)). |
| ¨ | Business
Development Company (closed-end company that intends or has elected to be regulated as a
business development company under the Investment Company Act). |
| ¨ | Interval
Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase
offers under Rule 23c-3 under the Investment Company Act). |
| x | A.2
Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form). |
| ¨ | Well-Known
Seasoned Issuer (as defined by Rule 405 under the Securities Act). |
| ¨ | Emerging
Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange
Act”)). |
| ¨ | If
an Emerging Growth Company, indicate by check mark if the registrant has elected not to use
the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of Securities Act. |
| ¨ | New
Registrant (registered or regulated under the Investment Company Act for less than 12 calendar
months preceding this filing). |
THE REGISTRANT
HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS
THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
The information in this Prospectus
is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange
Commission is effective. This Prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
Subject to Completion,
Preliminary Base Prospectus dated January 10, 2024
BASE PROSPECTUS
dated [·], 2024
$400,000,000
Brookfield Real Assets Income Fund Inc.
COMMON SHARES
PREFERRED SHARES
SUBSCRIPTION RIGHTS TO PURCHASE COMMON SHARES
SUBSCRIPTION RIGHTS TO PURCHASE PREFERRED SHARES
Important note. As permitted by regulations adopted
by the Securities and Exchange Commission, paper copies of the Fund’s annual and semi-annual stockholder 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. You may elect to receive all future reports in paper free of charge. If you invest through a financial
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 directly with the Fund.
Brookfield Real Assets Income Fund Inc., a Maryland
corporation (the “Fund”), is a diversified, closed-end management investment company registered under the Investment Company
Act of 1940, as amended (the “1940 Act”). The Fund’s investment objective is to seek high total return, primarily through
high current income and secondarily, through growth of capital. No assurance can be given that the Fund’s investment objective will
be achieved. Brookfield Public Securities Group LLC (“PSG,” or the “Adviser”) serves as investment adviser to
the Fund.
Under normal market conditions, the Fund will
invest at least 80% of its average daily net assets plus the amount of any borrowings for investment purposes (the “Managed Assets”)
in the securities and other instruments of companies and issuers in the “real assets” asset class, which includes real estate
securities, infrastructure securities; and natural resources securities (collectively, “Real Asset Companies and Issuers”).
The Fund may change the 80% Policy without stockholder approval upon at least 60 days’ prior written notice to stockholders. The
Fund normally expects to invest at least 65% of its Managed Assets in fixed income securities of Real Asset Companies and Issuers and
in derivatives and other instruments that have economic characteristics similar to such securities. Under normal market conditions, the
Fund will invest more than 25% of its total assets in the real estate industry. The policy of concentration is a fundamental policy. This
fundamental policy and the investment restrictions described in the Statement of Additional Information under the caption “Investment
Restrictions” cannot be changed without the approval of the holders of a majority of the Fund’s outstanding voting securities.
An investment in the Fund is not appropriate for all investors. No assurances can be given that the Fund’s objectives will be achieved.
The Fund may offer, from time to time, in one
or more offerings, common shares or preferred shares, each having a par value of $0.001 per share, or subscription rights to purchase
our common shares or preferred shares (the “Offer”). Shares may be offered at prices and on terms to be set forth in one or
more supplements to this Prospectus (each, a “Prospectus Supplement”). You should read this Prospectus and the applicable
Prospectus Supplement carefully before you invest in our shares.
Our shares may be offered through agents designated
from time to time by us, directly to purchasers, or through a combination of these methods. The Prospectus Supplement relating to the
offering will identify any agents involved in the sale of our shares, and will set forth any applicable purchase price, fee, commission,
or discount arrangement between us and any agents or the basis upon which such amount may be calculated. The Prospectus Supplement relating
to any sale of preferred shares will set forth the liquidation preference and information about the dividend period, dividend rate, any
call protection or non-call period and other matters. We may not sell any of our shares through agents without delivery of a Prospectus
Supplement describing the method and terms of the particular offering of our shares.
Our common shares are listed on the New York
Stock Exchange (“NYSE”) under the symbol “RA.” On January 8, 2024, the last reported sale price of our common
shares was $13.18 per share. The net asset value (“NAV”) of the Fund’s common shares at the close of business on January
8, 2024, was $14.84 per share. Shares of closed-end funds could trade at a discount to NAV. This creates a risk of loss for an investor
purchasing shares in a public offering.
Investing in our securities involves certain risks.
You could lose some or all of your investment. Shares of closed-end investment companies frequently trade at a discount to their NAV and
this may increase the risk of loss to purchasers of our securities. You should consider carefully these risks together with all of the
other information contained in this Prospectus and any Prospectus Supplement before making a decision to purchase our securities.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION
(THE “SEC”) NOR ANY STATE SECURITY COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS
IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This Prospectus sets forth concisely information
about the Fund you should know before investing. Please read this Prospectus carefully before deciding whether to invest and retain it
for future reference. A Statement of Additional Information dated [·],
2024 (the “SAI”) has been filed with the SEC. A table of contents to the SAI is located on page 46 of this Prospectus.
This Prospectus incorporates by reference the entire SAI. The SAI is available along with other Fund-related materials at the SEC’s
public reference room in Washington, DC (call 1-202-551-8090 for information on the operation of the reference room), on the EDGAR database
on the SEC’s internet site (http://www.sec.gov), upon payment of copying fees by writing to the SEC’s Public Reference Section,
100 F Street, N.E., Washington, DC 20549-0102, or by electronic mail at publicinfo@sec.gov.
You may also request a free copy of the SAI, annual
and semi-annual reports to stockholders, when available, and additional information about the Fund, and may make other stockholder inquiries,
by calling 1-855-777-8001, by writing to the Fund or visiting the Fund’s website https://publicsecurities.brookfield.com/en
The securities do not represent a deposit or obligation
of, and are not guaranteed by or endorsed by, any bank or other insured depositary institution, and are not federally insured by the Federal
Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.
You should rely only on the information contained
or incorporated by reference in this Prospectus. The Fund has not authorized any other person to provide you with different information.
If anyone provides you with different or inconsistent information, you should not rely on it. The Fund is not making an offer to sell
these securities in any jurisdiction where the offer or sale is not permitted.
TABLE OF CONTENTS
Page
Cautionary Notice Regarding Forward-Looking
Statements
This Prospectus, any accompanying Prospectus Supplement
and the SAI contain “forward-looking statements.” Forward-looking statements can be identified by the words “may,”
“will,” “intend,” “expect,” “estimate,” “continue,” “plan,” “anticipate,”
and similar terms and the negative of such terms. Such forward-looking statements may be contained in this Prospectus as well as in any
accompanying Prospectus Supplement. By their nature, all forward-looking statements involve risks and uncertainties, and actual results
could differ materially from those contemplated by the forward-looking statements. Several factors that could materially affect our actual
results are the performance of the portfolio of securities we hold, the price at which our shares will trade in the public markets and
other factors discussed in our periodic filings with the SEC. Currently known risk factors that could cause actual results to differ materially
from our expectations include, but are not limited to, the factors described in the “Risk Factors and Special Considerations”
section of this Prospectus. We urge you to review carefully that section for a more detailed discussion of the risks of an investment
in our securities.
Although we believe that the expectations expressed
in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in our forward-looking
statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change
and are subject to inherent risks and uncertainties, such as those disclosed in the Fund’s Annual Report under the heading “Additional
Fund Information—Risk Factors and Special Considerations,” which is also incorporated by reference into this Prospectus and
any accompanying Prospectus Supplement. All forward-looking statements contained or incorporated by reference in this Prospectus or any
accompanying Prospectus Supplement are made as of the date of this Prospectus or the accompanying Prospectus Supplement, as the case may
be. Except for our ongoing obligations under the federal securities laws, we do not intend, and we undertake no obligation, to update
any forward-looking statement. The forward-looking statements contained in this Prospectus, any accompanying Prospectus Supplement and
the SAI are excluded from the safe harbor protection provided by section 27A of the Securities Act of 1933, as amended (the “Securities
Act”).
Prospectus Summary
The following summary is qualified in its entirety
by reference to the more detailed information appearing elsewhere or incorporated by reference in this Prospectus. It may not contain
all of the information that you should consider before investing in the securities offered by this Prospectus. Accordingly, you are encouraged
to carefully read the entire Prospectus, any related Prospectus Supplement, the SAI, and any documents incorporated by reference into
the above documents, as well as financial statements and related notes. As used in this Prospectus, the terms “the Fund,”
“our,” and “us” refer to the Brookfield Real Assets Income Fund Inc., a diversified, closed-end management investment
company organized as a corporation under the laws of the State of Maryland, unless the context suggests otherwise.
THE OFFER AT A GLANCE
Purpose of the Offer
We may offer, from time to time, in one or more
offerings or series, together or separately, up to $400,000,000 of our common shares, preferred shares or subscription rights to purchase
common shares or preferred shares, which we refer to, collectively, as the “securities.” We may sell our securities through
agents, underwriters or dealers, “at the market” to or through a market maker into an existing trading market or otherwise
directly to one or more purchasers, or through a combination of methods of sale. The identities of such agents, underwriters, dealers,
or market makers as the case may be, will be described in one or more supplements to this Prospectus. The securities may be offered at
prices and on terms to be described in one or more supplements to this Prospectus. In the event we offer common shares, the offering
price per share of our common shares exclusive of any underwriting commissions or discounts will not be less than the net asset value
(“NAV”) per share of our common shares at the time we make the offering except as permitted by applicable law. To the extent
that the Fund issues common shares and current stockholders do not participate, those current stockholders may experience a dilution
of their voting rights as new shares are issued to the public. Depending on the facts, any issuance of new common shares may also have
the effect of reducing any premium to per share net asset value at which the shares might trade and the market price at which the shares
might trade.
We may offer our securities directly to one or
more purchasers, through agents that we or they designate from time to time, or to or through underwriters or dealers. The Prospectus
Supplement relating to the relevant offering will identify any agents, underwriters, dealers involved in the sale of our securities, and
will set forth any applicable purchase price, fee, commission or discount arrangement between us and such agents or underwriters or among
underwriters or dealers and the basis upon which such amount may be calculated. See “Plan of Distribution.” Our securities
may not be sold through agents, underwriters or dealers without delivery or deemed delivery of a Prospectus and Prospectus Supplement
describing the method and terms of the applicable offering of our securities.
Use of Proceeds
The net proceeds of an offering will be invested
in accordance with the Fund’s investment objective and investment policies as set forth below. It is presently anticipated that
the Fund will be able to invest substantially all of the net proceeds of an offering in accordance with its investment objective and investment
policies within approximately three months of receipt by the Fund of the proceeds from the offering, depending on the amount and timing
of proceeds available to the Fund, as well as the availability of investments consistent with the Fund’s investment objective and
investment policies, and except to the extent proceeds are held in cash to pay dividends or expenses, or for temporary defensive purposes.
THE FUND AT A GLANCE
Information Regarding the Fund
Brookfield Real Assets Income Fund Inc. (the “Fund”)
is a diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940
Act”). The Fund was formed from the reorganizations of three closed-end funds, as further described below, and commenced operations
on December 5, 2016. The Fund’s shares are listed on the New York Stock Exchange (“NYSE”) and trade under the ticker
symbol “RA.” The Fund was incorporated under the laws of the State of Maryland on October 6, 2015.
The Fund was formed from the reorganizations of
each of Brookfield Mortgage Opportunity Income Fund Inc. (NYSE: BOI), Brookfield High Income Fund Inc. (NYSE: HHY), and Brookfield Total
Return Fund Inc. (NYSE: HTR) (collectively, the “Target Funds”) into the Fund (each, a “Reorganization” and together,
the “Reorganizations”). As a result of the Reorganizations, common stockholders of HHY, HTR and BOI, respectively, received
an amount of RA common shares equal to the aggregate net asset value of their holdings of HHY, HTR and BOI common shares, as applicable,
as determined at the close of business on December 2, 2016. As a result of the Reorganizations, the assets of the Target Funds were
combined, and the stockholders of each Target Fund became stockholders of the Fund.
Following the Reorganizations, another fund, Brookfield
Global Listed Infrastructure Income Fund Inc. (NYSE: INF), was reorganized into the Fund (also, a “Reorganization”). As a
result of this Reorganization, common stockholders of INF received newly issued common shares of RA, par value $0.001 per share, the aggregate
net asset value (not the market value) of which will equal the aggregate net asset value (not the market value) of the common shares of
INF held immediately prior to the Reorganization, less the costs of such Reorganization.
The Fund is treated as the survivor of the Reorganizations
for accounting and performance reporting purposes. Accordingly, all performance and other information shown for the Fund is from its commencement
of operations date on December 5, 2016, and there is no historical performance or other information to present for the Target Funds.
Investment Objective
The Fund’s investment objective is to seek
high total return, primarily through high current income and secondarily, through growth of capital.
The Fund’s investment objective is not fundamental
and may be changed without stockholder approval. Stockholders will be provided with at least 60 days’ prior written notice of any
change in the Fund’s investment objective.
As a fundamental policy, the Fund will not purchase
a security if, as a result, with respect to 75% of its total assets, more than 5% of the Fund’s total assets would be invested in
securities of a single issuer or more than 10% of the outstanding voting securities of the issuer would be held by the Fund. This policy
may not be changed without a stockholder vote.
The Fund makes investments that will result in
the concentration (as that term is used in the 1940 Act) of its assets. Under normal market conditions, the Fund will invest more than
25% of its total assets in the real estate industry. The policy of concentration is a fundamental policy. This fundamental policy and
the investment restrictions described in the Statement of Additional Information under the caption “Investment Restrictions”
cannot be changed without the approval of the holders of a majority of the Fund’s outstanding voting securities. Such majority vote
requires the approval of the lesser of (i) 67% of the Fund’s shares represented at a meeting at which more than 50% of the
Fund’s shares outstanding are represented, whether in person or by proxy, or (ii) more than 50% of the outstanding shares.
Principal Investment Policies
The Fund seeks to achieve its investment objective
by investing primarily in the securities and other instruments of companies and issuers in the “real assets” asset class,
which includes real estate securities, infrastructure securities; and natural resources securities (“Real Asset Companies and Issuers”).
Under normal market conditions, the Fund will invest at least 80% of its average daily net assets plus the amount of any borrowings for
investment purposes (“Managed Assets”) in the securities and other instruments of Real Asset Companies and Issuers. The Fund
may change the 80% Policy without stockholder approval upon at least 60 days’ prior written notice to stockholders. The Fund normally
expects to invest at least 65% of its Managed Assets in fixed income securities of Real Asset Companies and Issuers and in derivatives
and other instruments that have economic characteristics similar to such securities. Real Asset Companies and Issuers includes the following
categories:
The Fund actively trades portfolio investments.
The Fund may invest in securities and instruments of companies of any size market capitalization. The Fund will invest in companies located
throughout the world and there is no limitation on the Fund’s investments in foreign securities or instruments or in emerging markets.
An “emerging market” country is any country that is included in the MSCI Emerging Markets Index. The amount invested outside
the United States may vary, and at any given time, the Fund may have a significant exposure to non-U.S. securities. The Fund may invest
in securities of foreign companies in the form of American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”)
and European Depositary Receipts (“EDRs”). Generally, ADRs in registered form are dollar denominated securities designed for
use in the U.S. securities markets, which represent and may be converted into an underlying foreign security. GDRs, in bearer form, are
designated for use outside the United States. EDRs, in bearer form, are designed for use in the European securities markets.
The Fund has flexibility in the relative weightings
given to each of these categories. In addition, the Fund may, in the future, invest in additional investment categories other than those
listed herein, to the extent consistent with the Fund’s investment objective.
The Fund may, in the future, invest in additional
investment categories other than those listed herein, to the extent consistent with its investment objective. The Fund may invest without
limit in investment grade and below investment grade, high yield fixed income securities (commonly referred to as “junk bonds”).
The Fund may also invest in restricted (“144A”) or private securities, asset-backed securities (“ABS”), including
mortgage-related debt securities and other mortgage-related instruments (collectively, “Mortgage-Related Investments”), collateralized
loan obligations, bank loans (including covenant-lite obligations, participations, assignments, senior loans, delayed funding loans and
revolving credit facilities), exchange-traded notes, and securities issued and/or guaranteed by the U.S. Government, its agencies or instrumentalities
or sponsored corporations. The Fund considers Mortgage-Related Investments to consist of, but not be limited to, mortgage-backed securities
(“MBS”) of any kind; interests in loans and/or whole loan pools of mortgages, loans or other instruments used to finance long-term
infrastructure, industrial projects and public services; mortgage REITs; ABS that are backed by interest in real estate, land or other
types of assets; and securities and other instruments issued by mortgage servicers. The Fund’s investments in MBS may include Residential
Mortgage-Backed Securities (“RMBS”) or Commercial Mortgage-Backed Securities (“CMBS”). The Fund may invest in
fixed income securities and other debt instruments of any maturity and credit quality, including securities that are unrated. The securities
the Fund may invest in may have fixed, floating or variable rates. Under normal market conditions, the Fund will invest more than 25%
of its total assets in the real estate industry. For purposes of this limitation, obligations issued or guaranteed by the U.S. government
or its agencies or instrumentalities will not be considered members of any industry. The Fund will also invest in a variety of industries
related to real assets, including among others, infrastructure and natural resources, as described below.
The Fund defines a real estate security as any
company or issuer that (i) derives at least 50% of its revenues from the ownership, operation, development, construction, financing,
management or sale of commercial, industrial or residential real estate and similar activities, or (ii) commits at least 50% of its
assets to activities related to real estate.
For purposes of selecting investments in real
estate securities, the Fund defines the real estate sector broadly. It includes, but is not limited to, the following:
| · | real estate investment trusts (“REITs”); |
| · | real estate operating companies (“REOCs”); |
| · | brokers, developers and builders of residential, commercial, and industrial properties; |
| · | property management firms; |
| · | finance, mortgage, and mortgage servicing firms; |
| · | construction supply and equipment manufacturing companies; |
| · | firms dependent on real estate holdings for revenues and profits, including lodging, leisure, timber,
mining and agriculture companies; and |
| · | debt securities, including securitized obligations, which are predominantly (i.e., at least 50%)
supported by real estate assets. |
REITs are companies that own interests in real
estate or in real estate related loans or other interests, and their revenue primarily consists of rent derived from owned, income producing
real estate properties and capital gains from the sale of such properties. A REIT in the United States is generally not taxed on income
distributed to stockholders so long as it meets tax-related requirements, including the requirement that it distribute substantially all
of its taxable income to its stockholders. Dividends from REITs are not “qualified dividends” and therefore are taxed as ordinary
income rather than at the reduced capital gains rate. REIT-like entities are organized outside of the United States and maintain operations
and receive tax treatment similar to that of U.S. REITs. The Fund retains the ability to invest in real estate companies of any size market
capitalization. The Fund will not invest in real estate directly.
REOCs are real estate companies that have not
elected to be taxed as REITs and therefore are not required to distribute taxable income and have fewer restrictions on what they can
invest in.
The Fund defines an infrastructure security as,
any company or issuer that (i) derives at least 50% of its revenue or profits, either directly or indirectly, from infrastructure
assets, or (ii) commits at least 50% of its assets to activities related to infrastructure.
For purposes of selecting investments in infrastructure
securities, the Fund defines the infrastructure sector broadly. It includes, but is not limited to, the physical structures, networks
and systems of transportation, energy, water and sewage, and communication. Infrastructure assets include the following:
| · | toll roads, bridges and tunnels; |
| · | electricity generation and transmission and distribution lines; |
| · | gathering, treating, processing, fractionation, transportation and storage of hydrocarbon products; |
| · | water and sewage treatment and distribution pipelines; |
| · | communication towers and satellites; |
| · | other companies with direct and indirect involvement in infrastructure through the development, construction
or operation of infrastructure assets. |
Infrastructure securities also include master
limited partnerships (“MLPs”).
An MLP is a publicly traded company organized
as a limited partnership or limited liability company and treated as a partnership for federal income tax purposes. MLPs may derive income
and gains from the exploration, development, mining or production, processing, refining, transportation (including pipelines transporting
gas, oil, or products thereof), or the marketing of any mineral or natural resources. MLPs generally have two classes of owners, the general
partner and limited partners. The general partner of an MLP is typically owned by one or more of the following: a major energy company,
an investment fund, or the direct management of the MLP. The general partner may be structured as a private or publicly traded corporation
or other entity. The general partner typically controls the operations and management of the MLP through an up to 2% equity interest in
the MLP plus, in many cases, ownership of common units and subordinated units. Limited partners own the remainder of the partnership,
through ownership of common units, and have a limited role in the partnership’s operations and management. From time to time, the
energy sector will experience volatility as a result of fluctuations in the price of oil and such volatility may continue in the future.
As a result, MLPs that invest in the oil industry are subject to greater volatility than MLPs that do not invest in the oil sector.
From time to time, the Fund may invest in stapled
securities to gain exposure to certain infrastructure companies. A stapled security is a security that is comprised of two parts that
cannot be separated from one another. The two parts of a stapled security are a unit of a trust and a share of a company. The resulting
security is influenced by both parts, and must be treated as one unit at all times, such as when buying or selling a security. The value
of stapled securities and the income derived from them may fall as well as rise. Stapled securities are not obligations of, deposits in,
or guaranteed by, the Fund. The listing of stapled securities on a domestic or foreign exchange does not guarantee a liquid market for
stapled securities.
The Fund defines a natural resources security
as, any company or issuer that derives at least 50% of its revenues, profits or value, either directly or indirectly, from natural resources
assets including, but not limited to:
| · | timber and agriculture assets and securities; |
| · | commodities and commodity-linked assets and securities, including, but not limited to, precious metals,
such as gold, silver and platinum, ferrous and nonferrous metals, such as iron, aluminum and copper, metals such as uranium and titanium,
hydrocarbons such as coal, oil and natural gas, timberland, undeveloped real property and agricultural commodities; and |
| · | energy, including the exploration, production, processing and manufacturing of hydrocarbon-related and
chemical-related products. |
Commodities are assets that have tangible properties,
such as oil, coal, natural gas, agricultural products, industrial metals, livestock and precious metals. In order to gain exposure to
the commodities markets without investing directly in physical commodities, the Fund may invest in commodity index-linked notes. Commodity
index-linked notes are derivative debt instruments with principal and/or coupon payments linked to the performance of commodity indices.
These notes are sometimes referred to as “structured notes” because the terms of these notes may be structured by the issuer
and the purchaser of the note. The value of these notes will rise or fall in response to changes in the underlying commodity index and
will be subject to credit and interest rate risks that typically affect debt securities.
The Fund may also invest up to 35% of its Managed
Assets in equities, including common stock, preferred stock, convertible stock, and open-end and closed-end investment companies, including
exchange-traded products. The Fund may invest up to 20% of its Managed Assets in fixed income securities other than those of Real Asset
Companies and Issuers, including in treasury inflation protection securities and other inflation-linked fixed income securities.
The Adviser will determine the Fund’s strategic
allocation with respect to its debt and equity investments as well as its strategic allocation with respect to its investment sub-portfolios.
The Fund intends to use leverage to seek to achieve
its investment objective. The Fund currently anticipates obtaining leverage through reverse repurchase agreements and through borrowings
from banks and/or other financial institutions. As a non-fundamental policy that may be changed by the Fund’s Board of Directors
(the “Board” or the “Board of Directors”), the Fund may issue preferred shares or borrow money and issue debt
securities (“traditional leverage”) with an aggregate liquidation preference and aggregate principal amount up to 331/3%
of the Fund’s total assets. The use of borrowing techniques, preferred shares, debt or effective leverage (defined below) to leverage
the common shares will involve greater risk to common stockholders. The Fund will monitor interest rates and market conditions and anticipates
that it will leverage the common shares at some point in the future if the Fund’s Board determines that it is in the best interest
of the Fund and its common stockholders. In addition, the Fund may enter into reverse repurchase agreements, swaps, futures, securities
lending, or short sales, that may provide leverage (collectively referred to as “effective leverage”). Such effective leverage
will be considered leverage for the Fund’s leverage limits.
The 1940 Act generally prohibits the Fund from
engaging in most forms of leverage (including the use of bank loans or other credit facilities, and loans of portfolio securities) unless
immediately after the issuance of the leverage the Fund has satisfied the asset coverage test with respect to senior securities representing
indebtedness prescribed by the 1940 Act; that is, the value of the Fund’s total assets less all liabilities and indebtedness not
represented by senior securities (for these purposes, “total assets”) is at least 300% of the senior securities representing
indebtedness (effectively limiting the use of leverage through senior securities representing indebtedness to 331/3%
of the Fund’s total assets in accordance with the 1940 Act). In addition, the Fund is not permitted to declare any cash dividend
or other distribution on Shares unless, at the time of such declaration, this asset coverage test is satisfied. For the purpose of borrowing
money, “asset coverage” means the ratio that the value of the Fund’s total assets, minus liabilities other than borrowings,
bears to the aggregate amount of all borrowings. Certain trading practices and investments may be considered to be borrowings and thus
subject to the 1940 Act restrictions. On the other hand, certain practices and investments may involve leverage but are not considered
to be borrowings under the 1940 Act, such as the purchasing of securities on a when-issued or delayed delivery basis, entering into reverse
repurchase agreements, credit default swaps or futures contracts, engaging in short sales and writing options on portfolio securities,
so long as the Fund complies with an applicable exemption in Rule 18f-4. Borrowing, especially when used for leverage, may cause
the value of the Fund’s shares to be more volatile than if the Fund did not borrow. This is because borrowing tends to magnify the
effect of any increase or decrease in the value of the Fund’s portfolio holdings. Borrowed money thus creates an opportunity for
greater gains, but also greater losses. To the extent that the Fund engages in borrowings, it may prepay a portion of the principal amount
of the borrowing to the extent necessary in order to maintain the required asset coverage. Failure to maintain certain asset coverage
requirements could result in an event of default.
The Adviser utilizes a fundamental, bottom-up,
value-based selection methodology, taking into account short-term considerations, such as temporary market mispricing, and long-term considerations,
such as values of assets and cash flows. Founded in 1989, the Adviser is an indirect wholly-owned subsidiary of Brookfield Asset Management
ULC, an unlimited liability company formed under the laws of British Columbia, Canada (“BAM ULC”). Brookfield Corporation,
a publicly traded company (NYSE: BN; TSX: BN), holds a 75% interest in BAM ULC, while Brookfield Asset Management Ltd., a publicly traded
company (NYSE: BAM; TSX: BAMA) (“Brookfield Asset Management”), holds a 25% interest in BAM ULC. Brookfield Asset Management
is a leading global alternative asset manager focused on real estate, renewable power, infrastructure and private equity, with assets
under management of approximately $[·] billion as of [·]. In addition to the Fund, the 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 Adviser specializes in global listed real assets strategies and its investment philosophy incorporates a value-based approach
towards investment. The Adviser also provides advisory services to several other registered investment companies. As of [·], the
Adviser and its affiliates had approximately $[·] billion in assets under management. The Adviser’s principal offices are located
at Brookfield Place, 250 Vesey Street, New York, New York 10281-1023.
Distributions and Dividends
The Fund intends to distribute to common stockholders
all or a portion of its net investment income monthly and net realized capital gains, if any, at least annually. Under normal market conditions,
the Fund intends to distribute substantially all of its distributable cash flows, less Fund expenses, to stockholders monthly. 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 of common 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 maintain more stable 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 and the Fund’s distribution policy may be changed by the
Board of Directors at any time, there can be no assurance that the Fund will pay distributions or dividends. Distributions are subject
to re-characterization for federal income tax purposes after the end of the fiscal year.
In the event that the total distributions on the
Fund’s shares exceed the Fund’s current and accumulated earnings and profits allocable to such shares, the excess distributions
will generally be treated as a tax free return of capital (to the extent of the stockholder’s tax basis in the shares). A return
of capital is a return to investors of a portion of their original investment in the Fund rather than income or capital gain. Stockholders
should not assume that the source of a distribution from the Fund is net profit or income. Distributions sourced from paid-in capital
should not be considered the current yield or the total return from an investment in the Fund. The amount treated as a tax free return
of capital will reduce a stockholder’s adjusted tax basis in the shares of common shares (but not below zero), thereby increasing
the stockholder’s potential taxable gain or reducing the potential loss on the sale of the shares.
Distributions paid by the Fund will be reinvested
in additional shares of the Fund, unless a stockholder elects to receive all distributions in cash.
Market Price of Shares
In addition to net asset value, the market price
of the common shares may be affected by such factors as the Fund’s dividend and distribution levels (which are affected by expenses)
and stability, market liquidity, market supply and demand, unrealized gains, general market and economic conditions and other factors.
The common shares are designed primarily for long-term
investors, and you should not purchase common shares of the Fund if you intend to sell them shortly after purchase.
Plan of Distribution
We may sell our securities from time to time on
an immediate, continuous or delayed basis, in one or more offerings under this Prospectus and any applicable Prospectus Supplement in
any one or more of the following ways (1) directly to one or more purchasers, (2) through agents for the period of their appointment,
(3) to underwriters as principals for resale to the public, (4) to dealers as principals for resale to the public, (5) through,
in the case of our common shares, “at-the-market” transactions or (6) pursuant to our Dividend Reinvestment Plan.
The securities may be sold from time to time in
one or more transactions at a fixed price or fixed prices, which may change; at prevailing market prices at the time of sale; prices related
to prevailing market prices; at varying prices determined at the time of sale; or at negotiated prices. The applicable Prospectus Supplement
will describe the method of distribution of our securities offered therein. Each Prospectus Supplement relating to an offering of our
securities will state the terms of the offering.
Risk Factors and Special Considerations
You should carefully consider the following principal
risk factors, as well as the other information in this Prospectus, before making an investment in the Fund under this Offer.
Market Discount Risk. Whether investors
will realize gains or losses upon the sale of the Fund’s common shares will depend upon the market price of the shares at the time
of sale, which may be less or more than the Fund’s NAV per share. Since the market price of the Fund’s common shares will
be affected by various factors such as the Fund’s dividend and distribution levels (which are in turn affected by expenses), dividend
and distribution stability, NAV, market liquidity, the relative demand for and supply of the common shares in the market, unrealized gains,
general market and economic conditions and other factors beyond the control of the Fund, it is impossible to predict whether the Fund’s
common shares will trade at, below or above NAV or at, below or above the public offering price.
Health Crisis Risk. An outbreak of an infectious
respiratory illness, COVID-19, caused by a novel coronavirus has resulted in travel restrictions, disruption of healthcare systems, prolonged
quarantines, cancellations, supply chain disruptions, lower consumer demand, layoffs, ratings downgrades, defaults and other significant
economic impacts. Certain markets have experienced temporary closures, extreme volatility, severe losses, reduced liquidity and increased
trading costs. In particular, COVID-19 has resulted in substantial market volatility and global business disruption, impacting the global
economy and the financial health of individual companies in significant and unforeseen ways. The duration and future impact of COVID-19
are currently unknown, which may exacerbate other types of risks that apply to the Fund and negatively impact Fund performance and the
value of your investment in the Fund. It is not possible to determine the ultimate impact of COVID-19 at this time. Further, the extent
and strength of any economic recovery after the COVID-19 pandemic abates is uncertain and subject to various factors and conditions, including
the emergence of other infectious illness outbreaks that may have similar impacts. Accordingly, an investment in the Fund is subject to
an elevated degree of risk as compared to other market environments.
High Yield (“Junk”) Securities
Risk. Investors should recognize that below investment grade and unrated securities in which the Fund will invest subject Fund stockholders
to greater levels of credit risk, call risk and liquidity risk than funds that do not invest in such securities. Generally, lower rated
or unrated securities of equivalent credit quality offer a higher return potential than higher rated securities but involve greater volatility
of price and greater risk of loss of income and principal, including the possibility of a default or bankruptcy of the issuers of such
securities. Lower rated securities and comparable unrated securities will likely have larger uncertainties or major risk exposure to adverse
conditions and are predominantly speculative. The occurrence of adverse conditions and uncertainties would likely reduce the value of
securities held by the Fund, with a commensurate effect on the value of the Fund’s common shares.
Distressed Securities Risk. An investment
in the securities of financially distressed issuers can involve substantial risks. These securities may present a substantial risk of
default or may be in default at the time of investment. The Fund may incur additional expenses to the extent it is required to seek recovery
upon a default in the payment of principal or interest on its portfolio holdings. In any reorganization or liquidation proceeding relating
to a portfolio company, the Fund may lose its entire investment or may be required to accept cash or securities with a value less than
its original investment. Among the risks inherent in investments in a troubled entity is the fact that it frequently may be difficult
to obtain information as to the true financial condition of such issuer. The Adviser’s judgment about the credit quality of the
issuer and the relative value and liquidity of its securities may prove to be wrong.
Collateralized Loan Obligation (“CLO”)
Risk. CLOs and other similarly structured securities are types of asset-backed securities. The cash flows from the CLO trust are split
into two or more portions, called tranches, varying in risk and yield. The riskiest portion is the “equity” tranche which
bears the bulk of defaults from the loans in the trust and serves to protect the other, more senior tranches from default in all but the
most severe circumstances. Since it is partially protected from defaults, a senior tranche from a CLO trust typically has higher ratings
and lower yields than the underlying securities, and can be rated investment grade. Despite the protection from the equity tranche, CLO
tranches can experience substantial losses due to actual defaults, increased sensitivity to defaults due to collateral default and disappearance
of protecting tranches, market anticipation of defaults and aversion to CLO securities as a class. The risks of an investment in a CLO
depend largely on the collateral and the class of the CLO in which the Fund invests. Normally, CLOs and other similarly structured securities
are privately offered and sold, and thus are not registered under the securities laws. As a result, investments in CLOs may be characterized
by the Fund as illiquid securities; however, an active dealer market, or other relevant measures of liquidity, may exist for CLOs allowing
a CLO potentially to be deemed liquid by the Adviser under liquidity policies approved by the Fund’s Board of Directors. In addition
to the risks associated with debt instruments (e.g., interest rate risk and credit risk), CLOs carry additional risks including,
but not limited to: (i) the possibility that distributions from collateral securities will not be adequate to make interest or other
payments; (ii) the quality of the collateral may decline in value or default; (iii) the possibility that the Fund may invest
in CLOs that are subordinate to other classes; and (iv) the complex structure of the security may not be fully understood at the
time of investment and may produce disputes with the issuer or unexpected investment results.
Mortgage and Asset-Backed Securities. The
Fund may invest in a variety of mortgage related and other asset-backed securities, including both commercial and residential mortgage
securities and other mortgage backed instruments issued on a public or private basis. Mortgage backed securities represent the right to
receive a portion of principal and/or interest payments made on a pool of residential or commercial mortgage loans. When interest rates
fall, borrowers may refinance or otherwise repay principal on their mortgages earlier than scheduled. When this happens, certain types
of mortgage backed securities will be paid off more quickly than originally anticipated and the Fund will have to invest the proceeds
in securities with lower yields. This risk is known as “prepayment risk.” When interest rates rise, certain types of mortgage
backed securities will be paid off more slowly than originally anticipated and the value of these securities will fall. This risk is known
as “extension risk.” Because of prepayment risk, mortgage backed securities react differently to changes in interest rates
than other fixed income securities. Small movements in interest rates (both increases and decreases) may quickly and significantly reduce
the value of certain mortgage backed securities.
Residential Mortgage Backed Securities Risk.
The investment characteristics of RMBS differ from those of traditional debt securities. The major differences include the fact that,
on certain RMBS, prepayments of principal may be made at any time. Prepayment rates are influenced by changes in current interest rates
and a variety of economic, geographic, social and other factors and cannot be predicted with certainty. Subordinated classes of collateralized
mortgage obligations are entitled to receive repayment of principal in many cases only after all required principal payments have been
made to more senior classes and also have subordinated rights as to receipt of interest distributions. Such subordinated classes are subject
to a greater risk of non-payment than are senior classes of collateralized mortgage obligations guaranteed by an agency or instrumentality
of the U.S. Government.
Commercial Mortgage Backed Securities Risk.
CMBS may involve the risks of delinquent payments of interest and principal, early prepayments and potentially unrecoverable principal
loss from the sale of foreclosed property. Subordinated classes of CMBS are entitled to receive repayment of principal only after all
required principal payments have been made to more senior classes and also have subordinated rights as to receipt of interest distributions.
Such subordinated classes are subject to a greater risk of non-payment than are senior classes.
Prepayment or Call Risk. For certain types
of MBS, prepayments of principal may be made at any time. Prepayment rates are influenced by changes in current interest rates and a variety
of economic, geographic, social and other factors and cannot be predicted with certainty. During periods of declining mortgage interest
rates, prepayments on MBS generally increase. If interest rates in general also decline, the amounts available for reinvestment by the
Fund during such periods are likely to be reinvested at lower interest rates than the Fund was earning on the MBS that were prepaid, resulting
in a possible decline in the Fund’s income and distributions to stockholders. If interest rates fall, it is possible that issuers
of fixed income securities with high interest rates will prepay or “call” their securities before their maturity date. Under
certain interest rate or prepayment scenarios, the Fund may fail to recoup fully its investment in such securities.
Inflation, Interest Rate and Bond Market
Risk. Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation
decreases the value of money. As inflation increases, the real value of the Fund’s shares and distributions thereon can decline.
Inflation risk is linked to increases in the prices of goods and services and a decrease in the purchasing power of money. Since the beginning
of 2021, inflation has risen at its highest rate in four decades in the U.S. Inflation may reduce the intrinsic value of an investment
in the Fund. While the Biden Administration and the Federal Reserve have made efforts to reduce the effects of inflation on the U.S. economy
and financial markets, the mitigating effects of such efforts are uncertain. The value of certain fixed income securities in the Fund’s
portfolio could be affected by interest rate fluctuations. Generally, when market interest rates fall, fixed rate securities prices rise,
and vice versa. Interest rate risk is the risk that the securities in the Fund’s portfolio will decline in value because of increases
in market interest rates. The prices of longer-term securities fluctuate more than prices of shorter -term securities as interest rates
change. These risks may be greater in a market environment where certain interest rates approach unusually low levels.
Variable and Floating Rate Securities Risk.
Variable and floating rate securities provide for adjustment in the interest rate paid on the obligations. The terms of such obligations
typically provide that interest rates are adjusted based upon an interest or market rate adjustment as provided in the respective obligations.
The adjustment intervals may be regular, and range from daily up to annually, or may be event-based, such as based on a change in the
prime rate. Variable rate obligations typically provide for a specified periodic adjustment in the interest rate, while floating rate
obligations typically have an interest rate which changes whenever there is a change in the external interest or market rate. Because
of the interest rate adjustment feature, variable and floating rate securities provide the Fund with a certain degree of protection against
rises in interest rates, although the Fund will participate in any declines in interest rates as well. Generally, changes in interest
rates will have a smaller effect on the market value of variable and floating rate securities than on the market value of comparable fixed-income
obligations. Thus, investing in variable and floating rate securities generally allows less opportunity for capital appreciation and depreciation
than investing in comparable fixed-income securities.
Corporate Bonds Risk. Corporate debt securities
are subject to the risk of the issuer’s inability to meet principal and interest payments on the obligation and may also be subject
to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer and general
market liquidity. When interest rates rise, the value of corporate debt can be expected to decline. Debt securities with longer maturities
tend to be more sensitive to interest rate movements than those with shorter maturities.
Credit Risk. Credit risk is the risk that
one or more bonds in the Fund’s portfolio will (1) decline in price due to deterioration of the issuer’s or underlying
pool’s financial condition or other events or (2) fail to pay interest or principal when due. The prices of non-investment
grade quality securities (that is, securities rated Ba or lower by Moody’s or BB or lower by S&P or Fitch) are generally more
sensitive to negative developments, such as a general economic downturn or an increase in delinquencies in the pool of underlying mortgages
that secure an MBS, than are the prices of higher grade securities. Non-investment grade quality securities are regarded as having predominantly
speculative characteristics with respect to the issuer’s or pool’s capacity to pay interest and repay principal when due and
as a result involve a greater risk of default. The market for lower-graded securities may also have less information available than the
market for other securities.
Bank Loan Risk. Bank loans (including senior
loans) are usually rated below investment grade. The market for bank loans may be subject to irregular trading activity, wide bid/ask
spreads and extended trade settlement periods. Investments in bank loans are typically in the form of an assignment or participation.
Investors in a loan participation assume the credit risk associated with the borrower and may assume the credit risk associated with an
interposed financial intermediary. Accordingly, if a lead lender becomes insolvent or a loan is foreclosed, the Fund could experience
delays in receiving payments or suffer a loss. In an assignment, the Fund effectively becomes a lender under the loan agreement with the
same rights and obligations as the assigning bank or other financial intermediary.
Accordingly, if the loan is foreclosed, the Fund
could become part owner of any collateral, and would bear the costs and liabilities associated with owning and disposing of the collateral.
Due to their lower place in the borrower’s capital structure and possible unsecured status, junior loans involve a higher degree
of overall risk than senior loans of the same borrower. In addition, the floating rate feature of loans means that bank loans will not
generally experience capital appreciation in a declining interest rate environment. Declines in interest rates may also increase prepayments
of debt obligations and require the Fund to invest assets at lower yields.
The Fund may also invest in covenant-lite obligations.
Covenant-lite obligations contain fewer maintenance covenants than other obligations, or no maintenance covenants, and may not include
terms that allow the lender to monitor the performance of the borrower and declare a default if certain criteria are breached. Covenant-lite
loans may carry more risk than traditional loans as they allow individuals and corporations to engage in activities that would otherwise
be difficult or impossible under a covenant-heavy loan agreement. In the event of default, covenant-lite loans may exhibit diminished
recovery values as the lender may not have the opportunity to negotiate with the borrower prior to default.
Leverage Risk. The Fund currently intends
to use leverage to seek to achieve its investment objectives. The borrowing of money or issuance of debt securities and preferred stock
represents the leveraging of the Fund’s common stock. In addition, the Fund may also leverage its common stock through investment
techniques, such as reverse repurchase agreements, writing credit default swaps, futures or engaging in short sales. Leverage creates
risks which may adversely affect the return for the holders of common stock.
Leverage is a speculative technique that could
adversely affect the returns to common stockholders. Leverage can cause the Fund to lose money and can magnify the effect of any losses.
To the extent the income or capital appreciation derived from securities purchased with funds received from leverage exceeds the cost
of leverage, the Fund’s return will be greater than if leverage had not been used. Conversely, if the income or capital appreciation
from the securities purchased with such funds is not sufficient to cover the cost of leverage or if the Fund incurs capital losses, the
return of the Fund will be less than if leverage had not been used, and therefore the amount available for distribution to common stockholders
as dividends and other distributions will be reduced or potentially eliminated (or, in the case of distributions, will consist of return
of capital).
The Fund will pay (and the common stockholders
will bear) all costs and expenses relating to the Fund’s use of leverage, which will result in the reduction of the NAV of the common
stock.
Recent Market, Economic and Social Developments
Risk. Periods of market volatility remain, and may continue to occur in the future, in response to various political, social and economic
events both within and outside the United States. These conditions have resulted in, and in many cases continue to result in, greater
price volatility, less liquidity, widening credit spreads and a lack of price transparency, with many securities remaining illiquid and
of uncertain value. Such market conditions may adversely affect the Fund, including by making valuation of some of the Fund’s securities
uncertain and/or result in sudden and significant valuation increases or declines in the Fund’s holdings. If there is a significant
decline in the value of the Fund’s portfolio, this may impact the asset coverage levels for the Fund’s outstanding leverage.
Risks resulting from any future debt or other
economic crisis could also have a detrimental impact on the global economic recovery, the financial condition of financial institutions
and the Fund’s business, financial condition and results of operation. Market and economic disruptions have affected, and may in
the future affect, consumer confidence levels and spending, personal bankruptcy rates, levels of incurrence and default on consumer debt
and home prices, among other factors. To the extent uncertainty regarding the U.S. or global economy negatively impacts consumer confidence
and consumer credit factors, the Fund’s business, financial condition and results of operations could be significantly and adversely
affected. Downgrades to the credit ratings of major banks could result in increased borrowing costs for such banks and negatively affect
the broader economy. Moreover, Federal Reserve policy, including with respect to certain interest rates, may also adversely affect the
value, volatility and liquidity of dividend- and interest-paying securities. Market volatility, rising interest rates and/or unfavorable
economic conditions could impair the Fund’s ability to achieve its investment objective.
Geopolitical Risk. Occurrence of global
events such as war, terrorist attacks, natural disasters, country instability, infectious disease epidemics, pandemics and other public
health issues, market instability, debt crises and downgrades, embargoes, tariffs, sanctions and other trade barriers and other governmental
trade or market control programs, the potential exit of a country from its respective union and related geopolitical events, may result
in market volatility and may have long-lasting impacts on both the U.S. and global financial markets. Additionally, those events, as well
as other changes in foreign and domestic political and economic conditions, could adversely affect individual issuers or related groups
of issuers, securities markets, interest rates, secondary trading, credit ratings, inflation, investor sentiment and other factors affecting
the value of the Fund’s investments.
Common Stock Risk. Common stock of an issuer
in the Fund’s portfolio may decline in price for a variety of reasons, including if the issuer fails to make anticipated dividend
payments. Common stock in which the Fund will invest is structurally subordinated to preferred stock, bonds and other debt instruments
in a company’s capital structure, in terms of priority to corporate income, and therefore will be subject to greater dividend risk
than preferred stock or debt instruments of such issuers. In addition, while common stock has historically generated higher average returns
over time than fixed income securities, common stock has also experienced significantly more volatility in those returns.
Preferred Securities Risk. There are special
risks associated with investing in preferred securities, including:
| · | Deferral and Omission. Preferred securities may include provisions that permit the issuer, at its
discretion, to defer or omit distributions for a stated period without any adverse consequences to the issuer. |
| · | Subordination. Preferred securities are subordinated to bonds and other debt instruments in a company’s
capital structure in terms of priority to corporate income and liquidation payments, and therefore will be subject to greater credit risk
than more senior debt instruments. |
| · | Liquidity. Preferred securities may be substantially less liquid than many other securities, such
as common stock or U.S. government securities. |
| · | Limited Voting Rights. Generally, preferred securities offer no voting rights with respect
to the issuing company unless preferred dividends have been in arrears for a specified number of periods, at which time the preferred
security holders may elect a number of directors to the issuer’s board. |
| · | Special Redemption Rights. In certain varying circumstances, an issuer of preferred securities
may redeem the securities prior to a specified date. As with call provisions, a redemption by the issuer may negatively impact the return
of the security held by the Fund. |
Convertible Securities Risk. Convertible
securities generally offer lower interest or dividend yields than non-convertible securities of similar quality. The market values of
convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. In the absence
of adequate anti-dilutive provisions in a convertible security, dilution in the value of the Fund’s holding may occur in the event
the underlying stock is subdivided, additional equity securities are issued for below market value, a stock dividend is declared or the
issuer enters into another type of corporate transaction that has a similar effect.
Foreign Securities Risk. Investments in
foreign securities involve certain considerations and risks not ordinarily associated with investments in securities of U.S. issuers.
Foreign companies are not generally subject to the same accounting, auditing and financial standards and requirements as those applicable
to U.S. companies. Foreign securities exchanges, brokers and listed companies may be subject to less government supervision and regulation
than exists in the United States. Dividend and interest income may be subject to withholding and other foreign taxes, which may adversely
affect the net return on such investments. There may be difficulty in obtaining or enforcing a court judgment abroad, and it may be difficult
to effect repatriation of capital invested in certain countries.
In addition, with respect to certain countries,
there are risks of expropriation, confiscatory taxation, political or social instability or diplomatic developments that could affect
assets of the Fund held in foreign countries.
Emerging Markets Risk. The Fund may invest
in securities of companies in an “emerging market.” An “emerging market” country is any country that is considered
to be an emerging or developing country by the World Bank. Investments in emerging market securities involve a greater degree of risk
than, and special risks in addition to the risks associated with, investments in domestic securities or in securities of foreign, developed
countries. Foreign investment risk may be particularly high to the extent that the Fund invests in securities of issuers based or doing
business in emerging market countries or invests in securities denominated in the currencies of emerging market countries. Investing in
securities of issuers based or doing business in emerging markets entails all of the risks of investing in securities of foreign issuers
noted above, but to a heightened degree.
Foreign Currency Risk. The Fund may invest
in companies whose securities are denominated or quoted in currencies other than U.S. dollars or have significant operations or markets
outside of the United States. In such instances, the Fund will be exposed to currency risk, including the risk of fluctuations in the
exchange rate between U.S. dollars (in which the Fund’s shares are denominated and the distributions are paid by the Fund) and such
foreign currencies. Therefore, to the extent the Fund does not hedge its foreign currency risk or the hedges are ineffective, the value
of the Fund’s assets and income could be adversely affected by currency rate movements.
REIT Risk. An investment in a REIT may
be subject to risks similar to those associated with direct ownership of real estate, including losses from casualty or condemnation and
environmental liabilities, and changes in local and general economic conditions, market value, supply and demand, interest rates, zoning
laws, regulatory limitations on rents, property taxes and operating expenses. In addition, an investment in a REIT is subject to additional
risks, such as poor performance by the manager of the REIT, adverse changes to the tax laws, changes in the cost or availability of credit,
or the failure by the REIT to qualify for tax-free pass-through of income under the Internal Revenue Code of 1986, as amended (the “Code),
and to the risk of general declines in stock prices. In addition, some REITs have limited diversification because they invest in a limited
number of properties, a narrow geographic area, or a single type of property. Also, the organizational documents of a REIT may contain
provisions that make changes in control of the REIT difficult and time-consuming. As a stockholder in a REIT, the Fund, and indirectly
the Fund’s stockholders, would bear its ratable share of the REIT’s expenses and would at the same time continue to pay its
own fees and expenses.
Special Risks of Derivative Transactions.
The Fund may participate in derivative transactions. Such transactions entail certain execution, market, counterparty liquidity, hedging
and tax risks. Participation in the options or futures markets, in currency transactions and in other derivatives transactions involves
investment risks and transaction costs to which the Fund would not be subject absent the use of these strategies. If the Adviser’s
prediction of movements in the direction of the securities, foreign currency, interest rate or other referenced instruments or markets
is inaccurate, the consequences to the Fund may leave the Fund in a worse position than if it had not used such strategies. Valuation
may be more difficult in times of market turmoil since many investors and market makers may be reluctant to purchase complex instruments
or quote prices for them.
Counterparty Risk. The Fund will be subject
to credit risk with respect to the counterparties to the derivative contracts purchased by the Fund. If a counterparty becomes bankrupt
or otherwise fails to perform its obligations due to financial difficulties, the Fund may experience significant delays in obtaining any
recovery in bankruptcy or other reorganization proceedings. The Fund may obtain only a limited recovery, or may obtain no recovery, in
such circumstances. The counterparty risk for cleared derivatives is generally lower than for uncleared over-the-counter derivative transactions
since generally a clearing organization becomes substituted for each counterparty to a cleared derivative contract and, in effect, guarantees
the parties’ performance under the contract as each party to a trade looks only to the clearing organization for performance of
financial obligations under the derivative contract. However, there can be no assurance that a clearing organization, or its members,
will satisfy its obligations to the Fund.
Liquidity Risk. Although both over-the-counter
and exchange-traded derivatives markets may experience the lack of liquidity, over-the-counter non-standardized derivative transactions
are generally less liquid than cleared or exchange-traded instruments. The illiquidity of the derivatives markets may be due to various
factors, including congestion, disorderly markets, limitations on deliverable supplies, the participation of speculators, government regulation
and intervention, and technical and operational or system failures. In addition, the liquidity of a secondary market in an exchange-traded
derivative contract may be adversely affected by “daily price fluctuation limits” established by the exchanges which limit
the amount of fluctuation in an exchange-traded contract price during a single trading day. Once the daily limit has been reached in the
contract, no trades may be entered into at a price beyond the limit, thus preventing the liquidation of open positions. Prices have in
the past moved beyond the daily limit on a number of consecutive trading days. If it is not possible to close an open derivative position
entered into by the Fund, the Fund would continue to be required to make daily cash payments of variation margin in the event of adverse
price movements. In such a situation, if the Fund has insufficient cash, it may have to sell portfolio securities to meet daily variation
margin requirements at a time when it may be disadvantageous to do so. The absence of liquidity may also make it more difficult for the
Fund to ascertain a market value for such instruments. The inability to close options and futures positions also could have an adverse
impact on the Fund’s ability to hedge its portfolio effectively.
Short Sales Risk. The Fund may take short
positions in securities that the Adviser believes may decline in price or in the aggregate may underperform broad market benchmarks. The
Fund may also engage in derivatives transactions that provide similar short exposure. In times of unusual or adverse market, economic,
regulatory or political conditions, the Fund may not be able, fully or partially, to implement its short selling strategy.
Securities Lending Risk. The Fund may lend
its portfolio securities to banks or dealers which meet the creditworthiness standards established by the Board of Directors. Securities
lending is subject to the risk that loaned securities may not be available to the Fund on a timely basis and the Fund may therefore lose
the opportunity to sell the securities at a desirable price. Any loss in the market price of securities loaned by the Fund that occurs
during the term of the loan would be borne by the Fund and would adversely affect the Fund’s performance. Also, there may be delays
in recovery, or no recovery, of securities loaned or even a loss of rights in the collateral should the borrower of the securities fail
financially while the loan is outstanding.
Repurchase Agreements Risk. Subject to
its investment objectives and policies, the Fund may invest in repurchase agreements for leverage or investment purposes. Repurchase agreements
typically involve the acquisition by the Fund of fixed income securities from a selling financial institution such as a bank, savings
and loan association or broker-dealer. The agreement provides that the Fund will sell the securities back to the institution at a fixed
time in the future. The Fund does not bear the risk of a decline in the value of the underlying security unless the seller defaults under
its repurchase obligation. In the event of the bankruptcy or other default of a seller of a repurchase agreement, the Fund could experience
both delays in liquidating the underlying securities and losses, including possible decline in the value of the underlying security during
the period in which the Fund seeks to enforce its rights thereto; possible lack of access to income on the underlying security during
this period; and expenses of enforcing its rights.
Reverse Repurchase Agreements Risk. Reverse
repurchase agreements involve the risks that the interest income earned on the investment of the proceeds will be less than the interest
expense of the Fund, that the market value of the securities sold by the Fund may decline below the price at which the Fund is obligated
to repurchase the securities and that the securities may not be returned to the Fund. There is no assurance that reverse repurchase agreements
can be successfully employed.
Illiquid and Restricted Securities Risk.
The Fund may invest in restricted securities and otherwise illiquid investments. Restricted securities are securities that cannot be offered
for public resale unless registered under the applicable securities laws or that have a contractual restriction that prohibits or limits
their resale such as Rule 144A securities. They may include private placement securities that have not been registered under the
Securities Act of 1933, as amended (the “Securities Act”). Restricted securities may not be listed on an exchange and may
or may not have an active trading market. An illiquid investment is a security or other investment that cannot be disposed of within seven
days in the ordinary course of business at approximately the value at which the Fund has valued the investment. Restricted securities
often can be resold only in privately negotiated transactions with a limited number of purchasers or in a public offering registered under
the Securities Act. Considerable delay could be encountered in either event and, unless otherwise contractually provided for, the Fund’s
proceeds upon sale may be reduced by the costs of registration or underwriting discounts. The difficulties and delays associated with
such transactions could result in the Fund’s inability to realize a favorable price upon disposition of restricted securities, and
at times might make disposition of such securities impossible.
Corporate Loans Risk. In furtherance of
its primary investment objective and subject to its investment policies and limitations, the Fund may also invest in primary or secondary
market purchases of loans or participation interests in loans extended to corporate borrowers or sovereign governmental entities by commercial
banks and other financial institutions (“Corporate Loans”). As in the case of lower grade securities, the Corporate Loans
in which the Fund may invest may be rated below investment grade (lower than Baa by Moody’s and lower than BBB by S&P) or may
be unrated but of comparable quality in the judgment of the Adviser. As in the case of lower grade securities, such Corporate Loans can
be expected to provide higher yields than lower-yielding, higher-rated fixed income securities but may be subject to greater risk of loss
of principal and income. The risks of investment in such Corporate Loans are similar in many respects to those of investment in lower
grade securities.
U.S. Government Securities Risk. Some U.S.
Government securities, such as Treasury bills, notes, and bonds and mortgage-backed securities guaranteed by the Government National Mortgage
Association (Ginnie Mae), are supported by the full faith and credit of the United States; others are supported by the right of the issuer
to borrow from the U.S. Treasury; others are supported by the discretionary authority of the U.S. Government to purchase the agency’s
obligations; still others are supported only by the credit of the issuing agency, instrumentality, or enterprise. Although U.S. Government-sponsored
enterprises may be chartered or sponsored by Congress, they are not funded by Congressional appropriations, and their securities are not
issued by the U.S. Treasury, their obligations are not supported by the full faith and credit of the U.S. Government, and so investments
in their securities or obligations issued by them involve greater risk than investments in other types of U.S. Government securities.
Risks Associated With Long-Term Objective;
Not a Complete Investment Program. The Fund is intended for investors seeking a high level of total return, with an emphasis on income.
The Fund is not meant to provide a vehicle for those who wish to exploit short-term swings in the stock market and is intended for long-term
investors. An investment in shares of the Fund should not be considered a complete investment program. Each stockholder should take into
account the Fund’s investment objective as well as the stockholder’s other investments when considering an investment in the
Fund.
Management Risk. The Fund is subject to
management risk because its portfolio will be actively managed. The Adviser will apply investment techniques and risk analyses in making
investment decisions for the Fund, but there can be no guarantee that these will produce the desired results.
Potential Conflicts of Interest Risk. The
Adviser and its affiliates are involved worldwide with a broad spectrum of financial services and asset management activities and may
engage in the ordinary course of business in activities in which their interests or the interests of their clients may conflict with those
of the Fund. The Adviser and its affiliates may provide investment management services to other funds and discretionary managed accounts
that follow an investment program similar to that of the Fund. Subject to the requirements of the 1940 Act, the Adviser and its affiliates
intend to engage in such activities and may receive compensation from third parties for their services. Neither the Adviser nor its affiliates
are under any obligation to share any investment opportunity, idea or strategy with the Fund. As a result, the Adviser and its affiliates
may compete with the Fund for appropriate investment opportunities. The results of the Fund’s investment activities, therefore,
may differ from those of other accounts managed by the Adviser and its affiliates, and it is possible that the Fund could sustain losses
during periods in which one or more of the proprietary or other accounts managed by the Adviser or its affiliates achieve profits.
Anti-Takeover Provisions Risk. The Fund’s
charter (the “Charter”) and bylaws (as amended from time to time, the “Bylaws”) contain provisions that may delay,
defer or prevent a transaction or a change in control that might otherwise be in the best interests of the stockholders. Such provisions
may discourage outside parties from seeking control of the Fund or seeking to change the composition of its Board of Directors, which
could result in stockholders not having the opportunity to realize a price greater than the current market price for their shares at some
time in the future.
The Charter classifies the Fund’s Board
of Directors into three classes, with each class of directors serving until the third annual meeting following their election and until
their successors are duly elected and qualified, and authorizes the Board of Directors to cause the Fund to issue additional shares of
stock. The Board of Directors of the Fund also may classify or reclassify any unissued common shares into one or more classes or series
of stock, including preferred stock, may set the terms of each class or series and may authorize the Fund to issue the newly-classified
or reclassified shares, in each such instance without stockholder approval.
These provisions could have the effect of depriving
common stockholders of opportunities to sell their common shares at a premium over the then current market price of the common shares.
Unrated Securities Risk. Because the Fund
may purchase securities that are not rated by any rating organization, the Adviser may internally assign ratings to certain of those securities,
after assessing their credit quality, in categories of those similar to those of rating organizations. Some unrated securities may not
have an active trading market or may be difficult to value, which means the Fund might have difficulty selling them promptly at an acceptable
price.
Valuation Risk. Because secondary markets
for certain investments may be limited or non-existent, they may be difficult to value. When market quotations are not readily available
or are deemed to be unreliable, the Fund values its investments at fair value as determined in good faith pursuant to policies and procedures
approved by the Board of Directors. Fair value pricing may require subjective determinations about the value of a security or other asset.
As a result, there can be no assurance that fair value pricing will result in adjustments to the prices of securities or other assets,
or that fair value pricing will reflect actual market value, and it is possible that the fair value determined for a security or other
asset will be materially different from quoted or published prices, from the prices used by others for the same security or other asset
and/or from the value that actually could be or is realized upon the sale of that security or other asset. Where market quotations are
not readily available, valuation may require more research than for more liquid investments. In addition, the Adviser may use an independent
pricing service or prices provided by dealers to value certain fixed income securities at their market value. The Board has designated
the Adviser as the valuation designee (the “Valuation Designee”) pursuant to Rule 2a-5 under the 1940 Act to perform
fair value determinations relating to any or all Fund investments. The Board oversees the Valuation Designee in accordance with the requirements
of Rule 2a-5. In its role as the Valuation Designee, the Adviser is authorized to make all necessary determinations of the fair values
of portfolio securities and other assets for which market quotations are not readily available or if it is deemed that the prices obtained
from brokers and dealers or independent pricing services are unreliable.
Risks Associated With Status as a Regulated
Investment Company. The Fund intends to qualify for federal income tax purposes as a regulated investment company under Subchapter
M of the Code. Qualification requires, among other things, compliance by the Fund with certain distribution requirements. Statutory limitations
on distributions on the common shares if the Fund is leveraged and fails to satisfy the 1940 Act’s asset coverage requirements could
jeopardize the Fund’s ability to meet such distribution requirements. The Fund presently intends, however, to purchase or redeem
any outstanding leverage to the extent necessary in order to maintain compliance with such asset coverage requirements.
Exchange-Traded Product (“ETP”)
Risk. The Fund may also invest in ETPs (including exchange-traded funds structured as investment companies (ETFs) and exchange-traded
commodity pools), that are bought and sold on a national securities exchange. When the Fund invests in an ETP, it will bear additional
expenses based on its’ pro rata share of the ETP’s operating expenses, including the potential duplication of management fees.
The risk of owning an ETP generally reflects the risks of owning the underlying investment it holds. Many ETFs seek to replicate a specific
benchmark index. However, an ETF may not fully replicate the performance of its benchmark index for many reasons, including because of
the temporary unavailability of certain index securities in the secondary market or discrepancies between the ETF and the index with respect
to the weighting of securities or the number of stocks held. Inverse ETFs are subject to the risk that their performance will fall as
the value of their benchmark indices rises. Lack of liquidity in an ETP could result in an ETP being more volatile than the underlying
portfolio of securities it holds. In addition, because of ETP expenses, compared to owning the underlying investment directly, it may
be more costly to own an ETP. The Fund also will incur brokerage costs when it purchases ETPs.
Exchange-Traded Note (“ETN”) Risk.
ETNs are subject to the credit risk of the issuer. The value of an ETN will vary and will be influenced by its time to maturity, level
of supply and demand for the ETN, volatility and lack of liquidity in underlying securities, currency and commodities markets as well
as changes in the applicable interest rates, changes in the issuer’s credit rating, and economic, legal, political, or geographic
events that affect the referenced index. There may be restrictions on the Fund’s right to redeem its investment in an ETN, which
is meant to be held until maturity. The Fund’s decision to sell its ETN holdings may be limited by the availability of a secondary
market.
Portfolio Turnover Risk. A high portfolio
turnover rate (100% or more) has the potential to result in the realization and distribution to stockholders of higher capital gains,
which may subject you to a higher tax liability. A high portfolio turnover rate also leads to higher transaction costs.
MLP Risk. An MLP that invests in a particular
industry (e.g., oil and gas) will be harmed by detrimental economic events within that industry. Recently, the energy sector has
experienced significant volatility as a result of fluctuations in the price of oil and such volatility may continue in the future. As
a result, MLPs that invest in the oil industry are subject to greater volatility than MLPs which do not invest in the oil sector. As partnerships,
MLPs may be subject to less regulation (and less protection for investors) under state laws than corporations. In addition, MLPs may be
subject to state taxation in certain jurisdictions, which may reduce the amount of income an MLP pays to its investors.
Real Estate Market Risk. The Fund will
not invest in real estate directly, but only in securities issued by real estate companies. However, because the Fund has significant
exposure to the real estate sector, the Fund is also subject to the risks associated with the direct ownership of real estate.
Concentration Risk. Concentration risk
is the risk that the Fund’s investments in the securities of companies in one industry will cause the Fund to be more exposed to
developments affecting a single industry or market sector than a more broadly diversified fund would be. The Fund may be subject to greater
volatility with respect to its portfolio securities than the Fund that is more broadly diversified.
Return of Capital Risk. The Fund expects
to make quarterly distributions at a level percentage rate regardless of its quarterly performance. All or a portion of such distributions
may represent a return of capital. A return of capital is the portion of the distribution representing the return of your investment in
the Fund. A return of capital is tax-free to the extent of a stockholder’s basis in the Fund’s shares and reduces the stockholder’s
basis to that extent.
Stapled Security Risk. A stapled security
is a security that is comprised of two parts that cannot be separated from one another. The two parts of a stapled security are a unit
of a trust and a share of a company. The resulting security is influenced by both parts, and must be treated as one unit at all times,
such as when buying or selling a security. The value of stapled securities and the income derived from them may fall as well as rise.
Stapled securities are not obligations of, deposits in, or guaranteed by the Fund. The listing of stapled securities on a domestic or
foreign exchange does not guarantee a liquid market for stapled securities.
Investment Grade Securities Risk. Investment
grade corporate securities are securities rated BBB- or above by Standard and Poor’s Corporation or Fitch IBCA or Baa3 or above
by Moody’s Investors Service, Inc. or, if non-rated, are determined by the Adviser to be of comparable credit quality. Investment
grade corporate securities are fixed income securities issued by U.S. corporations, including debt securities, convertible securities
and preferred stock. Ratings are only the opinions of the companies issuing them and are not guarantees as to quality.
Short-Term Debt Obligations Risk. The Fund
may invest in certain bank obligations including certificates of deposit, bankers’ acceptances, time deposits and promissory notes
that earn a specified rate of return and may be issued by (i) a domestic branch of a domestic bank, (ii) a foreign branch of
a domestic bank, (iii) a domestic branch of a foreign bank or (iv) a foreign branch of a foreign bank. Bank obligations may
be structured as fixed-, variable-or floating-rate obligations.
Certificates of deposit, or so-called CDs, typically
are interest-bearing debt instruments issued by banks and have maturities ranging from a few weeks to several years. Yankee dollar certificates
of deposit are negotiable CDs issued in the United States by branches and agencies of foreign banks. Eurodollar certificates of deposit
are CDs issued by foreign banks with interest and principal paid in U.S. dollars. Eurodollar and Yankee Dollar CDs typically have maturities
of less than two years. Bankers’ acceptances are time drafts drawn on and accepted by banks, are a customary means of effecting
payment for merchandise sold in import-export transactions and are a general source of financing. A time deposit can be either a savings
account or CD that is an obligation of a financial institution for a fixed term. Typically, there are penalties for early withdrawals
of time deposits.
Promissory notes are written commitments of the
maker to pay the payee a specified sum of money either on demand or at a fixed or determinable future date, with or without interest.
Bank investment contracts are issued by banks.
Pursuant to such contracts, the Fund may make cash contributions to a deposit fund of a bank. The bank then credits to the Fund payments
at floating or fixed interest rates. The Fund also may hold funds on deposit with its custodian for temporary purposes.
Certain bank obligations, such as some CDs, are
insured by the Federal Deposit Insurance Corporation (“FDIC”) up to certain specified limits. Many other bank obligations,
however, are neither guaranteed nor insured by the FDIC or the U.S. Government. These bank obligations are “backed” only by
the creditworthiness of the issuing bank or parent financial institution. Domestic and foreign banks are subject to different governmental
regulation. Accordingly, certain obligations of foreign banks, including Eurodollar and Yankee dollar obligations, involve different and/or
heightened investment risks than those affecting obligations of domestic banks, including, among others, the possibilities that: (i) their
liquidity could be impaired because of political or economic developments; (ii) the obligations may be less marketable than comparable
obligations of domestic banks; (iii) a foreign jurisdiction might impose withholding and other taxes at high levels on interest income;
(iv) foreign deposits may be seized or nationalized; (v) foreign governmental restrictions such as exchange controls may be
imposed, which could adversely affect the payment of principal and/or interest on those obligations; (vi) there may be less publicly
available information concerning foreign banks issuing the obligations; and (vii) the reserve requirements and accounting, auditing
and financial reporting standards, practices and requirements applicable to foreign banks may differ (including, less stringent) from
those applicable to domestic banks. Foreign banks generally are not subject to examination by any U.S. Government agency or instrumentality.
Income and Distribution Risk. The income
that stockholders receive from the Fund is expected to be based in part on income from short-term gains that the Fund earns from dividends
and other distributions received from its investments. If the distribution rates or yields of the Fund’s holdings decrease, stockholders’
income from that Fund could decline. In selecting equity income securities in which the Fund will invest, the Adviser will consider the
issuer’s history of making regular periodic distributions (i.e., dividends) to its equity holders. An issuer’s history
of paying dividends or other distributions, however, does not guarantee that the issuer will continue to pay dividends or other distributions
in the future. The dividend income stream associated with equity income securities generally is not fixed but are elected and declared
at the discretion of the issuer’s board of directors and will be subordinate to payment obligations of the issuer on its debt and
other liabilities. Accordingly, an issuer may forgo paying dividends on its equity securities. In addition, because in most instances
issuers are not obligated to make periodic distributions to the holders of their equity securities, such distributions or dividends generally
may be discontinued at the issuer’s discretion. There can be no assurance that monthly distributions paid by the Fund to the stockholders
will be maintained at initial levels or increase over time.
Commodity-Related Investments Risk. The
value of commodities investments will generally be affected by overall market movements and factors specific to a particular industry
or commodity, which may include weather, embargoes, tariffs, and health, political, international and regulatory developments. Economic
and other events (whether real or perceived) can reduce the demand for commodities, which may reduce market prices and cause the value
of Fund shares to fall. The frequency and magnitude of such changes cannot be predicted. Exposure to commodities and commodities markets
may subject a fund to greater volatility than investments in traditional securities.
Gold and Other Precious Metals Risk. Investments
related to gold and other precious metals are considered speculative and are affected by a variety of worldwide economic, financial and
political factors. The price of gold and other precious metals may fluctuate sharply over short periods of time due to changes in inflation
or expectations regarding inflation in various countries, the availability of supplies of gold and other precious metals, changes in industrial
and commercial demand, gold and other precious metals sales by governments, central banks or international agencies, investment speculation,
monetary and other economic policies of various governments and government restrictions on private ownership of gold and other precious
metals. No income is derived from holding physical gold or other precious metals, which is unlike securities that may pay dividends or
make other current payments. Although the Fund has contractual protections with respect to the credit risk of their custodian, gold held
in physical form (even in a segregated account) involves the risk of delay in obtaining the assets in the case of bankruptcy or insolvency
of the custodian. This could impair disposition of the assets under those circumstances.
Infrastructure Risk. The Fund’s investments
in infrastructure securities involve risks. Infrastructure companies may be subject to a variety of factors that may adversely affect
their business or operations, including high interest costs in connection with capital construction programs, high leverage, costs associated
with environmental and other regulations, the effects of economic slowdown, surplus capacity, increased competition from other providers
of services, uncertainties concerning the availability of fuel at reasonable prices, the effects of energy conservation policies and other
factors.
Natural Resources Risk. The Fund’s
investments in natural resources securities involve risks. The market value of natural resources securities may be affected by numerous
factors, including events occurring in nature, inflationary pressures and international politics. Because the Fund invests significantly
in natural resources securities, there is the risk that the Fund will perform poorly during a downturn in the natural resource sector.
For example, events occurring in nature (such as earthquakes or fires in prime natural resource areas) and political events (such as coups,
military confrontations or acts of terrorism) can affect the overall supply of a natural resource and the value of companies involved
in such natural resource.
Sector Focus Risk. To the extent the Fund
emphasizes, from time to time, investments in a market segment, the Fund will be subject to a greater degree to the risks particular to
that segment, and may experience greater market fluctuation than a fund without the same focus. For example, industries in the financial
segment, such as banks, insurance companies, broker-dealers and REITs, may be sensitive to changes in interest rates and general economic
activity and are generally subject to extensive government regulation.
Temporary Defensive Strategies Risk. From
time to time, the Fund may temporarily depart from its principal investment strategies as a defensive measure when the Adviser anticipates
unusual market or other conditions. When a temporary defensive posture is believed by the Adviser to be warranted (“temporary defensive
periods”), the Fund may without limitation hold cash or invest its Managed Assets in money market instruments and repurchase agreements
in respect of those instruments.
Management and Fees
Brookfield Public Securities Group LLC serves
as the Fund’s investment adviser (“PSG” or the “Adviser”) and is compensated for its services and its related
expenses at an annual rate of 1.00% of the Fund’s average daily net assets plus the amount of borrowing for investment purposes
(the “Managed Assets”). The Adviser provides the Fund with a continuous investment program for the Fund’s portfolio.
The Adviser provides administrative services reasonably
necessary for the Fund’s operations, other than those services that the Adviser provides to the Fund pursuant to an investment advisory
agreement (the “Advisory Agreement”). As compensation for its administrative services and the related expenses the Adviser
bears pursuant to the Administration Agreement (as defined below), the Adviser is contractually entitled to an administrative fee (an
“administrative fee”), computed daily and payable monthly, at an annual rate of 0.15% of the Fund’s Managed Assets.
The Adviser currently utilizes and pays the fees of a third-party sub-administrator out of its administrative fee.
The Adviser has also entered into a sub-advisory
agreement (the “Sub-Advisory Agreement”) with Oaktree Fund Advisors, LLC (the “Sub-Adviser”), a Delaware limited
liability company and a registered investment adviser under the Investment Advisers Act of 1940, as amended, serves as the investment
sub-adviser to the Fund. As compensation for its sub-advisory services, the Adviser has agreed to pay the Sub-Adviser a monthly fee, computed
and accrued daily, based on an annual rate of (i) 0.385% of the Fund’s average daily Managed Assets multiplied by (ii) a
fraction, the numerator of which is the average daily total assets comprising the sleeve for such period and the denominator of which
is the average daily total assets comprising the Fund for such period.
Repurchase of Common Shares
The Fund’s Board of Directors has authorized
the Fund to repurchase its common shares in the open market when the common shares are trading at a discount. Although the Board of Directors
has authorized such repurchases, the Fund is not required to repurchase its common shares. Such repurchases may be subject to certain
notices and any applicable requirements under the 1940 Act.
Custodian, Sub-Administrator, Fund Accountant,
Transfer Agent and Dividend Disbursing Agent
U.S. Bank National Association, located at 1555
North River Center Drive, Suite 302, Milwaukee, Wisconsin 53212, serves as the custodian (the “Custodian”) of the Fund’s
assets pursuant to a custody agreement. Under the custody agreement, the Custodian holds the Fund’s assets in compliance with the
1940 Act. For its services, the Custodian will receive a monthly fee paid by the Fund based upon, among other things, the average daily
market value of the Fund’s portfolio assets, plus certain charges for securities transactions and out-of-pocket expenses.
U.S. Bancorp Fund Services, LLC (d/b/a U.S. Bank
Global Fund Services), located at 1201 South Alma School Road, Suite 3000, Mesa, Arizona 85210, serves as the Fund’s sub-administrator
and is compensated for its services by the Adviser, as administrator to the Fund.
U.S. Bancorp Fund Services, LLC (d/b/a U.S. Bank
Global Fund Services), located at 615 East Michigan Street, Milwaukee, Wisconsin 53202, serves as the fund accountant for the Fund.
Equiniti Trust Company, LLC, located at 90 Park
Avenue, New York, New York 10016, serves as the Fund’s transfer agent, registrar and dividend disbursing agent with respect to the
common shares of the Fund.
Summary of Fund Expenses
The following table contains information about
the costs and expenses that common stockholders will bear directly or indirectly. The table is based on the capital structure of the Fund
as of December 31, 2023 (except as noted below). The purpose of the table and the example below is to help you understand the fees
and expenses that you, as a holder of common shares, would bear directly or indirectly.
| Stockholder Transaction Expenses | |
| | |
| Sales Load (as a percentage of offering price) | |
| —%(1) | |
| Offering Expenses (as a percentage of offering price) | |
| —%(1) | |
| Dividend Reinvestment Plan Fees | |
| None | |
| Annual Expenses |
|
Percentage of Net
Assets
Attributable to
Common Shares |
|
| Management Fees(2) |
|
|
[·] |
% |
| Interest Payments on Borrowed Funds(3) |
|
|
[·] |
% |
| Other Expenses(4) |
|
|
[·] |
% |
| Total Annual Expenses |
|
|
[·] |
% |
| (1) | If common shares to which this Prospectus relates are sold to or through underwriters, the Prospectus
Supplement will set forth any applicable sales load and the estimated offering expenses borne by the Fund. |
| (2) | The Fund pays the Adviser an annual fee, payable monthly, in an amount equal to 1.00% of the Fund’s
average daily Managed Assets (net assets plus any assets attributable to financial leverage). The fee shown above is based upon outstanding
financial leverage of [·]% of the Fund’s Managed Assets (the total assets of the Fund, including the assets attributable to
the proceeds from any forms of financial leverage, minus liabilities, other than liabilities related to any financial leverage). If financial
leverage of more than [·]% of the Fund’s Managed Assets is used, the management fees shown would be higher. |
| (3) | Assumes financial leverage of [·]% of the Fund’s Managed Assets, based upon the Fund’s
outstanding borrowings as of December 31, 2023, of approximately $[·] in borrowings outstanding under the Credit facility and
$[·] of reverse repurchase agreements at a weighted average daily interest rate of [·]% and [·]% for the credit facility
and reverse repurchase agreements, respectively. |
| (4) | Other expenses are estimated based upon those incurred during the year ended December 31, 2023. Other
expenses do not include expense related to realized or unrealized investment gains or losses and costs related to the reorganization of
the Brookfield Global Listed Infrastructure Fund Inc. into the Fund. |
Example
The following example illustrates the expenses
that you would pay on a $1,000 investment in common shares, assuming (1) “Total annual expenses” of [·]% of net
assets attributable to common shares and (2) a 5% annual return*.
| | |
| 1 year | | |
| 3 years | | |
| 5 years | | |
| 10 years | |
| Total Expenses Incurred(1) | |
$ | [·] | | |
$ | [·] | | |
$ | [·] | | |
$ | [·] | |
* The example should not be considered
a representation of future expenses or returns. Actual expenses may be higher or lower than those assumed. Moreover, the Fund’s
actual rate of return may be higher or lower than the hypothetical 5% return shown in the example. The example assumes that the estimated
“Other Expenses” set forth in the Annual Expenses table are accurate and that all dividends and distributions are reinvested
at net asset value.
| (1) | The example above does not include sales loads or estimated offering costs. In connection with an offering
of common shares, the Prospectus Supplement will set forth an example including sales load and estimated offering costs. |
Incorporation by Reference
This Prospectus is part of a registration statement
filed with the SEC. Pursuant to the final rule and form amendments adopted by the SEC on April 8, 2020 to implement certain
provisions of the Economic Growth, Regulatory Relief, and Consumer Protection Act, the Fund is permitted to “incorporate by reference”
the information filed with the SEC, which means that the Fund can disclose important information to you by referring you to those documents.
The information incorporated by reference is considered to be part of this Prospectus, and later information that the Fund files with
the SEC will automatically update and supersede this information.
The documents listed below, and any reports and
other documents subsequently filed with the SEC pursuant to Rule 30(b)(2) under the 1940 Act and Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act, prior to the termination of the offering will be incorporated by reference into this Prospectus and deemed
to be part of this Prospectus from the date of the filing of such reports and documents:
| · | the Fund’s Statement of Additional Information, dated [·], 2024, filed with this Prospectus; |
| · | the Fund’s Annual Report on Form N-CSR for the fiscal period ended December 31, 2023,
filed with the SEC on March [·], 2024; |
You may obtain copies of any information incorporated
by reference into this Prospectus, at no charge, by calling 1-855-777-8001, by writing to the Fund or visiting the Fund’s website
https://publicsecurities.brookfield.com/en. In addition, the SEC maintains a website at www.sec.gov, free of charge, that contains these
reports, the Fund’s proxy and information statements, and other information relating to the Fund.
The Offer
Purpose of the Offer
We may offer, from time to time, in one or more
offerings or series, together or separately, up to $400,000,000 of our common shares, preferred shares or subscription rights to purchase
common shares or preferred shares, which we refer to, collectively, as the “securities.” We may sell our securities through
agents, underwriters or dealers, “at the market” to or through a market maker into an existing trading market or otherwise
directly to one or more purchasers, or through a combination of methods of sale. The identities of such agents, underwriters, dealers,
or market makers as the case may be, will be described in one or more supplements to this Prospectus. The securities may be offered at
prices and on terms to be described in one or more supplements to this Prospectus. In the event we offer common shares, the offering
price per share of our common shares exclusive of any underwriting commissions or discounts will not be less than the net asset value
per share of our common shares at the time we make the offering except as permitted by applicable law. To the extent that the Fund issues
common shares and current stockholders do not participate, those current stockholders may experience a dilution of their voting rights
as new stock is issued to the public. Depending on the facts, any issuance of new common shares may also have the effect of reducing
any premium to per share net asset value at which the shares might trade and the market price at which the shares might trade.
We may offer our securities directly to one or
more purchasers, through agents that we or they designate from time to time, or to or through underwriters or dealers. The Prospectus
Supplement relating to the relevant offering will identify any agents, underwriters, dealers involved in the sale of our securities, and
will set forth any applicable purchase price, fee, commission or discount arrangement between us and such agents or underwriters or among
underwriters or dealers and the basis upon which such amount may be calculated. See “Plan of Distribution.” Our securities
may not be sold through agents, underwriters or dealers without delivery or deemed delivery of a Prospectus and Prospectus Supplement
describing the method and terms of the applicable offering of our securities.
There can be no assurance that the Offer (or the
investment of the proceeds of the Offer) will be successful, that by increasing the size of the Fund the Fund’s expense ratio will
be lowered, or that the trading volume of the Fund’s common shares on the NYSE will increase.
The Fund
Brookfield Real Assets Income Fund Inc. (the “Fund”)
is a diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940
Act”). The Fund was formed from the reorganizations of three closed-end funds, as further described below, and commenced operations
on December 5, 2016. The Fund’s shares are listed on the NYSE and trade under the ticker symbol “RA.” The Fund
was incorporated under the laws of the State of Maryland on October 6, 2015.
The Fund was formed from the reorganizations of
each of Brookfield Mortgage Opportunity Income Fund Inc. (NYSE: BOI), Brookfield High Income Fund Inc. (NYSE: HHY), and Brookfield Total
Return Fund Inc. (NYSE: HTR) (collectively, the “Target Funds”) into the Fund (each, a “Reorganization” and together,
the “Reorganizations”). As a result of the Reorganizations, common stockholders of HHY, HTR and BOI, respectively, received
an amount of RA common shares equal to the aggregate net asset value of their holdings of HHY, HTR and BOI common shares, as applicable,
as determined at the close of business on December 2, 2016. As a result of the Reorganizations, the assets of the Target Funds were
combined, and the stockholders of each Target Fund became stockholders of the Fund.
Following the Reorganizations, another fund, Brookfield
Global Listed Infrastructure Income Fund Inc. (NYSE: INF), was reorganized into the Fund (also, a “Reorganization”). As a
result of this Reorganization, common stockholders of INF received newly issued common shares of RA, par value $0.001 per share, the aggregate
net asset value (not the market value) of which equaled the aggregate net asset value (not the market value) of the common shares of INF
held immediately prior to the Reorganization, less the costs of such Reorganization.
The Fund is treated as the survivor of the Reorganizations
for accounting and performance reporting purposes. Accordingly, all performance and other information shown for the Fund is from its commencement
of operations date on December 5, 2016, and there is no historical performance or other information to present for the Target Funds.
Use of Proceeds
The net proceeds of an offering will be invested
in accordance with the Fund’s investment objective and investment policies as set forth below. It is presently anticipated that
the Fund will be able to invest substantially all of the net proceeds of an offering in accordance with its investment objective and investment
policies within approximately three months of receipt by the Fund of the proceeds from the offering, depending on the amount and timing
of proceeds available to the Fund, as well as the availability of investments consistent with the Fund’s investment objective and
investment policies, and except to the extent proceeds are held in cash to pay dividends or expenses, or for temporary defensive purposes.
Description of Common Shares
The Fund is authorized to issue 1,000,000,000
common shares. All common shares have equal voting, dividend, distribution and liquidation rights. The common shares outstanding are,
and the common shares issuable upon the exercise of any subscription rights, when issued and paid for pursuant to the terms of the Offer,
will be, fully paid and non-assessable. Common shares are not redeemable and have no preemptive rights, conversion rights, cumulative
voting rights or appraisal rights.
The number of Common Shares outstanding as of [·], was [·]. The number of Common Shares adjusted to give effect to the Offer would be [·].
This number assumes the sale of [·] Common Shares at the last reported
sale price of a Common Share on the NYSE of $[·] as of [·],
plus the number of Common Shares outstanding as of [·] (i.e., [·]).
The following table sets forth the high and low
market prices for the common shares on the NYSE, for each full quarterly period during the last two fiscal years and during the current
fiscal year period, along with the NAV and discount or premium to NAV for each quotation.
| | |
Market Price ($) | | |
Net Asset Value ($) | | |
Premium/ (discount) to
net asset value | |
| | |
High | | |
Low | | |
High | | |
Low | | |
High | | |
Low | |
| Period Ended | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| March 31, 2024 | |
| [·] | | |
| [·] | | |
| [·] | | |
| [·] | | |
| [·] | % | |
| [·] | % |
| December 31, 2023 | |
| [·] | | |
| [·] | | |
| [·] | | |
| [·] | | |
| [·] | % | |
| [·] | % |
| September 30, 2023 | |
| [·] | | |
| [·] | | |
| [·] | | |
| [·] | | |
| [·] | % | |
| [·] | % |
| June 30, 2023 | |
| [·] | | |
| [·] | | |
| [·] | | |
| [·] | | |
| [·] | % | |
| [·] | % |
| March 31, 2023 | |
| [·] | | |
| [·] | | |
| [·] | | |
| [·] | | |
| [·] | % | |
| [·] | % |
| December 31, 2022 | |
| [·] | | |
| [·] | | |
| [·] | | |
| [·] | | |
| [·] | % | |
| [·] | % |
| September 30, 2022 | |
| [·] | | |
| [·] | | |
| [·] | | |
| [·] | | |
| [·] | % | |
| [·] | % |
| June 30, 2022 | |
| [·] | | |
| [·] | | |
| [·] | | |
| [·] | | |
| [·] | % | |
| [·] | % |
| March 31, 2022 | |
| [·] | | |
| [·] | | |
| [·] | | |
| [·] | | |
| [·] | % | |
| [·] | % |
Set forth below is information with respect to
the Fund’s outstanding securities as of January 8, 2024:
| Title of Class | |
| Amount
Authorized | | |
| Amount Held
by the Fund
or for its
Account | | |
| Amount
Outstanding
Exclusive of
Common Shares
Held by the Fund
or for its Own
Account | |
| Common Shares | |
| 1,000,000,000 | | |
| 0 | | |
| 55,457,331 | |
On January 8, 2024, the Fund’s NAV was
$14.84 and the last reported sale price of a common share on the NYSE was $13.18, representing a 11.19% discount to such NAV.
Investment Objective and Investment Policies
Investment Objective
The Fund’s investment objective is to seek
high total return, primarily through high current income and secondarily, through growth of capital.
The Fund’s investment objective is not fundamental
and may be changed without stockholder approval. Stockholders will be provided with at least 60 days’ prior written notice of any
change in the Fund’s investment objective.
As a fundamental policy, the Fund will not purchase
a security if, as a result, with respect to 75% of its total assets, more than 5% of the Fund’s total assets would be invested in
securities of a single issuer or more than 10% of the outstanding voting securities of the issuer would be held by the Fund. This policy
may not be changed without a stockholder vote.
The Fund makes investments that will result in
the concentration (as that term is used in the 1940 Act) of its assets. Under normal market conditions, the Fund will invest more than
25% of its total assets in the real estate industry. The policy of concentration is a fundamental policy. This fundamental policy and
the investment restrictions described in the Statement of Additional Information under the caption “Investment Restrictions”
cannot be changed without the approval of the holders of a majority of the Fund’s outstanding voting securities. Such majority vote
requires the approval of the lesser of (i) 67% of the Fund’s shares represented at a meeting at which more than 50% of the
Fund’s shares outstanding are represented, whether in person or by proxy, or (ii) more than 50% of the outstanding shares.
Principal Investment Policies
The Fund seeks to achieve its investment objective
by investing primarily in Real Asset Companies and Issuers. Under normal market conditions, the Fund will invest at least 80% of its Managed
Assets in the securities and other instruments of Real Asset Companies and Issuers. The Fund may change the 80% Policy without stockholder
approval upon at least 60 days’ prior written notice to stockholders. The Fund normally expects to invest at least 65% of its Managed
Assets in fixed income securities of Real Asset Companies and Issuers and in derivatives and other instruments that have economic characteristics
similar to such securities. Real Asset Companies and Issuers includes the following categories:
The information contained under the heading “Additional
Fund Information—Investment Objectives and Policies” in the Fund’s Annual Report is incorporated herein by reference.
Risk Factors and Special Considerations
The information contained under the heading “Additional
Fund Information—Risk Factors and Special Considerations” in the Fund’s Annual Report is incorporated herein by reference.
Management of the Fund
The information contained under the heading “Additional
Fund Information—Management of the Fund” in the Fund’s Annual Report is incorporated herein by reference.
Distributions and Dividends
The Fund intends to distribute to common stockholders
all or a portion of its net investment income monthly and net realized capital gains, if any, at least annually. Under normal market conditions,
the Fund intends to distribute substantially all of its distributable cash flows, less Fund expenses, to stockholders monthly. 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 common 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 maintain more stable 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 and the Fund’s distribution policy may be changed by the Board of Directors
at any time, there can be no assurance that the Fund will pay distributions or dividends. Distributions are subject to re-characterization
for federal income tax purposes after the end of the fiscal year.
In the event that the total distributions on the
Fund’s shares exceed the Fund’s current and accumulated earnings and profits allocable to such shares, the excess distributions
will generally be treated as a tax free return of capital (to the extent of the stockholder’s tax basis in the shares). A return
of capital is a return to investors of a portion of their original investment in the Fund rather than income or capital gain. Stockholders
should not assume that the source of a distribution from the Fund is net profit or income. Distributions sourced from paid-in capital
should not be considered the current yield or the total return from an investment in the Fund. The amount treated as a tax free return
of capital will reduce a stockholder’s adjusted tax basis in the common shares (but not below zero), thereby increasing the stockholder’s
potential taxable gain or reducing the potential loss on the sale of the shares.
Distributions paid by the Fund will be reinvested
in additional shares of the Fund, unless a stockholder elects to receive all distributions in cash.
On September 30, 2015, the SEC granted Brookfield,
on behalf of itself and certain funds that it currently manages and funds it advises in the future, an order granting an exemption from
Section 19(b) of and Rule 19b-1 under the 1940 Act to conditionally permit the Fund to make periodic distributions of long-term
capital gains with respect to the Fund’s outstanding common shares as frequently as twelve times each year, so long as it complies
with the conditions of the order and maintains in effect a distribution policy with respect to its common shares calling for periodic
distributions of an amount equal to a fixed amount per share, a fixed percentage of market price per share or a fixed percentage of the
Fund’s net asset value per share (a “Managed Dividend Policy”). In connection with any implementation of a Managed Dividend
Policy pursuant to the order, the Fund would be required to:
| · | implement certain compliance review and reporting procedures with respect to the Managed Dividend Policy; |
| · | include in each notice to stockholders that accompanies distributions certain information in addition
to the information currently required by Section 19(a) of and Rule 19a-1 under the 1940 Act (“19(a) Notice”); |
| · | include certain disclosure regarding the Managed Dividend Policy on the inside front cover of each annual
and semi-annual report to stockholders; |
| · | provide the Fund’s total return in relation to changes in NAV in the financial highlights table
and in any discussion about the Fund’s total return in each prospectus and annual and semi-annual report to stockholders; |
| · | include the information contained in each 19(a) Notice in any communication (other than a communication
on Form 1099) about the Managed Dividend Policy or distributions under the Managed Dividend Policy by the Fund, or agents that the
Fund has authorized to make such communication on the Fund’s behalf, to any Fund common stockholders, prospective common stockholder
or third-party information provider; |
| · | issue, contemporaneously with the issuance of any 19(a) Notice, a press release containing the information
in the 19(a) Notice and will file with the SEC the information contained in such 19(a) Notice and other required disclosures,
as an exhibit to its next report to stockholders; |
| · | post prominently a statement on its website containing the information in each 19(a) Notice and other
required disclosures, and will maintain such information on the website for at least 24 months; and |
| · | take certain steps to ensure the delivery of the 19(a) Notice to beneficial owners whose Fund shares
are held through a financial intermediary. |
In addition, if the Fund’s common shares
were to trade at a significant premium to NAV following the implementation of a Managed Dividend Policy, and certain other circumstances
were present, the Fund’s Board of Directors would be required to determine whether to approve or disapprove the continuation, or
continuation after amendment, of the Managed Dividend Policy. Finally, if the Fund implemented a Managed Dividend Policy pursuant to the
order, it would not be permitted to make a public offering of common shares other than:
| · | a rights offering below NAV to holders of the Fund’s common shares; |
| · | an offering in connection with a dividend reinvestment plan, merger, consolidation, acquisition, spin-off
or reorganization of the Fund; or |
| · | an offering other than those described above, unless, with respect to such other offering: |
| o | the Fund’s average annual distribution rate for the six months ending on the last day of the month
ended immediately prior to the most recent distribution record date, expressed as a percentage of NAV per share as of such date, is no
more than one percentage point greater than the Fund’s average annual total return for the five-year period (or the period since
the Fund’s first public offering, if less than five years) ending on such date; and |
| o | the transmittal letter accompanying any registration statement filed with the SEC in connection with such
offering discloses that the Fund has received an order under Section 19(b) of the 1940 Act to permit it to make periodic distributions
of long-term capital gains with respect to its common shares as frequently as twelve times each year, and as frequently as distributions
are specified in accordance with the terms of any outstanding preferred shares that such fund may issue. |
The relief described above will expire on the
effective date of any amendment to Rule 19b-1 under the 1940 Act that provides relief permitting certain closed-end investment companies
to make periodic distributions of long-term capital gains with respect to their outstanding common shares as frequently as twelve times
each year.
Under a Managed Dividend Policy, if, for any distribution,
undistributed net investment income and net realized capital gains were less than the amount of the distribution, the difference would
be distributed from the Fund’s other assets. In addition, in order to make such distributions, the Fund might have to sell a portion
of its investment portfolio at a time when independent investment judgment might not dictate such action.
Dividend Reinvestment Plan
The Fund has adopted a Dividend Reinvestment Plan
(the “Plan”) that provides that, unless stockholders elect to receive their distributions in cash, they will be automatically
reinvested by Equiniti Trust Company, LLC (the “Plan Administrator”), in additional common shares. If stockholders elect to
receive distributions in cash, they will receive them paid by check mailed directly to them by the Plan Administrator.
No action is required on the part of a stockholder
to have their cash distribution reinvested in the Fund’s shares of common stock. Unless stockholders or their brokerage firm decides
to opt out of the Plan, the number of shares of common stock stockholders will receive will be determined as follows:
(1) The
number of shares to be issued to a stockholder shall be based on share price equal to 95% of the closing price of the Fund’s shares
of common stock one day prior to the distribution payment date.
(2) The
Board of Directors may, in its sole discretion, instruct the Fund to purchase shares of common stock in the open market in connection
with the implementation of the Plan as follows: if the Fund’s shares of common stock is trading below NAV at the time of valuation,
upon notice from the Fund, the Plan Administrator will receive the distribution in cash and will purchase shares of common stock in the
open market, on the NYSE or elsewhere, for the participants’ accounts, except that the Plan Administrator will endeavor to terminate
purchases in the open market and cause the Fund to issue the remaining shares if, following the commencement of the purchases, the market
value of the shares, including brokerage commissions, exceeds the NAV at the time of valuation. Provided the Plan Administrator can terminate
purchases on the open market, the remaining shares will be issued by the Fund at a price equal to the greater of (i) the NAV at the
time of valuation or (ii) 95% of the then-current market price. It is possible that the average purchase price per share paid by
the Plan Administrator may exceed the market price at the time of valuation, resulting in the purchase of fewer shares than if the distribution
had been paid entirely in shares of common stock issued by the Fund.
Stockholders may withdraw from the Plan at any
time by giving written notice to the Plan Administrator, or by telephone in accordance with such reasonable requirements as the Fund and
the Plan Administrator may agree upon. Such withdrawal will be effective the next business day. If stockholders withdraw or the Plan is
terminated, the Plan Administrator will sell their shares and send them the proceeds, minus brokerage commissions.
The Plan Administrator maintains all common stockholders’
accounts in the Plan and gives written confirmation of all transactions in the accounts, including information you may need for tax records.
Shares of common stock in stockholder accounts will be held by the Plan Administrator in non-certificated form. The Plan Administrator,
or the Fund’s appointed agent, will forward to each participant any proxy solicitation material and will vote any shares so held
only in accordance with proxies returned to the Fund. Any proxy stockholders receive will include all shares of common stock they have
received under the Plan. There is no brokerage charge for reinvestment of your distributions in shares of common stock. However, all participants
will pay a pro rata share of brokerage commissions incurred by the Plan Administrator when it makes open market purchases.
Automatically reinvesting distributions does not
avoid a taxable event or the requirement to pay income taxes due upon receiving distributions, even though stockholders have not received
any cash with which to pay the resulting tax.
If stockholders hold shares of common stock with
a brokerage firm that does not participate in the Plan, they will not be able to participate in the Plan and any distribution reinvestment
may be effected on different terms than those described above. Consult your financial advisor for more information.
The Plan Administrator’s fees under the
Plan will be borne by the Fund. There is no direct service charge to participants in the Plan; however, the Fund reserves the right to
amend or terminate the Plan, including amending the Plan to include a service charge payable by the participants, if in the judgment of
the Board of Directors the change is warranted. Any amendment to the Plan, except amendments necessary or appropriate to comply with applicable
law or the rules and policies of the SEC or any other regulatory authority, require the Fund to provide at least 30 days written
notice to each participant. Additional information about the Plan may be obtained from U.S. Bancorp Fund Services, LLC at 615 East Michigan
Street, Milwaukee, Wisconsin 53202 or by calling 1-800-937-5449.
Description of Capital Structure
The following description is based on relevant
portions of the Maryland General Corporation Law and on the Charter and Bylaws. This summary is not necessarily complete, and you should
refer to the Maryland General Corporation Law and the Charter and Bylaws for a more detailed description of the provisions summarized
below.
Stock
The Fund’s authorized stock consists of
1,000,000,000 shares of stock, par value $0.001 per share, all of which are initially classified as common shares. Of that amount, 55,457,331
are outstanding as of January 8, 2024. The common shares are listed on the NYSE under the symbol “RA.” Under Maryland
law, the Fund’s stockholders generally are not personally liable for the Fund’s debts or obligations.
Under the Charter, the Board of Directors is authorized
to classify and reclassify any unissued shares of stock into other classes or series of stock and authorize the issuance of shares of
stock without obtaining stockholder approval. As permitted by the Maryland General Corporation Law, the Charter provides that the Board
of Directors, without any action by the stockholders, may amend the Charter from time to time to increase or decrease the aggregate number
of shares of stock or the number of shares of stock of any class or series that the Fund has authority to issue.
Common Shares
All common shares have equal voting rights and
equal rights as to earnings, assets and dividends and, when they are issued, will be duly authorized, validly issued, fully paid and nonassessable.
Dividends may be paid to the holders of the common shares if, as and when authorized by the Board of Directors and declared by the Fund
out of funds legally available therefor. Common shares have no preemptive, appraisal, exchange, conversion or redemption rights and are
freely transferable, except where their transfer is restricted by federal and state securities laws or by contract. In the event of the
Fund’s liquidation, dissolution or winding up, each common share would be entitled to share ratably in all of the Fund’s assets
that are legally available for distribution after the Fund pays all debts and other liabilities and subject to any preferential rights
of holders of the Fund’s preferred shares, if any preferred shares are outstanding at such time. Except as provided with respect
to any other class or series of stock, each common share is entitled to one vote on all matters submitted to a vote of stockholders, including
the election of Directors and the holders of the common shares will possess exclusive voting power. There is no cumulative voting in the
election of Directors, which means that holders of a majority of the outstanding common shares can elect all of the Fund’s Directors,
and holders of less than a majority of such shares will be unable to elect any Director.
Any additional offering of common shares will
be subject to the requirements of the 1940 Act, which provides that common shares may not be issued at a price below the then current
NAV, except in connection with an offering to existing common stockholders or with the consent of a majority of the Fund’s outstanding
voting securities.
The Fund’s NAV per share will be reduced
immediately following the offering of common shares by the amount of offering expenses paid by the Fund. See “Use of Proceeds.”
Unlike open-end funds, closed-end funds like the Fund do not continuously offer shares and do not provide daily redemptions. Rather, if
a stockholder determines to buy additional common shares or sell shares already held, the stockholder may do so by trading through a broker
on the NYSE or otherwise.
Shares of closed-end investment companies often
trade on an exchange at prices lower than NAV. Because the market value of the common shares may be influenced by such factors as dividend
distribution levels (which are, in turn, affected by expenses), dividend and distribution stability, NAV, market liquidity, relative demand
for and supply of such shares in the market, unrealized gains, general market and economic conditions and other factors beyond the control
of the Fund, the Fund cannot assure you that common shares will trade at a price equal to or higher than NAV in the future. Common shares
of the Fund are designed primarily for long-term investors and you should not purchase the common shares if you intend to sell them soon
after purchase.
Preferred Shares
The Fund’s governing documents provide that
the Board of Directors may authorize and issue preferred shares with rights as determined by the Board of Directors, by action of the
Board of Directors without prior approval of the holders of the common shares. Holders of common shares have no preemptive right to purchase
any preferred shares that might be issued. The Fund may in the future utilize preferred shares to the maximum extent permitted by the
1940 Act. Under the 1940 Act, the Fund may not issue preferred shares if, immediately after issuance, the Fund would have asset coverage
(as defined in the 1940 Act) of less than 200% (i.e., for every dollar of preferred shares outstanding, the Fund is required to
have at least two dollars of assets). In addition, the Fund is not permitted to declare any dividend (except a dividend payable in common
shares), or to declare any other distribution on its common shares, or to purchase any common shares, unless the preferred shares have
at the time of the declaration of any such dividend or other distribution, or at the time of any such purchase of common shares, an asset
coverage of at least 200% after deducting the amount of such dividend, distribution or purchase price. If preferred shares are issued,
the Fund intends, to the extent possible, to purchase or redeem preferred shares from time to time to the extent necessary to maintain
asset coverage of any preferred shares of at least 200%. Any preferred shares issued by the Fund would have voting rights and a liquidation
preference over the common shares. Issuance of preferred shares would constitute financial leverage and would entail special risks to
common stockholders.
If preferred shares are outstanding, two of the
Fund’s Directors will be elected by the holders of preferred shares, voting separately as a class. The remaining Directors of the
Fund will be elected by common stockholders and preferred shares voting together as a single class. In the unlikely event the Fund failed
to pay dividends on preferred shares for two years, preferred shares would be entitled to elect a majority of the Directors of the Fund.
The Fund may be subject to certain restrictions
imposed by guidelines of one or more rating agencies that may issue ratings for preferred shares issued by the Fund. These guidelines
may impose asset coverage or portfolio composition requirements that are more stringent than those imposed on the Fund by the 1940 Act.
Leverage
The Fund may issue preferred shares or debt securities,
or to borrow to increase its assets available for investment. The Fund, however, does not have any current intention to issue preferred
shares or debt securities. As a non-fundamental policy, the Fund may not issue preferred shares or borrow money and issue debt securities
with an aggregate liquidation preference and aggregate principal amount exceeding 331/3% of the Fund’s total assets.
However, the Board of Directors reserves the right to issue preferred shares or debt securities or borrow to the extent permitted by the
1940 Act. There can be no assurance that preferred shares representing such percentage, or any percentage, of the assets of the Fund will
actually be issued.
The Charter authorizes the Board of Directors
to classify and reclassify any unissued shares of stock into other classes or series of stock, including preferred shares, without the
approval of the holders of the common shares. Holders of common shares have no preemptive right to purchase any preferred shares that
might be issued. The Fund may elect to issue preferred shares as part of a leverage strategy.
Prior to issuance of shares of each class or series,
the Board of Directors is required by Maryland law and by the Charter to set the preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each class
or series. Thus, the Board of Directors could authorize the issuance of preferred shares with terms and conditions which could have the
effect of delaying, deferring or preventing a transaction or a change in control that might involve a premium price for holders of the
common shares or otherwise be in their best interests.
As provided in the 1940 Act and subject to certain
exceptions, the Fund intends to issue debt or preferred shares with the condition that immediately after issuance the value of its total
assets, less certain ordinary course liabilities, exceed 300% of the amount of the debt outstanding and exceed 200% of the sum of the
amount of debt and preferred shares outstanding. Any such debt or preferred shares may be convertible in accordance with SEC guidelines,
which may permit the Fund to obtain leverage at attractive rates.
The concept of leveraging is based on the premise
that so long as the cost of the leverage on the assets to be obtained by the leverage is lower than the return earned by the Fund on these
leveraged assets, the common stockholders will benefit from the incremental return. Should the differential between the return produced
by the underlying assets and the cost of leverage narrow, the incremental return will be reduced.
Furthermore, if the cost of the leverage on the
leveraged assets exceeds the return earned by the Fund on these leveraged assets, the NAV of the Fund will be diminished.
An issuance of preferred shares may subject the
Fund to certain restrictions on investments imposed by guidelines of one or more rating agencies that may issue ratings for any preferred
shares issued by the Fund.
Liquidation preference. In the event of
any voluntary or involuntary liquidation, dissolution or winding up of the Fund, the holders of preferred shares, if any, will be entitled
to receive a preferential liquidating distribution, which is expected to equal the original purchase price per preferred shares plus accrued
and unpaid dividends, whether or not declared, before any distribution of assets is made to holders of common shares. After payment of
the full amount of the liquidating distribution to which they are entitled, the holders of preferred shares will not be entitled to any
further participation in any distribution of assets by the Fund.
Voting rights. The 1940 Act requires that
the holders of any preferred shares, voting separately as a single class, have the right to elect at least two Directors at all times.
The remaining Directors will be elected by holders of common shares and preferred shares, voting together as a single class. In addition,
subject to the prior rights, if any, of the holders of any other class of senior securities outstanding, the holders of any preferred
shares have the right to elect a majority of the Board of Directors at any time when dividends on any preferred shares are unpaid for
two years. The 1940 Act also requires that, in addition to any approval by stockholders that might otherwise be required, the approval
of the holders of a majority of any outstanding preferred shares, voting separately as a class, would be required to (i) adopt any
plan of reorganization that would adversely affect the preferred shares, and (ii) take any action requiring a vote of security holders
under Section 13(a) of the 1940 Act, including, among other things, changes in the Fund’s classification as a closed-end
investment company or changes in its fundamental investment restrictions. As a result of these voting rights, the Fund’s ability
to take any such actions may be impeded to the extent that there are any preferred shares outstanding. The Board of Directors presently
intends that, except as otherwise indicated in this Prospectus and except as otherwise required by applicable law, holders of preferred
shares will have equal voting rights with common stockholders (one vote per share, unless otherwise required by the 1940 Act) and will
vote together with common stockholders as a single class.
The affirmative vote of the holders of a majority
of the outstanding preferred shares, voting as a separate class, will be required to amend, alter or repeal any of the preferences, rights
or powers of holders of preferred shares so as to affect materially and adversely such preferences, rights or powers. The class vote of
holders of preferred shares described above will in each case be in addition to any other vote required to authorize the action in question.
Distributions. Holders of any preferred
shares will be entitled to receive distributions, when, as and if authorized by the Board and declared by the Fund, out of funds legally
available therefor. The Prospectus Supplement for any preferred shares will describe the distribution payment provisions for those shares.
Distributions so declared and payable shall be paid to the extent permitted under Maryland law and to the extent available and in preference
to and priority over any distribution declared and payable on the common shares.
A declaration of a dividend or other distribution
of any common or preferred shares of the Fund may be prohibited (i) at any time that an event of default under any borrowings has
occurred and is continuing, (ii) if after giving effect to such declaration, purchase or redemption, the Fund would not meet the
1940 Act asset coverage requirements or any temporary requirements imposed under an order issued by the SEC or (iii) by Maryland
law in certain instances.
Subscription Rights
The Fund may issue subscription rights to holders
of certain securities. Subscription rights may be issued independently or together with any other offered security and may or may not
be transferable by the person purchasing or receiving the subscription rights. In connection with a subscription rights offering to holders
of certain securities, the Fund would distribute certificates evidencing the subscription rights and a Prospectus Supplement to our common
or preferred stockholders as of the record date that we set for determining the stockholders eligible to receive subscription rights in
such subscription rights offering.
The applicable Prospectus Supplement would describe
the following terms of subscription rights in respect of which this Prospectus is being delivered:
| · | the period of time the offering would remain open (which will be open a minimum number of days such that
all record holders would be eligible to participate in the offering and will not be open longer than 120 days); |
| · | the exercise price for such subscription rights (or method of calculation thereof); |
| · | the number of such subscription rights issued in respect of each common share; |
| · | the extent to which such subscription rights are transferable and the market on which they may be traded
if they are transferable; |
| · | if applicable, a discussion of the material U.S. federal income tax considerations applicable to the issuance
or exercise of such subscription rights; |
| · | the date on which the right to exercise such subscription rights will commence, and the date on which
such right will expire (subject to any extension); |
| · | the extent to which such subscription rights include an over-subscription privilege with respect to unsubscribed
securities and the terms of such over-subscription privilege; |
| · | any termination right the Fund may have in connection with such subscription rights offering; |
| · | the expected trading market, if any, for subscription rights; and |
| · | any other terms of such subscription rights, including exercise, settlement and other procedures and limitations
relating to the transfer and exercise of such subscription rights. |
Exercise of Subscription Rights. Each subscription
right would entitle the holder of the subscription right to purchase for cash such number of shares at such exercise price as in each
case is set forth in, or be determinable as set forth in the Prospectus Supplement relating to the subscription rights offered thereby.
Subscription rights would be exercisable at any time up to the close of business on the expiration date for such subscription rights set
forth in the Prospectus Supplement. After the close of business on the expiration date, all unexercised subscription rights would become
void.
Upon expiration of the rights offering and the
receipt of payment and the subscription rights certificate properly completed and duly executed at the corporate trust office of the subscription
rights agent or any other office indicated in the Prospectus Supplement, the Fund would issue, as soon as practicable, the shares purchased
as a result of such exercise. To the extent permissible under applicable law, the Fund may determine to offer any unsubscribed offered
securities directly to persons other than stockholders, to or through agents, underwriters or dealers or through a combination of such
methods, as set forth in the applicable Prospectus Supplement.
The staff of the SEC has interpreted the 1940
Act as not requiring stockholder approval of a transferable rights offering to purchase common stock at a price below the then current
net asset value so long as certain conditions are met, including: (i) the offering will fully protect stockholders’ preemptive
rights and will not discriminate among stockholders (except for the de minimis effect of not offering fractional rights); (ii) the
Fund will use its best efforts to ensure an adequate trading market in the rights for use by stockholders who do not exercise their rights;
and (iii) the ratio of the offering will not exceed one new share of common stock for each three rights held, assuming that the Fund
issues to its stockholders one right for each outstanding share of common stock (in effect, limiting rights offerings to no more than
one-third of the number of outstanding shares of common stock at the time of the rights offering). Furthermore, the Company’s Board
of Directors would determine in good faith that the offering would result in a net benefit to existing stockholders. Disclosure on the
findings of the Company’s Board of Directors will be included in the Prospectus Supplement for any transferable subscription rights
offering.
Certain Provisions of Maryland Law and of the
Fund’s Charter and Bylaws
The following description is based on relevant
portions of the Maryland General Corporation Law and on the Charter and Bylaws. This summary is not necessarily complete, and you should
refer to the Maryland General Corporation Law and the Charter and Bylaws for a more detailed description of the provisions summarized
below.
The Charter, the Bylaws and Maryland law include
provisions that could have the effect of limiting the ability of other entities or persons to acquire control of the Fund or to change
the composition of its Board. This could have the effect of depriving stockholders of an opportunity to sell their shares at a premium
over prevailing market prices by discouraging a third party from seeking to obtain control over the Fund. Such attempts could have the
effect of increasing the expenses of the Fund and disrupting the normal operation of the Fund. These provisions are intended to discourage
certain coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of the Fund to negotiate
first with the Board. The Fund believes that the benefits of these provisions outweigh the potential disadvantages of discouraging any
such acquisition proposals because the negotiation of such proposals may improve their terms. The Board of Directors has determined that
the following voting requirements, which are generally greater than the minimum requirements under Maryland law and the 1940 Act, are
in the best interests of the Fund and its stockholders generally.
Classified board of directors. The Fund’s
Board of Directors is divided into three classes of Directors. The current terms for the first, second and third classes will expire at
the Fund’s 2026, 2025, and 2024 annual meeting of stockholders, respectively. Upon expiration of their current terms, Directors
of each class will be elected to serve until the third succeeding annual meeting of stockholders and until their successors are duly elected
and qualify, and each year one class of Directors will be elected by the stockholders. A classified board may render a change in control
of the Fund or the removal of the Fund’s incumbent management more difficult. The Fund believes, however, that the longer time required
to elect a majority of a classified Board of Directors will help to ensure the continuity and stability of the Fund’s management
and policies.
Election of directors. The Charter and
Bylaws provide that Directors will be elected by the affirmative vote of a majority of the votes entitled to be cast in the election of
Directors. Pursuant to the Charter, the Board of Directors may amend the Bylaws from time to time to alter the vote required to elect
a Director.
Number of directors; vacancies; removal.
The Charter provides that the number of Directors will be set only by the Board of Directors in accordance with the Fund’s Bylaws.
The Fund’s Bylaws provide that a majority of the entire Board of Directors may at any time increase or decrease the number of Directors.
However, the number of Directors cannot be less than the minimum number required by the Maryland General Corporation Law or, unless the
Fund’s Bylaws are amended, more than 15.
The Fund has elected, by a provision in its Charter,
to be subject to a provision of the Maryland General Corporation Law requiring that, except as may be provided by the Board of Directors
in setting the terms of any class or series of preferred shares, any and all vacancies on the Board of Directors may be filled only by
the affirmative vote of a majority of the Directors remaining in office, even if the remaining Directors do not constitute a quorum, and
any Director elected to fill a vacancy will serve for the remainder of the full term of the directorship in which the vacancy occurred
and until a successor is elected and qualifies, subject to any applicable requirements of the 1940 Act. The Charter provides that, subject
to the rights of holders of one or more classes or series of preferred shares to elect or remove one or more directors, any director,
or the entire Board may be removed only for cause, as defined in the Charter, and then only by the affirmative vote of at least two-thirds
of the votes entitled to be cast in the election of Directors.
Action by stockholders. Under the Maryland
General Corporation Law, stockholder action can be taken only at an annual or special meeting of stockholders or, unless the Charter provides
for stockholder action by less than unanimous written consent (which is not the case for the Fund’s Charter), by unanimous written
consent in lieu of a meeting. These provisions, combined with the requirements of the Charter and Bylaws regarding the calling of a stockholder-requested
special meeting of stockholders discussed below, may have the effect of delaying consideration of a stockholder proposal until the next
annual meeting of stockholders.
Advance notice provisions for stockholder nominations
and stockholder proposals. The Fund’s Bylaws provide that, with respect to an annual meeting of stockholders, the nomination
of individuals for election as Directors and the proposal of other business to be considered by the Fund’s stockholders may be made
only (i) pursuant to the Fund’s notice of the meeting, (ii) by or at the direction of the Board of Directors or (iii) by
a stockholder who was a stockholder of record at the record date set by the Board of Directors for purposes of determining stockholders
entitled to vote at the annual meeting, at the time the stockholder provides notice in accordance with the Fund’s Bylaws and at
the time of the annual meeting, who is entitled to vote at the meeting in the election of such individuals as Directors or on such other
business and who has complied with the advance notice requirements of, and provided the information required by, the Fund’s Bylaws.
With respect to special meetings of the Fund’s stockholders, only the business specified in the notice of the meeting may be brought
before the meeting. Nominations of individuals for election as Directors at a special meeting of stockholders may be made only (i) by
or at the direction of the Board of Directors or (ii) if the special meeting has been called in accordance with the Fund’s
Bylaws for the purpose of electing directors, by any stockholder who is a stockholder of record at the record date set by the Board of
Directors for purposes of determining stockholders entitled to vote at the special meeting, at the time the stockholder provides the notice
required by the Fund’s Bylaws and at the time of the special meeting, who is entitled to vote at the meeting in the election of
each individual so nominated and who has complied with the advance notice requirements of, and provided the information required by, the
Fund’s Bylaws.
Calling of special meetings of stockholders.
The Bylaws provide that special meetings of the Fund’s stockholders may be called by the Board of Directors, the Chairman of the
Board and certain of the Fund’s officers. The Charter provides that a special meeting of stockholders requested by the stockholders
may only be called upon the request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast on
such matter at such meeting in accordance with the Fund’s Bylaws. The Fund’s Bylaws provide that, subject to the satisfaction
of certain procedural and informational requirements by the stockholders requesting the meeting, a special meeting of stockholders must
be called by the secretary of the Fund upon the written request of stockholders entitled to cast not less than a majority of all the votes
entitled to be cast at such meeting. The Fund’s secretary will inform the requesting stockholders of the reasonably estimated cost
of preparing and mailing the notice of meeting (including the Fund’s proxy materials), and the requesting stockholders must pay
the estimated cost before the secretary may prepare and mail notice of the special meeting.
Approval of extraordinary corporate action;
amendment of the Charter and Bylaws. Under Maryland law, a Maryland corporation generally cannot dissolve, amend its charter, merge,
sell all or substantially all of its assets, engage in a share exchange, convert or engage in similar transactions outside the ordinary
course of business, unless advised by its board of directors and approved by the affirmative vote of stockholders entitled to cast at
least two-thirds of the votes entitled to be cast on the matter. However, a Maryland corporation may provide in its charter for approval
of these matters by a lesser percentage, but not less than a majority of all of the votes entitled to be cast on the matter.
The Fund’s Charter generally provides for
approval of charter amendments and extraordinary transactions by the stockholders entitled to cast at least a majority of the votes entitled
to be cast on the matter. However, the Charter also provides that the following matters require the approval of stockholders entitled
to cast at least 80 percent of the votes entitled to be cast on such matter:
| · | amendments to the provisions of the Charter relating to the classification of the Board of Directors,
the power of the Board of Directors to fix the number of directors and to fill vacancies on the Board, the vote required to elect a Director,
the vote related to extraordinary transactions, the removal of a Director, the vote related to the amendment of the Fund’s Bylaws
and the vote to amend those provisions; |
| · | Charter amendments that would convert the Fund from a closed-end company to an open-end company or make
the common shares a redeemable security (within the meaning of the 1940 Act); |
| · | the liquidation or dissolution of the Fund or Charter amendments to effect the liquidation or dissolution
of the Fund; |
| · | any merger, consolidation, share exchange or sale or exchange of all or substantially all of the Fund’s
assets that the Maryland General Corporation Law requires be approved by the Fund’s stockholders; and |
| · | any transaction between the Fund and a person, or group of persons acting together, that is entitled to
exercise or direct the exercise, or acquire the right to exercise or direct the exercise, directly or indirectly, other than solely by
virtue of a revocable proxy, of one-tenth or more of the voting power in the election of Directors generally, or any person controlling,
controlled by or under common control with any such person or member of such group. |
However, if such amendment, proposal or transaction
is approved by at least two-thirds of the Fund’s continuing directors (in addition to approval by the Board of Directors), the amendment,
proposal or transaction may instead be approved by a majority of the votes entitled to be cast on such amendment, proposal or transaction;
provided further, that, with respect to any proposal, transaction or amendment referred to in above, if such proposal, transaction
or amendment is approved by the continuing directors, by a vote of at least two-thirds of such continuing directors, no stockholder approval
of such proposal, transaction or amendment shall be required unless the Maryland General Corporation Law or another provision of the Charter
or Bylaws otherwise requires such approval. The “continuing directors” are defined in the Charter as its current Directors
and Directors whose nomination for election by the Fund’s stockholders or whose election by the Directors to fill a vacancy on the
Board is approved by a majority of the continuing directors then serving on the Board of Directors.
The Charter and Bylaws provide that the Board
of Directors will have the exclusive power to adopt, alter or repeal any provision of the Fund’s Bylaws and to make new Bylaws.
Maryland Control Share Acquisition Act.
The Fund opted in to the Maryland Control Share Acquisition Act (the “MCSAA”), which provides that a holder of control shares
of a Maryland corporation acquired in a control share acquisition has no voting rights with respect to those shares except to the extent
approved by a vote of two-thirds of the votes entitled to be cast on the matter. Shares owned by the acquirer, by officers of the acquirer
or by an employee of the acquirer who is also a director of the acquirer are excluded from shares entitled to vote on the matter. Control
shares are voting shares of stock which, if aggregated with all other shares of stock owned by the acquirer or in respect of which the
acquirer is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the
acquirer to exercise voting power in electing directors within one of the following ranges of voting power: (i) one-tenth or more
but less than one-third; (ii) one-third or more but less than a majority, or (iii) a majority or more of all voting power.
Control shares do not include shares the acquiring
person is entitled to vote as a result of having previously obtained stockholder approval by a vote of two-thirds of the votes entitled
to be cast on the matter. A control share acquisition means the acquisition of issued and outstanding control shares, subject to certain
exceptions. The control share acquisition statute does not apply to shares acquired in a merger, consolidation, or statutory share exchange
if the corporation is a party to the transaction or acquisitions approved or exempted by the charter or bylaws of the corporation.
A person who has made or proposes to make a control
share acquisition may compel the board of directors of the corporation to call a special meeting of stockholders to be held within 50
days of demand to consider the voting rights of the shares. The right to compel the calling of a special meeting is subject to the satisfaction
of certain conditions, including an undertaking to pay the expenses of the meeting. If no request for a meeting is made, the corporation
may itself present the question at any stockholders meeting.
If voting rights are not approved at the meeting
or if the acquiring person does not deliver an “acquiring person statement” as described by Section 3-703 of the Maryland
General Corporation Law, then the corporation may redeem for fair value any or all of the control shares, except those for which voting
rights have previously been approved. The right of the corporation to redeem control shares is subject to certain conditions and limitations
on when such control shares may be redeemed. Fair value is determined, without regard to the absence of voting rights for the control
shares, as of the date of the last control share acquisition by the acquirer or of any meeting of stockholders at which the voting rights
of the shares are considered and not approved. If voting rights for control shares are approved at a stockholders meeting and the acquirer
becomes entitled to vote a majority of the shares entitled to vote, all other stockholders may exercise appraisal rights. The fair value
of the shares as determined for purposes of appraisal rights may not be less than the highest price per share paid by the acquirer in
the control share acquisition.
The MCSAA may have the effect of inhibiting a
third party from making a proposal to acquire us or of impeding a change in our control under circumstances that otherwise could provide
the holders of our common stock with the opportunity to realize a premium over the then prevailing market price of such shares.
Closed-End Fund Structure
The Fund is a diversified, closed-end management
investment company (commonly referred to as a closed-end fund). Closed-end funds differ from open-end funds (which are generally referred
to as mutual funds) in that closed-end funds generally list their shares for trading on a stock exchange and do not redeem their shares
at the request of the stockholder. This means that if you wish to sell your shares of a closed-end fund you must trade them on the market
like any other stock at the prevailing market price at that time. In a mutual fund, if the stockholder wishes to sell shares of the fund,
the mutual fund will redeem or buy back the shares at NAV. In addition, mutual funds generally offer new shares on a continuous basis
to new investors, and closed-end funds generally do not. The continuous inflows and outflows of assets in a mutual fund can make it difficult
to manage the fund’s investments. By comparison, closed-end funds are generally able to stay more fully invested in securities that
are consistent with their investment objectives, to have greater flexibility to make certain types of investments and to use certain investment
strategies, such as financial leverage and investments in illiquid securities.
Shares of closed-end funds often trade at a discount
to their NAV. Because of this possibility and the recognition that any such discount may not be in the interest of stockholders, the Board
of Directors might consider from time to time engaging in open-market repurchases, tender offers for shares or other programs intended
to reduce a discount. We cannot guarantee or assure, however, that the Board of Directors will decide to engage in any of these actions.
Nor is there any guarantee or assurance that such actions, if undertaken, would result in the shares trading at a price equal or close
to NAV per share. The Board of Directors might also consider converting the Fund to an open-end mutual fund, which would also require
a supermajority vote of the stockholders of the Fund and a separate vote of any outstanding preferred shares. We cannot assure you that
the Fund’s common shares will not trade at a discount.
Repurchase of Common Shares
The Fund is a diversified, closed-end management
investment company and as such its stockholders do not, and will not, have the right to require the Fund to repurchase their shares. The
Fund, however, may repurchase its common shares from time to time as and when it deems such a repurchase advisable. The Board of Directors
has authorized such repurchases to be made when the Fund’s common shares are trading at a discount. Although the Board of Directors
has authorized such repurchases, the Fund is not required to repurchase its common shares. Such repurchases may be subject to certain
notices and any applicable requirements under the 1940 Act.
Pursuant to the 1940 Act, the Fund may repurchase
its common shares on a securities exchange (provided that the Fund has informed its stockholders within the preceding six months of its
intention to repurchase such shares) or pursuant to tenders and may also repurchase shares privately if the Fund meets certain conditions
regarding, among other things, distribution of net income for the preceding fiscal year, status of the seller, price paid, brokerage commissions,
prior notice to stockholders of an intention to purchase shares and purchasing in a manner and on a basis that does not discriminate against
the other stockholders through their interest in the Fund.
If the Fund repurchases its common shares for
a price below NAV, the NAV of the common shares that remain outstanding will be enhanced, but this does not necessarily mean that the
market price of the outstanding common shares will be affected, either positively or negatively. The repurchase of common shares will
reduce the total assets of the Fund available for investment and may increase the Fund’s expense ratio and decreases the asset coverage
with respect to any preferred shares outstanding. Any share repurchases or tender offers will be made in accordance with the requirements
of the 1934 Act, the 1940 Act and the principal stock exchange on which the common shares are traded.
Net Asset Value
The NAV of the Fund is determined as of the close
of regular trading on the NYSE (generally, 4:00 p.m., Eastern Time), each day the NYSE is open for trading. The NYSE annually announces
the days on which it will not be open for trading. It is expected that the NYSE will not be open for trading on the following holidays:
New Year’s Day, Martin Luther King, Jr. Day, Washington’s Birthday/Presidents’ Day, Good Friday, Memorial Day,
Juneteenth National Independence Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
Generally, the Fund’s investments are valued
at market value or, in the absence of a market value, at fair value as determined under procedures approved by the Board. The Adviser
oversees the day to day responsibilities for valuation determinations under these procedures. The Board regularly reviews the application
of these procedures to the securities in the Fund’s portfolio. The Adviser’s Valuation Committee is comprised of senior members
of the Adviser’s management team.
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 Valuation Designee in accordance with the requirements of Rule 2a-5 under the 1940 Act.
Investments in equity securities listed or traded
on any securities exchange or traded in the over-the-counter market are valued at the last trade price as of the close of business on
the valuation date. If the NYSE closes early, then the equity security will be valued at the last traded price before the NYSE close.
Prices of foreign equities that are 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
NAV may differ from quoted or official closing prices. Debt instruments with remaining maturities of 60 days or less that are not credit
impaired are valued at amortized cost, unless the Valuation Designee determines such amount does not reflect fair value, in which case
these securities will be fair valued as determined by the Valuation Designee. Debt instruments having a maturity greater than 60 days
for which market quotations are readily available are valued at the latest average of the bid and asked prices. If there were no asked
prices quoted on such day, the security is valued using the closing bid price. Futures contracts are valued at the closing settlement
price of the exchange or board of trade on which the applicable contract is traded.
Options are valued using market quotations. When
market quotations are not readily available, options are valued from broker quotes. In limited circumstances when neither market quotations
nor broker quotes are readily available, options are valued using a Black-Scholes model.
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 broker-dealer 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.
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) knowledge of 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 the reasonableness
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 purchase or sell a portfolio security at the price used to
calculate the Fund’s NAV.
An internal pricing hierarchy has been established
to maximize the use of observable market data and minimize the use of unobservable 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.
Securities primarily traded in the NASDAQ Global
Market® for which market quotations are readily available shall be valued using the NASDAQ® Official Closing Price (“NOCP”).
If the NOCP is not available, such securities shall be valued at the last sale price on the day of valuation, or if there has been no
sale on such day, at the mean between the bid and asked prices. OTC securities which are not traded in the NASDAQ Global Market® shall
be valued at the most recent sales price. Securities and assets for which market quotations are not readily available (including restricted
securities which are subject to limitations as to their sale) are valued at fair value as determined in good faith under procedures approved
by or under the direction of the Board.
In the case of foreign securities, the occurrence
of certain events after the close of foreign markets, but prior to the time the Fund’s NAV is calculated (such as a significant
surge or decline in the United States or other markets) often will result in an adjustment to the trading prices of foreign securities
when foreign markets open on the following business day. If such events occur, the Fund will value foreign securities at fair value, taking
into account such events, in calculating the NAV. In such cases, use of fair valuation can reduce an investor’s ability to seek
to profit by estimating the Fund’s NAV in advance of the time the NAV is calculated. The Adviser anticipates that the Fund’s
portfolio holdings will be fair valued only if market quotations for those holdings are considered unreliable or are unavailable.
All other assets of the Fund are valued in such
manner as the Board in good faith deems appropriate to reflect their fair value.
Limitation on Directors’ and Officers’
Liability
Maryland law permits a Maryland corporation to
include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money
damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or
(b) active and deliberate dishonesty established by a final judgment as being material to the cause of action. The Fund’s Charter
contains such a provision which eliminates directors’ and officers’ liability to the maximum extent permitted by Maryland
law, subject to the requirements of the 1940 Act.
The Charter authorizes the Fund, to the maximum
extent permitted by Maryland law and subject to the requirements of the 1940 Act, to obligate the Fund to indemnify any present or former
director or officer or any individual who, while serving as a director or officer of the Fund and, at the Fund’s request, serves
or has served another corporation, real estate investment trust, partnership, joint venture, trust, limited liability company, employee
benefit plan or other enterprise as a director, officer, partner, trustee, manager or managing member from and against any claim or liability
to which that individual may become subject or which that individual may incur by reason of his or her service in any such capacity and
to pay or reimburse his or her reasonable expenses in advance of final disposition of a proceeding.
The Fund’s Bylaws obligate the Fund, to
the maximum extent permitted by Maryland law and subject to the requirements of the 1940 Act, to indemnify any present or former director
or officer or any individual who, while serving as a director or officer of the Fund and, at the Fund’s request, serves or has served
another corporation, real estate investment trust, partnership, joint venture, trust, limited liability company, employee benefit plan
or other enterprise as a director, officer, partner, trustee, manager or managing member and who is made, or threatened to be made, a
party to the proceeding by reason of his or her service in any such capacity and to pay or reimburse his or her reasonable expenses in
advance of final disposition of a proceeding. The Charter and Bylaws also permit the Fund to indemnify and advance expenses to any individual
who served any predecessor of the Fund in any of the capacities described above and any employee or agent of the Fund or a predecessor
of the Fund, if any.
Maryland law requires a corporation (unless its
charter provides otherwise, which the Fund’s Charter does not) to indemnify a director or officer who has been successful, on the
merits or otherwise, in the defense of any proceeding to which he or she is made, or threatened to be made, a party by reason of his or
her service in that capacity. Maryland law permits a corporation to indemnify its present and former directors and officers, among others,
against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to
which they may be made, or threatened to be made, a party by reason of their service in those or other capacities unless it is established
that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was
committed in bad faith, or (2) was the result of active and deliberate dishonesty, (b) the director or officer actually received
an improper personal benefit in money, property or services, or (c) in the case of any criminal proceeding, the director or officer
had reasonable cause to believe the act or omission was unlawful. Under Maryland law, however, a Maryland corporation may not indemnify
for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that a personal benefit
was improperly received, unless in either case a court orders indemnification, and then only for expenses. In addition, Maryland law permits
a corporation to pay or reimburse reasonable expenses to a director or officer in advance of final disposition of a proceeding upon the
corporation’s receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she
has met the standard of conduct necessary for indemnification by the corporation, and (b) a written undertaking by him or her or
on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct
was not met.
In accordance with the 1940 Act, the Fund will
not indemnify any person for any liability to which such person would be subject by reason of such person’s willful misconduct,
bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
Taxation
The following discussion is a brief summary of
certain U.S. federal income tax considerations affecting the Fund and its stockholders. A more complete discussion of the tax rules applicable
to the Fund and its stockholders can be found in the SAI that is incorporated by reference into this Prospectus. This discussion assumes
you are a U.S. person (as defined for U.S. federal income tax purposes) and that you hold your common shares as capital assets. This discussion
is based upon current provisions of the Code, the Treasury regulations promulgated thereunder and judicial and administrative authorities,
all of which are subject to change or differing interpretations by the courts or the Internal Revenue Service (the “IRS”),
possibly with retroactive effect. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position
different from any of the tax aspects set forth below. This summary does not purport to deal with all of the U.S. federal income tax consequences
applicable to the Fund, or which may be important to particular stockholders in light of their individual investment circumstances or
to some types of stockholders subject to special tax rules, such as stockholders subject to the alternative minimum tax, financial institutions,
broker-dealers, insurance companies, tax-exempt organizations, partnerships or other pass-through entities, persons holding common shares
in connection with a hedging, straddle, conversion or other integrated transaction, persons with a functional currency other than the
U.S. dollar, non-U.S. investors or stockholders who contribute assets other than cash to the Fund in exchange for common shares. If a
partnership (including any other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Rights or
common shares, the U.S. federal income tax treatment of a partner in such partnership generally will depend upon the status of the partner
and the activities of the partnership. Partners of partnerships that hold Rights or common shares should consult their tax advisors. No
attempt is made to discuss state, local or foreign tax consequences to investors in the Fund, nor to present a detailed explanation of
all U.S. federal tax concerns affecting the Fund and its stockholders (including stockholders owning large positions in the Fund).
The discussion set forth herein does not
constitute tax advice and potential investors are urged to consult their own tax advisers to determine the tax consequences to them of
investing in the Fund.
Taxation of the Fund
The Fund intends to elect to be treated, and to
qualify annually, as a regulated investment company under Subchapter M of the Code. Accordingly, the Fund must, among other things, meet
the following requirements regarding the source of its income and the diversification of its assets:
| (i) | derive in each taxable year at least 90% of its gross income from the following sources, which are referred
to herein as “Qualifying Income”: (a) dividends, interest (including tax-exempt interest), payments with respect to certain
securities loans, and gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including
but not limited to gain from options, futures and forward contracts) derived with respect to its business of investing in such stock,
securities or foreign currencies; and (b) interests in publicly traded partnerships that are treated as partnerships for U.S. federal
income tax purposes and that derive less than 90% of their gross income from the items described in clause (a) above (each a “Qualified
Publicly Traded Partnership”). |
| (ii) | diversify its holdings so that, at the end of each quarter of each taxable year, (a) at least 50%
of the market value of the Fund’s total assets is represented by cash and cash items (including receivables), U.S. government securities,
the securities of other regulated investment companies and other securities, with such other securities limited, in respect of any one
issuer, to an amount not greater than 5% of the value of the Fund’s total assets and not more than 10% of the outstanding voting
securities of such issuer and (b) not more than 25% of the market value of the Fund’s total assets is invested in the securities
of (I) any one issuer (other than U.S. government securities and the securities of other regulated investment companies), (II) any
two or more issuers (other than the securities of other regulated investment companies) that the Fund controls (by owning 20% or more
of the outstanding voting securities of such issuer) and that are determined to be engaged in the same business or similar or related
trades or businesses or (III) any one or more Qualified Publicly Traded Partnerships. |
Income from the Fund’s investments in grantor
trusts that are not Qualified Publicly Traded Partnerships (if any) will be Qualifying Income to the extent it is attributable to items
of income of such trust that would be Qualifying Income if earned directly by the Fund.
The Fund’s investments in partnerships,
including in Qualified Publicly Traded Partnerships, may result in the Fund’s being subject to state, local or foreign income, franchise
or withholding tax liabilities.
As a regulated investment company, the Fund generally
will not be subject to U.S. federal income tax on income and gains that the Fund distributes to its stockholders, provided that it distributes
each taxable year at least the sum of (i) 90% of the Fund’s investment company taxable income (which includes, among other
items, dividends, interest and the excess of any net short-term capital gain over net long-term capital loss and other taxable income,
other than any net capital gain (as defined below), reduced by deductible expenses) determined without regard to the deduction for dividends
paid and (ii) 90% of the Fund’s net tax-exempt interest (the excess of its gross tax-exempt interest over certain disallowed
deductions). The Fund intends to distribute substantially all of such income at least annually. The Fund will be subject to income tax
at regular corporate rates on any taxable income or gains that it does not distribute to its stockholders.
The Code imposes a 4% nondeductible excise tax
on the Fund to the extent the Fund does not distribute by the end of any calendar year an amount at least equal to the sum of (i) 98%
of its ordinary income (not taking into account any capital gain or loss) for the calendar year and (ii) 98.2% of its capital gain
in excess of its capital loss (adjusted for certain ordinary losses) for a one-year period generally ending on October 31 of the
calendar year (unless an election is made to use the Fund’s fiscal year). In addition, the minimum amounts that must be distributed
in any year to avoid the excise tax will be increased or decreased to reflect any under-distribution or over-distribution, as the case
may be, from previous years. While the Fund intends to distribute any income and capital gain in the manner necessary to minimize imposition
of the 4% nondeductible excise tax, there can be no assurance that sufficient amounts of the Fund’s taxable income and capital gain
will be distributed to entirely avoid the imposition of the excise tax. In that event, the Fund will be liable for the excise tax only
on the amount by which it does not meet the foregoing distribution requirement.
If for any taxable year the Fund does not qualify
as a regulated investment company, all of its taxable income (including its net capital gain) will be subject to tax at regular corporate
rates without any deduction for distributions to stockholders. In such case, dividends from the Fund generally should be eligible for
the preferential federal tax rate applicable to “qualified dividends” to non-corporate shareholders if certain requirements,
discussed below, are met.
Taxation of Stockholders
Distributions paid to you by the Fund from its
net capital gain (i.e., the excess of net long-term capital gain over net short-term capital loss), if any, that the Fund reports
as capital gains dividends (“capital gain dividends”) are taxable as long-term capital gains, regardless of how long you have
held your common shares. All other dividends paid to you by the Fund (including dividends from short-term capital gains) from its current
or accumulated earnings and profits (“ordinary income dividends”) are generally subject to tax as ordinary income, whether
paid in cash or reinvested in additional common shares.
Special rules apply, however, to certain
ordinary income dividends paid by the Fund to individuals. If you are an individual, ordinary income dividends that you receive from the
Fund may be eligible for taxation at the reduced federal rates applicable to long-term capital gains to the extent that (i) the ordinary
income dividend is attributable to “qualified dividend income” (i.e., generally dividends paid by U.S. corporations
and certain foreign corporations) received by the Fund, (ii) the Fund satisfies certain holding period and other requirements with
respect to the stock on which such qualified dividend income was paid and (iii) you satisfy certain holding period and other requirements
with respect to your common shares. The amount of qualified dividend income paid by the Fund depends on its underlying investments and
there can be no assurance as to what portion of the Fund’s ordinary income dividends will constitute qualified dividend income.
Any distributions you receive that are in excess
of the Fund’s current or accumulated earnings and profits will be treated as a tax-free return of capital to the extent of your
adjusted tax basis in your common shares, and thereafter as capital gain from the sale of common shares. The amount of any Fund distribution
that is treated as a tax-free return of capital will reduce your adjusted tax basis in your common shares (but not below zero), thereby
increasing your potential gain or reducing your potential loss on any subsequent sale or other disposition of your common shares. If you
purchase shares prior to a distribution, the price you pay for the shares may reflect, in part, the value of the upcoming distribution,
nonetheless the distribution will be taxable to you even though economically it may represent a return on your investment.
As noted above, dividends and other taxable distributions
are taxable to you even though they are reinvested in additional common shares of the Fund. Dividends and other distributions paid by
the Fund are generally treated under the Code as received by you at the time the dividend or distribution is made. If, however, the Fund
pays you a dividend in January that was declared in the previous October, November or December to stockholders of record
on a specified date in one of such months, then such dividend will be treated for tax purposes as being paid by the Fund and received
by you on December 31 of the year in which the dividend was declared.
The Fund will send you information after the end
of each year setting forth the amount and tax status of any distributions paid to you by the Fund.
The sale or other disposition of common shares
of the Fund will generally result in capital gain or loss to you, and will be long-term capital gain or loss if you have held such common
shares for more than one year at the time of sale. Any loss upon the sale or exchange of common shares held for six months or less will
be treated as long-term capital loss to the extent of any capital gain dividends received (including amounts credited as an undistributed
capital gain dividend) by you with respect to such common shares. Any loss you realize on a sale or exchange of common shares will be
disallowed if you acquire other common shares (whether through the automatic reinvestment of dividends or otherwise) within a 61-day period
beginning 30 days before and ending 30 days after your sale or exchange of the common shares. In such case, your tax basis in the common
shares acquired will be adjusted to reflect the disallowed loss.
Dividends and net capital gains are generally
subject to a 3.8% federal tax on net investment income for individual shareholders whose modified adjusted gross income exceeds $200,000
for single filers and $250,000 for married joint filers.
The Fund may be required to withhold, for federal
backup withholding tax purposes, a portion of the dividends, distributions and redemption proceeds payable to stockholders who fail to
provide the Fund (or its agent) with their correct taxpayer identification number (in the case of individuals, generally, their social
security number) or to make required certifications, or who have been notified by the IRS that they are subject to backup withholding.
Certain stockholders are exempt from backup withholding. Backup withholding, currently at a rate of 24%, is not an additional tax and
any amount withheld may be refunded or credited against your federal income tax liability, if any, provided that you timely furnish the
required information to the IRS. In addition, the Fund may be required to withhold on distributions to non-U.S. stockholders.
Plan of Distribution
We may sell our securities from time to time on
an immediate, continuous or delayed basis, in one or more offerings under this Prospectus and any applicable Prospectus Supplement in
any one or more of the following ways (1) directly to one or more purchasers, (2) through agents for the period of their appointment,
(3) to underwriters as principals for resale to the public, (4) to dealers as principals for resale to the public, (5) through,
in the case of our common shares, “at-the-market” transactions or (6) pursuant to our Dividend Reinvestment Plan.
The securities may be sold from time to time in
one or more transactions at a fixed price or fixed prices, which may change; at prevailing market prices at the time of sale; prices related
to prevailing market prices; at varying prices determined at the time of sale; or at negotiated prices. The applicable Prospectus Supplement
will describe the method of distribution of our securities offered therein.
Each Prospectus Supplement relating to an offering
of our securities will state the terms of the offering, including:
| · | the names of any agents, underwriters or dealers; |
| · | any sales loads, underwriting discounts and commissions or agency fees and other items constituting underwriters’
or agents’ compensation; |
| · | any discounts, commissions, fees or concessions allowed or reallowed or paid to dealers or agents; |
| · | the public offering or purchase price of the offered securities and the estimated net proceeds we will
receive from the sale; and |
| · | any securities exchange on which the offered securities may be listed. |
Any public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may be changed from time to time.
Direct Sales
We may sell our securities directly to, and solicit
offers from, purchasers, including institutional investors or others who may be deemed to be underwriters as defined in the Securities
Act for any resales of such securities. In this case, no underwriters or agents would be involved. We may use electronic media, including
the Internet, to sell offered securities directly. We will describe the terms of any of those sales in a Prospectus Supplement.
Distribution Through Agents
We may offer and sell our securities on a continuous
basis through agents that we designate. We will name any agent involved in the offer and sale and describe any commissions payable by
us in the Prospectus Supplement. Unless otherwise indicated in the Prospectus Supplement, the agents will be acting on a best efforts
basis for the period of their appointment.
Offers to purchase securities may be solicited
directly by the issuer or by agents designated by the issuer from time to time. Any such agent, who may be deemed to be an underwriter
as the term is defined in the Securities Act, involved in the offer or sale of the offered securities in respect of which this Prospectus
is delivered will be named, and any commissions payable by the issuer to such agent set forth, in a Prospectus Supplement.
Distribution Through Underwriters
We may offer and sell securities from time to
time to one or more underwriters who would purchase the securities as principal for resale to the public either on a firm commitment or
best efforts basis. If we sell securities to underwriters, we will execute an underwriting agreement with them at the time of the sale
and will name them in the Prospectus Supplement. In connection with these sales, the underwriters may be deemed to have received compensation
from us in the form of underwriting discounts and commissions. The underwriters also may receive commissions from purchasers of securities
for whom they may act as an agent. Unless otherwise stated in the Prospectus Supplement, the underwriters will not be obligated to purchase
the securities unless the conditions set forth in the underwriting agreement are satisfied, and if the underwriters purchase any of the
securities, they will be required to purchase all of the offered securities. In the event of default by any underwriter, in certain circumstances,
the purchase commitments may be increased among the non-defaulting underwriters or the underwriting agreement may be terminated. The underwriters
may sell the offered securities to or through dealers, and those dealers may receive discounts, concessions or commissions from the underwriters
as well as from the purchasers for whom they may act as an agent. Sales of the offered securities by underwriters may be in one or more
transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale.
The applicable Prospectus Supplement will describe the method of reoffering by the underwriters. The applicable Prospectus Supplement
will also describe the discounts and commissions to be allowed or paid to the underwriters, if any, all other items constituting underwriting
compensation, and the discounts and commissions to be allowed or paid to dealers, if any. If a Prospectus Supplement so indicates, we
may grant the underwriters an option to purchase additional common shares at the public offering price, less the underwriting discounts
and commissions, within a specified number of days from the date of the Prospectus Supplement, to cover any over-allotments.
Distribution Through Dealers
We may offer and sell securities from time to
time to one or more dealers who would purchase the securities as principal. The dealers then may resell the offered securities to the
public at fixed or varying prices to be determined by those dealers at the time of resale. We will set forth the names of the dealers
and the terms of the transaction in the applicable Prospectus Supplement.
Distribution Through Remarketing Firms
One or more dealers, referred to as “remarketing
firms,” may also offer or sell the securities, if the Prospectus Supplement so indicates, in connection with a remarketing arrangement
contemplated by the terms of the securities. Remarketing firms will act as principals for their own account or as agents. These remarketing
firms will offer or sell the securities in accordance with the terms of the securities. The Prospectus Supplement will identify any remarketing
firm and the terms of its agreement, if any, with us and will describe the remarketing firm’s compensation. Remarketing firms may
be deemed to be underwriters in connection with the securities they remarket.
Distribution Through At-the-Market Offerings
We may engage in at-the-market offerings to or
through a market maker or into an existing trading market, on an exchange or otherwise, in accordance with Rule 415(a)(4). An at-the-market
offering may be through an underwriter or underwriters acting as principal or agent for us.
General Information
Agents, underwriters, or dealers participating
in an offering of securities and remarketing firms participating in a remarketing of securities may be deemed to be underwriters, and
any discounts and commission received by them and any profit realized by them on resale of the offered securities for whom they may act
as agent, may be deemed to be underwriting discounts and commissions under the Securities Act.
We may offer to sell securities either at a fixed
price or at prices that may vary, at market prices prevailing at the time of sale, at prices related to prevailing market prices, or at
negotiated prices.
Ordinarily, each series of offered securities
will be a new issue of shares, and other than our common shares, will have no established trading market.
If indicated in the applicable Prospectus Supplement,
we may authorize underwriters or other persons acting as our agents to solicit offers by certain institutions to purchase securities from
us pursuant to contracts providing for payment and delivery on a future date. Institutions with which these contracts may be made include
commercial and savings banks, insurance companies, pension funds, educational and charitable institutions and others, but, in all cases,
these institutions must be approved by us. The obligations of any purchaser under any contract will be subject only to those conditions
described in the applicable Prospectus Supplement. The underwriters and the other agents will not have any responsibility for the validity
or performance of the contracts. The applicable Prospectus Supplement will describe the commission payable for solicitation of those contracts.
We may enter into derivative transactions with
third parties, or sell securities not covered by this Prospectus to third parties in privately negotiated transactions. If the applicable
Prospectus Supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this Prospectus
and the applicable Prospectus Supplement, including in short sale transactions. If so, the third parties may use securities pledged by
us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received
from us in settlement of those derivatives to close out any related open borrowings of stock. The third parties in such sale transactions
will be underwriters and will be identified in the applicable Prospectus Supplement (or a post-effective amendment).
We may loan or pledge securities to a financial
institution or other third party that, in turn, may sell the securities using this Prospectus. Such financial institution or third party
may transfer its short position to investors in our securities or in connection with a simultaneous offering of other securities offered
by this Prospectus.
In connection with any offering of the securities
in an underwritten transaction, the underwriters may engage in transactions that stabilize, maintain, or otherwise affect the market price
of the common shares or any other security.
Those transactions may include over-allotment,
entering stabilizing bids, effecting syndicate covering transactions, and reclaiming selling concessions allowed to an underwriter or
a dealer.
| · | An over-allotment in connection with an offering creates a short position in the offered securities for
the underwriters’ own account. |
| · | An underwriter may place a stabilizing bid to purchase an offered security for the purpose of pegging,
fixing, or maintaining the price of that security. |
| · | Underwriters may engage in syndicate covering transactions to cover over-allotments or to stabilize the
price of the offered securities by bidding for, and purchasing, the offered securities or any other securities in the open market in order
to reduce a short position created in connection with the offering. |
| · | The managing underwriter may impose a penalty bid on a syndicate member to reclaim a selling concession
in connection with an offering when offered securities originally sold by the syndicate member are purchased in syndicate covering transactions
or otherwise. |
Any of these activities may stabilize or maintain
the market price of the securities above independent market levels. The underwriters are not required to engage in these activities, and
may end any of these activities at any time.
Any underwriters that are qualified market makers
on the NYSE may engage in passive market-making transactions in our common shares on the NYSE in accordance with Regulation M under the
Exchange Act, during the business day prior to the pricing of the offering, before the commencement of offers or sales of the common shares
or any other covered security. Passive market makers must comply with applicable volume and price limitations and must be identified as
passive market makers. In general, a passive market maker must display its bid at a price not in excess of the highest independent bid
for such security; if all independent bids are lowered below the passive market maker’s bid, however, the passive market maker’s
bid must then be lowered when certain purchase limits are exceeded. Passive market making may stabilize the market price of the securities
at a level above that which might otherwise prevail in the open market and, if commenced, may be discontinued at any time.
We will not require underwriters or dealers to
make a market in the securities. Any underwriters to whom the offered securities are sold for offering and sale may make a market in the
offered securities, but the underwriters will not be obligated to do so and may discontinue any market-making at any time without notice.
Under agreements entered into with us, underwriters
and agents may be entitled to indemnification by us against certain civil liabilities, including liabilities under the Securities Act,
or to contribution for payments the underwriters or agents may be required to make. The underwriters, agents, and their affiliates may
engage in financial or other business transactions with us and our subsidiaries, if any, in the ordinary course of business.
In compliance with the guidelines of FINRA, the
maximum commission or discount to be received by any member of FINRA or independent broker-dealer will not be greater than 9% of the initial
gross proceeds from the sale of any security being sold.
The aggregate offering price specified on the
cover of this Prospectus relates to the offering of the securities not yet issued as of the date of this Prospectus. The place and time
of delivery for the offered securities in respect of which this Prospectus is delivered are set forth in the accompanying Prospectus Supplement.
To the extent permitted under the 1940 Act and
the rules and regulations promulgated thereunder, the underwriters may, from time to time, act as a broker or dealer and receive
fees in connection with the execution of our portfolio transactions after the underwriters have ceased to be underwriters and, subject
to certain restrictions, each may act as a broker while it is an underwriter.
A Prospectus and accompanying Prospectus Supplement
in electronic form may be made available on the websites maintained by the underwriters. The underwriters may agree to allocate our securities
for sale to their online brokerage account holders. Such allocations of our securities for internet distributions will be made on the
same basis as other allocations. In addition, our securities may be sold by the underwriters to securities dealers who resell securities
to online brokerage account holders.
Legal Matters
Certain legal matters in connection with the common
shares will be passed upon for the Fund by Paul Hastings LLP and, with respect to certain matters of Maryland law, by Venable LLP. Paul
Hastings LLP may rely on the opinion of Venable LLP as to certain matters of Maryland law.
Independent Registered Public Accounting Firm
[·] is the independent registered public
accounting firm of the Fund and audits the financial statements of the Fund. [·] is located at [·].
Additional Information
The Fund is subject to the informational requirements
of the 1934 Act and the 1940 Act and in accordance therewith files reports and other information with the SEC. Reports, proxy statements
and other information filed by the Fund with the SEC pursuant to the informational requirements of such Acts can be inspected and copied
at the public reference facilities maintained by the SEC, 100 F Street, N.E., Washington D.C. 20549. The SEC maintains a web site
at http://www.sec.gov containing reports, proxy and information statements and other information regarding registrants, including the
Fund, that file electronically with the SEC.
The common shares are listed on the NYSE under
the symbol “RA.” Reports, proxy statements and other information concerning the Fund and filed with the SEC by the Fund will
be available for inspection at the offices of the NYSE, 20 Broad Street, New York, New York 10005.
This Prospectus constitutes part of a registration
statement filed by the Fund with the SEC under the Securities Act and the 1940 Act. This Prospectus omits certain of the information contained
in the registration statement, and reference is hereby made to the registration statement and related exhibits for further information
with respect to the Fund and the common shares offered hereby. Any statements contained herein concerning the provisions of any document
are not necessarily complete, and, in each instance, reference is made to the copy of such document filed as an exhibit to the registration
statement or otherwise filed with the SEC. Each such statement is qualified in its entirety by such reference. The complete registration
statement may be obtained from the SEC upon payment of the fee prescribed by its rules and regulations or free of charge through
the SEC’s web site (http://www.sec.gov).
Privacy Principles of the Fund
The Fund is committed to maintaining the privacy
of its stockholders and to safeguarding their non-public personal information. The following information is provided to help you understand
what personal information the Fund collects, how the Fund protects that information and why, in certain cases, the Fund may share information
with select other parties.
Generally, the Fund does not receive any non-public
personal information relating to its stockholders, although certain non-public personal information of its stockholders may become available
to the Fund. The Fund does not disclose any non-public personal information about its stockholders or former stockholders to anyone, except
as permitted by law or as is necessary in order to service stockholder accounts (for example, to a transfer agent or third-party administrator).
The Fund restricts access to non-public personal
information about its stockholders to employees of the Fund, the Adviser and its affiliates with a legitimate business need for the information.
The Fund maintains physical, electronic and procedural safeguards designed to protect the non-public personal information of its stockholders.
Table of Contents of SAI
An SAI dated as of [·] has been filed with
the SEC and is incorporated by reference in this Prospectus. An SAI may be obtained without charge by writing to the Fund at its address
at Brookfield Place, 250 Vesey Street, 15th Floor, New York, New York 10281-1023, or by calling the Fund toll-free at (855) 777-8001.
The table of contents of the SAI is as follows:
Page
Brookfield Real Assets Income Fund Inc.
COMMON SHARES
PREFERRED SHARES
SUBSCRIPTION RIGHTS TO PURCHASE COMMON SHARES
SUBSCRIPTION RIGHTS TO PURCHASE PREFERRED SHARES
PROSPECTUS
[·]
The information in this Prospectus
is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange
Commission is effective. This Prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
Subject to Completion,
Preliminary Base Prospectus dated January 10, 2024
$400,000,000
Brookfield Real Assets Income Fund Inc.
Common Shares
Preferred Shares
Subscription Rights to Purchase Common Shares
Subscription Rights to Purchase Preferred Shares
PROSPECTUS
[·],
2024
The information in this Statement
of Additional Information is not complete and may be changed. The Fund may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This Statement of Additional Information is not an offer to sell these
securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject to Completion,
Dated January 10, 2024
BROOKFIELD REAL ASSETS INCOME FUND INC.
STATEMENT OF ADDITIONAL INFORMATION
Brookfield Real Assets Income Fund Inc., a Maryland
corporation (the “Fund”), is a diversified, closed-end management investment company registered under the Investment Company
Act of 1940, as amended (the “1940 Act”). The Fund’s investment objective is to seek high total return, primarily through
high current income and secondarily, through growth of capital. An investment in the Fund is not appropriate for all investors. There
can be no assurance that the Fund’s investment objective will be achieved.
Brookfield Public Securities Group LLC serves
as investment adviser to the Fund (“PSG,” or the “Adviser”). Oaktree Fund Advisors, LLC serves as an investment
sub-adviser to the Fund (the “Sub-Adviser”).
This Statement of Additional Information (the
“SAI”) relating to the offering, from time to time, in one or more offerings, common shares or preferred shares, each having
a par value of $0.001 per share, or subscription rights to purchase our common shares or preferred shares (the “Offer”). Shares
may be offered at prices and on terms to be set forth in one or more supplements to this Prospectus (each, a “Prospectus Supplement”).
This SAI does not include all information that a prospective investor should consider before investing in the Fund’s common shares,
and investors should obtain and read the Prospectus dated [·], and the applicable Prospectus Supplement carefully before you invest
in our shares. A copy of the Fund’s registration statement, including the Prospectus and Prospectus Supplements, may be obtained
from the Securities and Exchange Commission (the “SEC”) upon payment of the fee prescribed, or inspected at the SEC’s
office or via its website (http://www.sec.gov) at no charge. Capitalized terms used but not defined in this SAI have the meaning ascribed
to them in the Prospectus.
This Statement of Additional Information is dated
[·], 2024.
Table of Contents
Page
The Fund
Brookfield Real Assets Income Fund Inc. (the “Fund”)
is a diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940
Act”). The Fund was formed from the reorganizations of three closed-end funds, as further described below, and commenced operations
on December 5, 2016. The Fund’s shares are listed on the New York Stock Exchange (“NYSE”) and trade under the ticker
symbol “RA.” The Fund was incorporated under the laws of the State of Maryland on October 6, 2015.
The Fund was formed from the reorganizations of
each of Brookfield Mortgage Opportunity Income Fund Inc. (NYSE: BOI), Brookfield High Income Fund Inc. (NYSE: HHY) and Brookfield Total
Return Fund Inc. (NYSE: HTR) (collectively, the “Target Funds”) into the Fund (each, a “Reorganization” and together,
the “Reorganizations”). As a result of the Reorganizations, common stockholders of HHY, HTR and BOI, respectively, received
an amount of RA common shares equal to the aggregate net asset value (“NAV”) of their holdings of HHY, HTR and BOI common
shares, as applicable, as determined at the close of business on December 2, 2016. As a result of the Reorganizations, the assets
of the Target Funds were combined, and the stockholders of each Target Fund became stockholders of the Fund.
Following the Reorganizations, another fund, Brookfield
Global Listed Infrastructure Income Fund Inc. (NYSE: INF), was reorganized into the Fund (also, a “Reorganization”). As a
result of this Reorganization, common stockholders of INF received newly issued common shares of RA, par value $0.001 per share, the aggregate
net asset value (not the market value) of which will equal the aggregate net asset value (not the market value) of the common shares of
INF held immediately prior to the Reorganization, less the costs of such Reorganization.
The Fund is treated as the survivor of the Reorganizations
for accounting and performance reporting purposes. Accordingly, all performance and other information shown for the Fund is from its commencement
of operations date on December 5, 2016, and there is no historical performance or other information to present for the Target Funds.
Risk Factors and Special Considerations
The information contained under the heading “Additional
Fund Information—Additional Risk Factors and Special Considerations” in the Fund’s Annual Report is incorporated herein
by reference.
Investment Restrictions
The information contained under the heading “Additional
Fund Information—Investment Restrictions” in the Fund’s Annual Report is incorporated herein by reference.
Management of the Fund
Directors and Officers
Please refer to the sections of the Fund’s
definitive proxy statement on Schedule 14A for the annual meeting of the Fund’s shareholders entitled “Information Concerning
Nominees and Directors” and “Officers of the Funds,” which are incorporated by reference herein, for a discussion of
the Fund’s directors and officers, their principal occupations and other affiliates during the past five years, the number of portfolios
that they oversee, and other information about them, other than as noted below.
Additional Information Concerning our Board
of Directors; Board Committees
Please refer to the section of the Fund’s
definitive proxy statement on Schedule 14A for the annual meeting of the Fund’s shareholders entitled “Information Regarding
the Board and its Committees,” which is incorporated by reference herein, for a discussion regarding additional information about
the Fund’s Board of Directors (the “Board of Directors,” or the “Board”).
Director Beneficial Share Ownership
Please refer to the section of the Fund’s
definitive proxy statement on Schedule 14A for the annual meeting of the Fund’s shareholders entitled “Share Ownership,”
which is incorporated by reference herein, for information relating to share ownership and the amount of shares beneficially owned in
the Fund by each Director.
Remuneration of Directors and Officers
Please refer to the section of the Fund’s
definitive proxy statement on Schedule 14A for the annual meeting of the Fund’s shareholders entitled “Compensation of Directors
and Executive Officers,” which is incorporated by reference herein, for information pertaining to the compensation received by each
Director and Officer for his or her services to the Fund.
Indemnification of Officers and Directors;
Limitations on Liability
Maryland law permits a Maryland corporation to
include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money
damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or
(b) active and deliberate dishonesty established by a final judgment as being material to the cause of action. The Fund’s Charter
contains such a provision which eliminates directors’ and officers’ liability to the maximum extent permitted by Maryland
law, subject to the requirements of the 1940 Act.
The Fund’s charter (the “Charter”)
authorizes the Fund, to the maximum extent permitted by Maryland law and subject to the requirements of the 1940 Act, to obligate the
Fund to indemnify any present or former director or officer or any individual who, while serving as a director or officer of the Fund
and, at the Fund’s request, serves or has served another corporation, real estate investment trust, partnership, joint venture,
trust, limited liability company, employee benefit plan or other enterprise as a director, officer, partner, trustee, manager or managing
member from and against any claim or liability to which that individual may become subject or which that individual may incur by reason
of his or her service in any such capacity and to pay or reimburse his or her reasonable expenses in advance of final disposition of a
proceeding.
The Fund’s bylaws (as amended from time
to time, the “Bylaws”) obligate the Fund, to the maximum extent permitted by Maryland law and subject to the requirements
of the 1940 Act, to indemnify any present or former director or officer or any individual who, while serving as a director or officer
of the Fund and, at the Fund’s request, serves or has served another corporation, real estate investment trust, partnership, joint
venture, trust, limited liability company, employee benefit plan or other enterprise as a director, officer, partner, trustee, manager
or managing member and who is made, or threatened to be made, a party to the proceeding by reason of his or her service in any such capacity
and to pay or reimburse his or her reasonable expenses in advance of final disposition of a proceeding. The Charter and Bylaws also permit
the Fund to indemnify and advance expenses to any individual who served any predecessor of the Fund in any of the capacities described
above and any employee or agent of the Fund or a predecessor of the Fund, if any.
Maryland law requires a corporation (unless its
charter provides otherwise, which the Fund’s Charter does not) to indemnify a director or officer who has been successful, on the
merits or otherwise, in the defense of any proceeding to which he or she is made, or threatened to be made, a party by reason of his or
her service in that capacity. Maryland law permits a corporation to indemnify its present and former directors and officers, among others,
against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to
which they may be made, or threatened to be made, a party by reason of their service in those or other capacities unless it is established
that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was
committed in bad faith or (2) was the result of active and deliberate dishonesty, (b) the director or officer actually received
an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director or officer
had reasonable cause to believe the act or omission was unlawful. However, under Maryland law, a Maryland corporation may not indemnify
for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that a personal benefit
was improperly received, unless in either case a court orders indemnification, and then only for expenses. In addition, Maryland law permits
a corporation to pay or reimburse reasonable expenses to a director or officer in advance of final disposition of a proceeding upon the
corporation’s receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she
has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by him or her or on
his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct
was not met.
In accordance with the 1940 Act, the Fund will
not indemnify any person for any liability to which such person would be subject by reason of such person’s willful misconduct,
bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
Investment Advisory and Administrative Arrangements
Brookfield Public Securities Group LLC (the “Adviser”
or “PSG”), a Delaware limited liability company and a registered investment adviser under the Investment Advisers Act of 1940,
as amended, serves as the investment adviser and administrator to the Fund. Founded in 1989, the Adviser is an indirect wholly-owned subsidiary
of Brookfield Asset Management ULC, an unlimited liability company formed under the laws of British Columbia, Canada (“BAM ULC”).
Brookfield Corporation, a publicly traded company (NYSE: BN; TSX: BN), holds a 75% interest in BAM ULC, while Brookfield Asset Management
Ltd., a publicly traded company (NYSE: BAM; TSX: BAMA) (“Brookfield Asset Management”), holds a 25% interest in BAM ULC. Brookfield
Asset Management is a leading global alternative asset manager focused on real estate, renewable power, infrastructure and private equity,
with assets under management of approximately $[·] billion as of [·]. In addition to Brookfield Investment Funds (the “Trust”),
the 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 Adviser specializes in global listed real assets strategies and its investment
philosophy incorporates a value-based approach towards investment. The Adviser also provides advisory services to several other registered
investment companies. As of [·] the Adviser and its affiliates had approximately $[·] billion in assets under management. The
Adviser’s principal offices are located at Brookfield Place, 250 Vesey Street, New York, New York 10281-1023.
The Adviser has also entered into a sub-advisory
agreement (the “Sub-Advisory Agreement”) with Oaktree Fund Advisors, LLC (the “Sub-Adviser”), a Delaware limited
liability company and a registered investment adviser under the Investment Advisers Act of 1940, as amended, serves as the investment
sub-adviser to the Fund. The Sub-Adviser is an affiliate of Oaktree Capital Management, L.P. (“OCM”), a leading global investment
management firm headquartered in Los Angeles, California focused on less efficient markets and alternative investments, and is a subsidiary
of Oaktree Capital Group, LLC (“OCG,” together with OCM and the Adviser, “Oaktree”). Oaktree was formed in April 1995
and is a leading global investment management firm headquartered in Los Angeles, California, with more than [·] employees throughout
offices in [·] cities worldwide. As of [·], Oaktree had approximately $[·] billion in assets under management. Oaktree’s
senior executives and investment professionals have focused on less efficient markets and alternative investments for the past [·]
years. Oaktree emphasizes an opportunistic, value-oriented approach to investments in distressed debt, corporate debt (including mezzanine
finance, direct lending, high yield debt and senior loans), control investing, convertible securities, real estate, listed equities and
multi-strategy solutions.
The firm’s competitive advantages include
its experienced team of investment professionals, a global platform and a unifying investment philosophy. This investment philosophy—the
six tenets of which are risk control, consistency, market inefficiency, specialization, bottom-up analysis and disavowal of market timing—is
complemented by a set of core business principles that articulate Oaktree’s commitment to excellence in investing; commonality of
interests with clients; a collaborative and cooperative culture; and a disciplined, opportunistic approach to the expansion of offerings.
As a result of consistent application of our philosophy
and principles, Oaktree has earned a large and distinguished clientele. Among Oaktree’s clients are [·] of the [·] largest
U.S. pension plans, more than [·]corporations around the world, [·] of the [·] state retirement plans in the United States,
over [·] endowments and foundations globally, and [·] sovereign wealth funds.
The firm’s expertise in investing across
the capital structure has allowed Oaktree to cultivate a diversified mix of global investment strategies in four categories: credit, private
equity, real assets and listed equities. Importantly, the expansion of our strategies has been achieved primarily through “step-outs”
into highly related fields, based on identifying markets that (a) we believe have the potential for attractive returns, and (b) can
be exploited in a manner consistent with the firm’s philosophy focused on risk control.
In 2019, Brookfield Asset Management ULC (formerly,
Brookfield Asset Management Inc.), an unlimited liability company formed under the laws of British Columbia, Canada (“BAM ULC”)
(“Brookfield”), acquired a majority interest in Oaktree. Brookfield Corporation, a publicly traded company (NYSE: BN; TSX:
BN), holds a 75% interest in BAM ULC, while Brookfield Asset Management Ltd., a publicly traded company (NYSE: BAM; TSX: BAMA) (“Brookfield
Asset Management”), holds a 25% interest in BAM ULC. Brookfield Asset Management is a leading global alternative asset manager focused
on real estate, renewable power, infrastructure and private equity, with approximately $[·] billion of assets under management as
of December 31, 2023. Together, Brookfield and Oaktree provide investors with one of the most comprehensive offerings of alternative
investment products available today. While partnering to leverage one another’s strengths, Oaktree operates as an independent business
within the Brookfield family, with its own product offerings and investment, marketing, and support teams. As of December 31, 2023,
Oaktree had approximately $[·] billion under management.
PSG serves as the Adviser of the Fund while the
Sub-Adviser provides sub-advisory services with respect to the securitized products allocation of the Fund. As Adviser, PSG manages the
Fund’s investments outside of securitized products and has oversight responsibilities over the securitized products allocation managed
by Oaktree. Mr. Larry Antonatos, the lead portfolio manager of the Fund, and Messrs. Christopher Janus and Gaal Surugeon are
jointly and primarily responsible for the day-to-day management of the Fund, including the authority to adjust the strategic allocation
of assets between corporate credit, securitized credit and equity securities. In managing the corporate credit, securitized credit and
equity investment sleeves of the Fund, Messrs. Antonatos, Janus and Surugeon leverage the expertise of their colleagues on PSG’s
investment teams, as well as the securitized credit investment teams at Oaktree.
The Advisory Agreement and the Sub-Advisory Agreement
were most recently approved by a majority of the Board of Directors, including a majority of the Directors who are not “interested
persons” (as defined in the 1940 Act), at a meeting of the Board of Directors held on May 19, 2023. The Advisory Agreement
and the Sub-Advisory Agreement continue in effect for successive annual periods so long as such continuation is specifically approved
at least annually by the vote of (i) the Board or (ii) a vote of a majority (as defined in the 1940 Act) of the outstanding
voting securities of the Fund, provided that in either event the continuance also is approved by a majority of the Directors who are not
“interested persons” (as defined pursuant to the 1940 Act) of the Fund or the Adviser, as applicable, by vote cast in person
at a meeting called for the purpose of voting on such approval.
The Advisory Agreement and the Sub-Advisory Agreement
are each terminable without penalty, on 60 days’ notice, by the Fund’s Board or by vote of the holders of a majority of the
Fund’s shares, or by the Adviser or the Sub-Adviser, respectively, upon not less than 60 days’ notice with respect to each
agreement. Each of the Advisory Agreement and the Sub-Advisory Agreement will terminate automatically in the event of its assignment (as
defined in the 1940 Act).
As compensation for its services and the related
expenses the Adviser bears, the Adviser is compensated for its services and its related expenses at an annual rate of 1.00% of the Fund’s
average daily total Managed Assets payable monthly in arrears. The Adviser, not the Fund, is responsible for any fees due to Oaktree.
As compensation for its sub-advisory services,
the Adviser has agreed to pay the Sub-Adviser a monthly fee, computed and accrued daily, based on an annual rate of (i) 0.385% of
the Fund’s average daily Managed Assets multiplied by (ii) a fraction, the numerator of which is the average daily total assets
comprising the sleeve for such period and the denominator of which is the average daily total assets comprising the Fund for such period.
Advisory Fees Earned by the Adviser
| For the Year Ended: | |
Earned by
the
Investment
Adviser | |
| December 31, 2023 | |
$ | [·] | |
| December 31, 2022 | |
$ | [·] | |
| December 31, 2021 | |
$ | [·] | |
A discussion regarding the basis of the Board’s
most recent approval of the Advisory Agreement and the Sub-Advisory Agreement is available in the Fund’s semi-annual report for
the period ended June 30, 2023.
Pursuant to an administration agreement (the “Administration
Agreement”), the Adviser provides administrative services reasonably necessary for the Fund’s operations, other than those
services that the Adviser provides to the Fund pursuant to the Advisory Agreement. For its services under the Administration Agreement,
the Adviser receives from the Fund an annual fee equal to 0.15% of the Fund’s Managed Assets.
Sub-Adviser
As discussed above, the Adviser has entered into
the Sub-Advisory Agreement with the Sub-Adviser. The Adviser leverages the expertise of Oaktree to manage a portion of the Fund’s
securitized credit allocation, with a focus on its investments in commercial mortgage-backed securities and related assets. As investment
adviser, PSG determines, and has oversight responsibility for, the Fund’s securitized credit allocations managed by the Sub-Adviser.
Sub-Administrator
Pursuant to a sub-administration agreement (the
“Sub-Administration Agreement”), U.S. Bancorp Fund Services, LLC, (“USBFS” or the “Sub-Administrator”),
1201 South Alma School Road, Suite 3000, Mesa, Arizona 85210, acts as the Sub-Administrator to the Fund. USBFS provides certain services
to the Fund including, among other responsibilities, coordinating the negotiation of contracts and fees with, and the monitoring of performance
and billing of, the Fund’s independent contractors and agents; preparation for signature by an officer of the Fund of all documents
required to be filed for compliance by the Fund with applicable laws and regulations, excluding those of the securities laws of various
states; arranging for the computation of performance data, including net asset value per share and yield; responding to stockholder inquiries;
and arranging for the maintenance of books and records of the Fund, and providing, at its own expense, office facilities, equipment and
personnel necessary to carry out its duties. In this capacity, USBFS does not have any responsibility or authority for the management
of the Fund, the determination of investment policy, or for any matter pertaining to the distribution of Fund shares.
Portfolio Manager Information
The information below provides additional information
regarding the individuals identified in the Prospectus as responsible for day-to-day management of the Fund (collectively, the “Portfolio
Managers”). All asset information is as of December 31, 2023.
The table below shows the number of other accounts
managed by the Portfolio Managers of the Adviser, and sub-adviser, and the total assets in each of the following categories: registered
investment companies, other pooled investment vehicles and other accounts. For each category, the table also shows the number of accounts
and the total assets in the accounts with respect to which the advisory fee is based on account performance.
PSG
Name of Portfolio
Manager |
|
Type of accounts |
|
Total
number of
accounts
managed |
|
Total
assets (in
millions) |
|
Number of
accounts
managed
with
advisory fee
based on
performance |
|
Total assets
with
advisory fee
based on
performance |
|
| Larry Antonatos |
|
Registered Investment Companies: |
|
[·] |
|
$ |
[·] |
|
[·] |
|
$ |
[·] |
|
| |
|
Other Pooled Investment Vehicles: |
|
[·] |
|
$ |
[·] |
|
[·] |
|
$ |
[·] |
|
| |
|
Other Accounts: |
|
[·] |
|
$ |
[·] |
|
[·] |
|
$ |
[·] |
|
| Chris Janus |
|
Registered Investment Companies: |
|
[·] |
|
$ |
[·] |
|
[·] |
|
$ |
[·] |
|
| |
|
Other Pooled Investment Vehicles: |
|
[·] |
|
$ |
[·] |
|
[·] |
|
$ |
[·] |
|
| |
|
Other Accounts: |
|
[·] |
|
$ |
[·] |
|
[·] |
|
$ |
[·] |
|
| Gaal Surugeon |
|
Registered Investment Companies: |
|
[·] |
|
$ |
[·] |
|
[·] |
|
$ |
[·] |
|
| |
|
Other Pooled Investment Vehicles: |
|
[·] |
|
$ |
[·] |
|
[·] |
|
$ |
[·] |
|
| |
|
Other Accounts: |
|
[·] |
|
$ |
[·] |
|
[·] |
|
$ |
[·] |
|
Oaktree
Name of portfolio
manager |
|
Type of accounts |
|
Total
number of
accounts
managed |
|
Total
assets (in
millions) |
|
Number of
accounts
managed
with
advisory fee
based on
performance |
|
Total assets
with
advisory fee
based on
performance |
|
| Justin Guichard |
|
Registered Investment Companies: |
|
[·] |
|
$ |
[·] |
|
[·] |
|
$ |
[·] |
|
| |
|
Other Pooled Investment Vehicles: |
|
[·] |
|
$ |
[·] |
|
[·] |
|
$ |
[·] |
|
| |
|
Other Accounts: |
|
[·] |
|
$ |
[·] |
|
[·] |
|
$ |
[·] |
|
Potential Conflicts of Interest
Actual or apparent conflicts of interest may arise
when the Portfolio Managers also have day-to-day management responsibilities with respect to one or more other accounts. These potential
conflicts include:
Allocation of limited time and attention.
As indicated above, each Portfolio Manager manages multiple accounts. As a result, a Portfolio Manager will not be able to devote all
of his time to management of the Fund. A Portfolio Manager, therefore, may not be able to formulate as complete a strategy or identify
equally attractive investment opportunities for the Fund as might be the case if he were to devote all of his attention to the management
of only the Fund.
Allocation of limited investment opportunities.
As indicated above, each Portfolio Manager manages accounts with investment strategies and/or policies that are similar to the Fund. If
a Portfolio Manager identifies an investment opportunity that may be suitable for multiple accounts, the Fund may not be able to take
full advantage of that opportunity because the opportunity may be allocated among these accounts or other accounts managed primarily by
other Portfolio Managers of the Adviser and its affiliates. In addition, in the event a Portfolio Manager determines to purchase a security
for more than one account in an aggregate amount that may influence the market price of the security, accounts that purchased or sold
the security first may receive a more favorable price than accounts that made subsequent transactions.
Pursuit of differing strategies. At times,
a Portfolio Manager may determine that an investment opportunity may be appropriate for only some of the accounts for which the manager
exercises investment responsibility, or may decide that certain of these funds or accounts should take differing positions with respect
to a particular security. In these cases, a Portfolio Manager may execute differing or opposite transactions for one or more accounts
which may affect the market price of the security or the execution of the transaction, or both, to the detriment of one or more other
accounts. For example, the sale of a long position or establishment of a short position by an account may impair the price of the same
security sold short by (and therefore benefit) the Adviser and its affiliates, or other accounts, and the purchase of a security or covering
of a short position in a security by an account may increase the price of the same security held by (and therefore benefit) the Adviser
and its affiliates, or other accounts.
Selection of broker/dealers. A Portfolio
Manager may be able to select or influence the selection of the brokers and dealers that are used to execute securities transactions for
the funds or accounts that he supervises. In addition to providing execution of trades, some brokers and dealers provide portfolio managers
with brokerage and research services which may result in the payment of higher brokerage fees than might otherwise be available. These
services may be more beneficial to certain funds or accounts of the Adviser and its affiliates than to others. Although the payment of
brokerage commissions is subject to the requirement that the Adviser determines in good faith that the commissions are reasonable in relation
to the value of the brokerage and research services provided to the fund, a Portfolio Manager’s decision as to the selection of
brokers and dealers could yield disproportionate costs and benefits among the funds or other accounts that the Adviser and its affiliates
manage. In addition, with respect to certain types of accounts (such as pooled investment vehicles and other accounts managed for organizations
and individuals) the Adviser may be limited by the client concerning the selection of brokers or may be instructed to direct trades to
particular brokers. In these cases, the Adviser or its affiliates may place separate, non-simultaneous transactions in the same security
for the Fund and another account that may temporarily affect the market price of the security or the execution of the transaction, or
both, to the detriment of the Fund or the other accounts.
Variation in compensation. A conflict of
interest may arise where the financial or other benefits available to a Portfolio Manager differ among the accounts that he manages. If
the structure of the Adviser’s management fee or a Portfolio Manager’s compensation differs among accounts (such as where
certain accounts pay higher management fees or performance based management fees), the Portfolio Manager may be motivated to favor certain
accounts over others. A Portfolio Manager also may be motivated to favor accounts in which he has investment interests, or in which the
Adviser or its affiliates have investment interests. Similarly, the desire to maintain assets under management or to enhance a Portfolio
Manager’s performance record or to derive other rewards, financial or otherwise, could influence a Portfolio Manager in affording
preferential treatment to those accounts that could most significantly benefit the Portfolio Manager. For example, as reflected above,
if a Portfolio Manager manages accounts which have performance fee arrangements, certain portions of his compensation will depend on the
achievement of performance milestones on those accounts. A Portfolio Manager could be incented to afford preferential treatment to those
accounts and thereby be subject to a potential conflict of interest.
The Adviser and the Fund have adopted compliance
policies and procedures that are reasonably designed to address the various conflicts of interest that may arise for the Adviser and its
staff members. However, there is no guarantee that such policies and procedures will be able to detect and prevent every situation in
which an actual or potential conflict may arise.
Compensation of PSG Portfolio Managers
Each PSG Portfolio Manager is compensated based
on the scale and complexity of his portfolio responsibilities, the total return performance of funds and accounts managed by the Portfolio
Manager on an absolute basis and when compared to appropriate peer groups of similar size and strategy, as well as the management skills
displayed in managing their portfolio teams and the teamwork displayed in working with other members of their firm. Since each Portfolio
Manager is responsible for multiple funds and accounts, investment performance is evaluated on an aggregate basis almost equally weighted
among performance, management and teamwork. Base compensation for each Portfolio Manager varies in line with their seniority and position.
The compensation of a Portfolio Manager with other job responsibilities (such as acting as an executive officer of their firm or supervising
various departments) includes consideration of the scope of such responsibilities and the Portfolio Manager’s performance in meeting
them. The Adviser seeks to compensate each Portfolio Manager commensurate with their responsibilities and performance, and that is competitive
with other firms within the investment management industry. Salaries, bonuses and stock based compensation also are influenced by the
operating performance of their respective firms and their parent companies. While the salaries of each Portfolio Manager is comparatively
fixed, cash bonuses and stock based compensation may fluctuate significantly from year to year. Bonuses are determined on a discretionary
basis by the senior executives of their respective firm and measured by individual and team-oriented performance guidelines. The amount
of the Long Term Incentive Plan (LTIP) is approved annually and there is a rolling vesting schedule to aid in retention of key people.
A key component of this program is achievement of client objectives in order to properly align interests with our clients. Further, the
incentive compensation of all investment personnel who work on each strategy is directly tied to the relative performance of the strategy
and its clients.
The compensation structure of each Portfolio Manager
and other investment professionals has four primary components:
| · | If applicable, long-term compensation consisting of restricted stock units or stock options of the Adviser’s
ultimate parent company, Brookfield Asset Management Inc.; and |
| · | If applicable, long-term compensation consisting of restricted stock units in private funds managed by
the investment professional. |
Each Portfolio Manager also receives certain retirement,
insurance and other benefits that are broadly available to all employees. Compensation of each Portfolio Manager is reviewed on an annual
basis by senior management.
Compensation of Oaktree Portfolio Managers
The compensation structure of the Oaktree portfolio
managers is determined by Oaktree in accordance with its own internal policies. All portfolio managers receive a salary that is capped
so that a significant portion of their compensation is derived from their bonus, which is a function of Oaktree’s profitability
and the portfolio manager’s responsibilities and performance, and equity participation as one of the most senior employees. No portfolio
manager’s compensation is specifically dependent on the performance of the fund that they manage, on an absolute basis or relative
to a specific benchmark. No portfolio manager is compensated based on the growth of a fund’s, or any other clients’, assets
except to the extent that such growth contributes to Oaktree’s overall asset growth, which in turn contributes to its overall profitability.
Portfolio managers do not receive a percentage of the revenue earned on any client portfolios, and their compensation is not increased
or decreased specifically as a result of any performance fee that may be earned by Oaktree with respect to the funds or accounts they
manage.
Ownership of Securities
Set forth in the table below is the dollar range
of equity securities in the Fund beneficially owned by the Fund’s Portfolio Managers:
| Portfolio Manager | |
Dollar Range of
Equity Securities
Held in the Fund* |
| Larry Antonatos | |
[·] |
| Chris Janus | |
[·] |
| Gaal Surugeon | |
[·] |
| Justin Guichard | |
[·] |
* Key to
Dollar Ranges
A. None
B. $1 - $10,000
C. $10,001 - $50,000
D. $50,001 - $100,000
E. $100,001 -
$500,000
F. $500,001 -
$1,000,000
G. over $1,000,000
All shares were valued as of December 31,
2023.
Beneficial Ownership
To the knowledge of management, no person owned
beneficially or of record more than 5% of the Fund’s outstanding shares as of [·].
As of [·], the Directors and Officers of
the Fund, owned in the aggregate less than 1% of the common shares.
Portfolio Holdings Information
The Fund’s portfolio holdings are publicly
available: (1) at the time such information is filed with the SEC in a publicly available filing; or (2) the day next following
the day such information is posted on the Fund’s website. The Fund’s publicly available portfolio holdings, which may be provided
to third parties without prior approval, are:
1. Complete
portfolio holdings disclosed in the Fund’s semi-annual or annual reports and filed with the SEC on Form N-CSR.
2. Complete
portfolio holdings disclosed in the Fund’s first and third fiscal quarter reports that are filed with the SEC on Form N-PORT.
Non-Public Portfolio Holdings
Disclosure of the Fund’s non-public portfolio
holdings provides the recipient with information more current than the most recent publicly available portfolio holdings. Pursuant to
the Fund’s policies and procedures, the disclosure of non-public portfolio holdings may be considered permissible and within the
Fund’s legitimate business purposes with respect to: (1) certain service providers; (2) rating and ranking organizations;
and (3) certain other recipients. These policies and procedures must be followed when disclosing the Fund’s portfolio holdings
to any party when such disclosure would provide information more current than the Fund’s most recent publicly available portfolio
holdings. In addition, neither the Fund, the Adviser nor any other party is permitted to receive compensation or other consideration from
or on behalf of the recipient in connection with disclosure to the recipient of the Fund’s non-public portfolio holdings.
Service providers. A service provider or
other third party that receives information about the Fund’s non-public portfolio holdings where necessary to enable the provider
to perform its contractual services for the Fund (e.g., Adviser, auditors, Custodian, administrator, sub-administrator, transfer
agent, counsel to the funds or the independent directors, pricing services, broker dealer, financial printers or proxy voting services)
may receive non-public portfolio holdings without limitation on the condition that the non-public portfolio holdings will be used solely
for the purpose of servicing the Fund and subject to, either by written agreement or by virtue of their duties to the Fund, a duty of
confidentiality and a duty not to use the information for trading. In addition, information may be disclosed to the Fund’s pricing
services, ICE Data Services and Bloomberg L.P., and the Fund’s financial printers, Merrill Corporation and Donnelley Financial
Solutions.
Rating and ranking organizations. Any Fund
officer may provide the Fund’s non-public portfolio holdings to a rating and ranking organization, without limitation on the condition
that the non-public portfolio holdings will be used solely for the purposes of developing a rating and subject to an agreement requiring
confidentiality and prohibiting the use of the information for trading. The Fund currently has ongoing arrangements with Lipper and Morningstar
by which their third parties receive portfolio holdings information routinely.
Other recipients. Requests for information
concerning portfolio holdings that cannot be answered via the disclosures: annual and semi-annual reports, and not already disclosed in
the public domain as required through filings with the SEC, must first be submitted for consideration to the Fund’s Chief Compliance
Officer. The recipient is required to sign a confidentiality agreement that provides that the non-public portfolio holdings: (1) will
be kept confidential; (2) may not be used to trade; and (3) may not be disseminated or used for any purpose other than the purpose
approved by the Fund’s Chief Compliance Officer. If the Fund’s Chief Compliance Officer concludes that disclosing the information
serves a legitimate business purpose and is in the best interests of stockholders, such conclusions will be documented in writing. A written
response containing the requested information will then be prepared and approved by the Fund’s Chief Compliance Officer. The Fund’s
Chief Compliance Officer will report such disclosures to the Fund’s Board at the next scheduled board meeting.
Media. Non-public portfolio holdings may
not be disclosed to members of the media.
Waivers of restrictions. The Fund’s
policy may not be waived, or exceptions made, without the consent of the Fund’s Chief Compliance Officer. All waivers and exceptions
will be disclosed to the Fund’s Board no later than its next regularly scheduled quarterly meeting.
Conflicts of interest. If the disclosure
of non-public portfolio holdings presents a conflict of interest between the interests of the Fund’s stockholders and the interests
of the Fund’s service providers or other third parties or affiliates thereof, then the conflict of interest will be presented to
the Board for review prior to the dissemination of the portfolio holdings information.
Board review. As part of the annual review
of the compliance policies and procedures of the Fund, the Chief Compliance Officer will discuss the operation and effectiveness of this
Policy and any changes to the Policy that have been made or recommended with the Board.
Distributions and Dividends
The Fund intends to distribute to common stockholders
all or a portion of its net investment income monthly and net realized capital gains, if any, at least annually. Under normal market conditions,
the Fund intends to distribute substantially all of its distributable cash flows, less Fund expenses, to stockholders monthly. 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 common 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 maintain more stable 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 and the Fund’s distribution policy may
be changed by the Board of Directors at any time, there can be no assurance that the Fund will pay distributions or dividends.
In the event that the total distributions on the
Fund’s shares exceed the Fund’s current and accumulated earnings and profits allocable to such shares, the excess distributions
will generally be treated as a tax free return of capital (to the extent of the stockholder’s tax basis in the shares). Stockholders
should not assume that the source of a distribution from the Fund is net profit or income. Distributions sourced from paid-in capital
should not be considered the current yield or the total return from an investment in the Fund. The amount treated as a tax free return
of capital will reduce a stockholder’s adjusted tax basis in the common shares, thereby increasing the stockholder’s potential
taxable gain or reducing the potential loss on the sale of the shares.
On September 30, 2015, the SEC granted the
Adviser, on behalf of itself and certain funds an order granting an exemption from Section 19(b) of and Rule 19b-1 under
the 1940 Act to conditionally permit the Fund to make periodic distributions of long-term capital gains with respect to the Fund’s
outstanding common stock as frequently as twelve times each year, so long as it complies with the conditions of the order and maintains
in effect a distribution policy with respect to its common shares calling for periodic distributions of an amount equal to a fixed amount
per share, a fixed percentage of market price per share or a fixed percentage of the Fund’s net asset value per share (a “Managed
Dividend Policy”). In connection with any implementation of a Managed Dividend Policy pursuant to the order, the Fund would be required
to:
| · | implement certain compliance review and reporting procedures with respect to the Managed Dividend Policy; |
| · | include in each notice to stockholders that accompanies distributions certain information in addition
to the information currently required by Section 19(a) of and Rule 19a-1 under the 1940 Act (“19(a) Notice”); |
| · | include certain disclosure regarding the Managed Dividend Policy on the inside front cover of each annual
and semi-annual report to stockholders; |
| · | provide the Fund’s total return in relation to changes in NAV in the financial highlights table
and in any discussion about the Fund’s total return in each prospectus and annual and semi-annual report to stockholders; |
| · | include the information contained in each 19(a) Notice in any communication (other than a communication
on Form 1099) about the Managed Dividend Policy or distributions under the Managed Dividend Policy by the Fund, or agents that the
Fund has authorized to make such communication on the Fund’s behalf, to any Fund common stockholders, prospective common stockholder
or third-party information provider; |
| · | issue, contemporaneously with the issuance of any 19(a) Notice, a press release containing the information
in the 19(a) Notice and will file with the SEC the information contained in such 19(a) Notice and other required disclosures,
as an exhibit to its next report to stockholders; |
| · | post prominently a statement on its website containing the information in each 19(a) Notice and other
required disclosures, and will maintain such information on the website for at least 24 months; and |
| · | take certain steps to ensure the delivery of the 19(a) Notice to beneficial owners whose Fund shares
are held through a financial intermediary. |
In addition, if the Fund’s common shares
were to trade at a significant premium to NAV following the implementation of a Managed Dividend Policy, and certain other circumstances
were present, the Fund’s Board of Directors would be required to determine whether to approve or disapprove the continuation, or
continuation after amendment, of the Managed Dividend Policy. Finally, if the Fund implemented a Managed Dividend Policy pursuant to the
order, it would not be permitted to make a public offering of common shares other than:
| · | a rights offering below NAV to holders of the Fund’s common shares; |
| · | an offering in connection with a dividend reinvestment plan, merger, consolidation, acquisition, spin-off
or reorganization of the Fund; or |
| · | an offering other than those described above, unless, with respect to such other offering: |
| o | the Fund’s average annual distribution rate for the six months ending on the last day of the month
ended immediately prior to the most recent distribution record date, expressed as a percentage of NAV per share as of such date, is no
more than one percentage point greater than the Fund’s average annual total return for the five-year period (or the period since
the Fund’s first public offering, if less than five years) ending on such date; and |
| o | the transmittal letter accompanying any registration statement filed with the SEC in connection with such
offering discloses that the Fund has received an order under Section 19(b) of the 1940 Act to permit it to make periodic distributions
of long-term capital gains with respect to its common stock as frequently as twelve times each year, and as frequently as distributions
are specified in accordance with the terms of any outstanding preferred shares that such fund may issue. |
The relief described above will expire on the
effective date of any amendment to Rule 19b-1 under the 1940 Act that provides relief permitting certain closed-end investment companies
to make periodic distributions of long-term capital gains with respect to their outstanding common stock as frequently as twelve times
each year.
Under a Managed Dividend Policy, if, for any distribution,
undistributed net investment income and net realized capital gains were less than the amount of the distribution, the difference would
be distributed from the Fund’s other assets. In addition, in order to make such distributions, the Fund might have to sell a portion
of its investment portfolio at a time when independent investment judgment might not dictate such action.
Portfolio Transactions
Pursuant to the Advisory Agreement, the Adviser
determines which securities are to be purchased and sold by the Fund and which broker dealers are eligible to execute the Fund’s
portfolio transactions. The Fund does not intend to use any affiliated broker dealers.
In placing portfolio transactions, the Adviser
will seek best execution. The full range and quality of services available will be considered in making these determinations, such as:
the price of the security; the commission rate; the execution capability, including execution speed and reliability; trading expertise
and knowledge of the other side of the trade; reputation and integrity; market depth and available liquidity; recent order flow; timing
and size of an order; and other factors. In those instances where it is reasonably determined that more than one broker dealer can offer
the services needed to obtain the most favorable price and execution available, consideration may be given to those broker dealers which
furnish or supply research and statistical information to the Adviser that it may lawfully and appropriately use in its investment advisory
capacities, as well as provide other services in addition to execution services. The Adviser considers such information, which is in addition
to and not in lieu of the services required to be performed by the Adviser under the Advisory Agreement, to be useful in varying degrees,
but of indeterminable value.
While it is the Fund’s general policy to
first seek to obtain the most favorable price and execution available in selecting a broker dealer to execute portfolio transactions for
the Fund, in accordance with Section 28(e) under the 1934 Act, when it is determined that more than one broker can deliver best
execution, weight is also given to the ability of a broker dealer to furnish brokerage and research services to the Fund or to the Adviser,
even if the specific services are not directly useful to the Fund and may be useful to the Adviser in advising other clients. In negotiating
commissions with a broker or evaluating the spread to be paid to a dealer, the Fund may therefore pay a higher commission or spread than
would be the case if no weight were given to the furnishing of these supplemental services, provided that the amount of such commission
or spread has been determined in good faith by the Adviser to be reasonable in relation to the value of the brokerage and/or research
services provided by such broker dealer.
Investment decisions for the Fund are made independently
from those of other client accounts or mutual funds managed or advised by the Adviser. Nevertheless, it is possible that at times identical
securities will be acceptable for both the Fund and one or more of such client accounts or mutual funds. In such event, the position of
the Fund and such client account(s) or mutual funds in the same issuer may vary and the length of time that each may choose to hold
its investment in the same issuer may likewise vary. However, to the extent any of these client accounts or mutual funds seek to acquire
the same security as the Fund at the same time, the Fund may not be able to acquire as large a portion of such security as it desires,
or it may have to pay a higher price or obtain a lower yield for such security. Similarly, the Fund may not be able to obtain as high
a price for, or as large an execution of, an order to sell any particular security at the same time. If one or more of such client accounts
or mutual funds simultaneously purchases or sells the same security that the Fund is purchasing or selling, each day’s transactions
in such security will be allocated between the Fund and all such client accounts or mutual funds in a manner deemed equitable by the Adviser,
taking into account the respective sizes of the accounts and the amount of cash available for investment, the investment objective of
the account, and the ease with which a client’s appropriate amount can be bought, as well as the liquidity and volatility of the
account and the urgency involved in making an investment decision for the client. It is recognized that in some cases this system could
have a detrimental effect on the price or value of the security insofar as the Fund is concerned. In other cases, however, it is believed
that the ability of the Fund to participate in volume transactions may produce better executions for the Fund.
The Fund paid the following aggregate amounts
in brokerage commissions on the Fund’s securities purchased. All of the commissions were paid to entities not affiliated with the
Fund or the Adviser.
Brokerage Commissions
| For the Fiscal Year Ended: | |
Aggregate
brokerage
commissions
paid | |
| December 31, 2023 | |
$ | [· | ] |
| December 31, 2022 | |
$ | [· | ] |
| December 31, 2021 | |
$ | [· | ] |
During its last fiscal year, the Fund did not
participate in any directed brokerage arrangements. During its last fiscal year, the Fund did not purchase or hold securities of its regular
broker-dealers, as defined in Rule 10b-1 under the 1940 Act, or their parents.
Portfolio Turnover
The information contained under the heading “Additional
Fund Information—Investment Objective and Policies—Portfolio Turnover” in the Fund’s Annual Report is incorporated
herein by reference.
Taxation
The following discussion is a brief summary of
certain U.S. federal income tax considerations affecting the Fund and its stockholders. Except as expressly provided otherwise, this discussion
assumes you are a U.S. person (as defined for U.S. federal income tax purposes) and that you hold your common shares as capital assets.
This discussion is based upon current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury
regulations promulgated thereunder and judicial and administrative authorities, all of which are subject to change or differing interpretations
by the courts or the Internal Revenue Service (the “IRS”), possibly with retroactive effect. No assurance can be given that
the IRS would not assert, or that a court would not sustain, a position different from any of the tax aspects set forth below. No attempt
is made to discuss state, local or foreign tax consequences to investors in the Fund, nor to present a detailed explanation of all federal
tax concerns affecting the Fund and its stockholders (including stockholders owning large positions in the Fund).
The discussions set forth herein and in the
Prospectus do not constitute tax advice and potential investors are urged to consult their own tax advisers to determine the specific
tax consequences to them of investing in the Fund.
Taxation of the Fund
The Fund intends to elect to be treated, and to
qualify annually, as a regulated investment company under Subchapter M of the Code. Accordingly, the Fund must, among other things, meet
the following requirements regarding the source of its income and the diversification of its assets:
| (i) | The Fund must derive in each taxable year at least 90% of its gross income from the following sources,
which are referred to herein as “Qualifying Income”: (a) dividends, interest (including tax-exempt interest), payments
with respect to certain securities loans, and gains from the sale or other disposition of stock, securities or foreign currencies, or
other income (including but not limited to gain from options, futures and forward contracts) derived with respect to its business of investing
in such stock, securities or foreign currencies; and (b) interests in publicly traded partnerships that are treated as partnerships
for U.S. federal income tax purposes and that derive less than 90% of their gross income from the items described in clause (a) above
(each, a “Qualified Publicly Traded Partnership”). |
| (ii) | The Fund must diversify its holdings so that, at the end of each quarter of each taxable year, (a) at
least 50% of the market value of the Fund’s total assets is represented by cash and cash items (including receivables), U.S. government
securities, the securities of other regulated investment companies and other securities, with such other securities limited, in respect
of any one issuer, to an amount not greater than 5% of the value of the Fund’s total assets and not more than 10% of the outstanding
voting securities of such issuer and (b) not more than 25% of the market value of the Fund’s total assets is invested in the
securities of (I) any one issuer (other than U.S. government securities and the securities of other regulated investment companies),
(II) any two or more issuers (other than the securities of other regulated investment companies)that the Fund controls (by owning
20% or more of the outstanding voting securities of such issuer) and that are determined to be engaged in the same business or similar
or related trades or businesses or (III) any one or more Qualified Publicly Traded Partnerships. |
Income from the Fund’s investments in grantor
trusts that are not Qualified Publicly Traded Partnerships (if any) will be Qualifying Income to the extent it is attributable to items
of income of such trust that would be Qualifying Income if earned directly by the Fund. The Fund’s investments in partnerships,
including in Qualified Publicly Traded Partnerships, may result in the Fund’s being subject to state, local or foreign income, franchise
or withholding tax liabilities.
As a regulated investment company, the Fund generally
will not be subject to U.S. federal income tax on income and gains that the Fund distributes to its stockholders, provided that it distributes
each taxable year at least the sum of (i) 90% of the Fund’s investment company taxable income (which includes, among other
items, dividends, interest and the excess of any net short-term capital gain over net long-term capital loss and other taxable income,
other than any net capital gain (as defined below), reduced by deductible expenses) determined without regard to the deduction for dividends
paid and (ii) 90% of the Fund’s net tax-exempt interest income (the excess of its gross tax-exempt interest over certain disallowed
deductions). The Fund intends to distribute substantially all of such income at least annually. The Fund will be subject to income tax
at regular corporate rates on any taxable income or gains that it does not distribute to its stockholders. There can be no assurance that
the Fund’s distributions will be sufficient to eliminate all taxes in all periods.
The Code imposes a 4% nondeductible federal excise
tax on the Fund to the extent the Fund does not distribute by the end of any calendar year an amount at least equal to the sum of (i) 98%
of its ordinary income (not taking into account any capital gain or loss) for the calendar year, (ii) 98.2% of its capital gain in
excess of its capital loss (adjusted for certain ordinary losses) for a one-year period generally ending on October 31 of the calendar
year (unless an election is made to use the Fund’s fiscal year), and (iii) certain undistributed amounts from previous years
on which the Fund paid no U.S. federal income tax. While the Fund intends to distribute any income and capital gain in the manner necessary
to minimize imposition of the 4% excise tax, there can be no assurance that sufficient amounts of the Fund’s taxable income and
capital gain will be distributed to entirely avoid the imposition of the excise tax. In that event, the Fund will be liable for the excise
tax only on the amount by which it does not meet the foregoing distribution requirement.
A distribution will be treated as paid during
the calendar year if it is declared by the Fund in October, November or December of the year, payable to stockholders of record
on a date during such a month and paid by the Fund during January of the following year. Any such distributions paid during January of
the following year will be deemed to be received by the Fund’s stockholders on December of the year the distributions are declared,
rather than when the distributions are actually received.
If for any taxable year the Fund does not qualify
as a regulated investment company, all of its taxable income (including its net capital gain) will be subject to tax at regular corporate
rates without any deduction for distributions to stockholders, and such distributions will be taxable to the stockholders as ordinary
dividends to the extent of the Fund’s current or accumulated earnings and profits. Such dividends, however, would be eligible (provided
certain holding period and other requirements are met) (i) to be treated as qualified dividend income in the case of individual stockholders
and (ii) for the dividends received deduction in the case of corporate stockholders. The Fund could be required to recognize unrealized
gains, pay taxes and make distributions (which could be subject to interest charges) before qualifying for taxation as a regulated investment
company. If the Fund fails to qualify as a regulated investment company in any year, it must pay out its earnings and profits accumulated
in that year in order to qualify again as a regulated investment company. If the Fund failed to qualify as a regulated investment company
for a period greater than two taxable years, the Fund may be required to recognize and pay tax on any net built-in gains with respect
to certain of its assets (i.e., the excess of the aggregate gains, including items of income, over aggregate losses that would
have been realized with respect to such assets if the Fund had been liquidated) or, alternatively, to elect to be subject to taxation
on such built-in gain recognized for a period of ten years, in order to qualify as a regulated investment company in a subsequent year.
Certain of the Fund’s investment practices
are subject to special and complex U.S. federal income tax provisions that may, among other things, (i) disallow, suspend or otherwise
limit the allowance of certain losses or deductions (including the dividends received deduction, if any), (ii) convert lower taxed
long-term capital gains and qualified dividend income, if any, into higher taxed short-term capital gains or ordinary income, (iii) convert
ordinary loss or a deduction into capital loss (the deductibility of which is more limited), (iv) cause the Fund to recognize income
or gain without a corresponding receipt of cash, (v) adversely affect the time as to when a purchase or sale of stock or securities
is deemed to occur, (vi) adversely alter the characterization of certain complex financial transactions, and (vii) produce income
that will not qualify as good income for purposes of the 90% annual gross income requirement described above. The Fund will monitor its
transactions and may make certain tax elections and may be required to borrow money or dispose of securities to mitigate the effect of
these rules and prevent disqualification of the Fund as a regulated investment company.
Gain or loss on the sale of securities by the
Fund will generally be long-term capital gain or loss if the securities have been held by the Fund for more than one year. Gain or loss
on the sale of securities held for one year or less will be short-term capital gain or loss.
The premium received by the Fund for writing a
call option is not included in income at the time of receipt. If the option expires, the premium is short-term capital gain to the Fund.
If the Fund enters into a closing transaction, the difference between the amount paid to close out its position and the premium received
is short-term capital gain or loss. If a call option written by the Fund is exercised, thereby requiring the Fund to sell the underlying
security, the premium will increase the amount realized upon the sale of the security and any resulting gain or loss will be long-term
or short-term, depending upon the holding period of the security. With respect to a put or call option that is purchased by the Fund,
if the option is sold, any resulting gain or loss will be a capital gain or loss, and will be short-term or long-term, depending upon
the holding period for the option. If the option expires, the resulting loss is a capital loss and is short-term or long-term, depending
upon the holding period for the option. If the option is exercised, the cost of the option, in the case of a call option, is added to
the basis of the purchased security and, in the case of a put option, reduces the amount realized on the underlying security in determining
gain or loss. Because the Fund does not have control over the exercise of the call options it writes, such exercises or other required
sales of the underlying securities may cause the Fund to realize capital gains or losses at inopportune times.
The Fund’s transactions in foreign currencies,
forward contracts, options, futures contracts (including options and futures contracts on foreign currencies) and short sales, to the
extent permitted, will be subject to special provisions of the Code (including provisions relating to “hedging transactions,”
“straddles” and “constructive sales”) that may, among other things, affect the character of gains and losses realized
by the Fund (i.e., may affect whether gains or losses are ordinary or capital), accelerate recognition of income to the Fund and
defer Fund losses. These rules could therefore affect the character, amount and timing of distributions to common stockholders. Certain
of these provisions may also (a) require the Fund to mark-to-market certain types of the positions in its portfolio (i.e.,
treat them as if they were closed out at the end of each year), (b) cause the Fund to recognize income without receiving cash with
which to pay dividends or make distributions in amounts necessary to satisfy the distribution requirements for avoiding income and excise
taxes, (c) treat dividends that would otherwise constitute qualified dividend income as non-qualified dividend income and/or (d) treat
dividends that would otherwise be eligible for the corporate dividends received deduction as ineligible for such treatment.
The Fund’s investment in so-called “section
1256 contracts,” such as regulated futures contracts, most foreign currency forward contracts traded in the interbank market and
options on most stock indices, are subject to special tax rules. All section 1256 contracts held by the Fund at the end of its taxable
year are required to be marked to their market value, and any unrealized gain or loss on those positions will be included in the Fund’s
income as if each position had been sold for its fair market value at the end of the taxable year. The resulting gain or loss will be
combined with any gain or loss realized by the Fund from positions in section 1256 contracts closed during the taxable year. Provided
such positions were held as capital assets and were not part of a “hedging transaction” or a “straddle,” 60% of
the resulting net gain or loss will be treated as long-term capital gain or loss, and 40% of such net gain or loss will be treated as
short-term capital gain or loss, regardless of the period of time the positions were actually held by the Fund.
If the Fund purchases shares in certain foreign
investment entities called passive foreign investment companies (“PFICs”), the Fund may be subject to federal income tax on
a portion of any “excess distribution” or gain from the disposition of such shares even if such income is distributed as a
taxable dividend by the Fund to the stockholders. Additional charges in the nature of interest may be imposed on the Fund in respect of
deferred taxes arising from such distributions or gains. Elections may be available to the Fund to mitigate the effect of this tax (if
certain information is made available) and the additional charges, but such elections generally accelerate the recognition of income without
the receipt of cash. Dividends paid by PFICs are not treated as qualified dividend income, as discussed below under “Taxation of
Stockholders.”
If the Fund invests in the stock of a PFIC, or
any other investment that produces income that is not matched by a corresponding cash distribution to the Fund, the Fund could be required
to recognize income that it has not yet received. Any such income would be treated as income earned by the Fund and therefore would be
subject to the distribution requirements of the Code. This might prevent the Fund from distributing 90% of its net investment income as
is required in order to avoid Fund-level U.S. federal income taxation on its distributed income, or might prevent the Fund from distributing
enough ordinary income and capital gain net income to avoid completely the imposition of the excise tax. To avoid this result, the Fund
may be required to borrow money or dispose of securities to be able to make required distributions to the stockholders.
The Fund may invest in debt obligations purchased
at a discount, with the result that the Fund may be required to accrue income for U.S. federal income tax purposes before amounts due
under the obligations are paid (with such accrued income increasing the amount the Fund must distribute in order to qualify as a regulated
investment company or avoid the 4% excise tax). The Fund may also invest in securities rated in the medium to lower rating categories
of nationally recognized rating organizations, and in unrated securities (“high yield securities”). All or a portion of the
interest payments on such high yield securities may be treated as dividends for certain U.S. federal income tax purposes.
Under section 988 of the Code, gains or losses
attributable to fluctuations in exchange rates between the time the Fund accrues income or receivables or expenses or other liabilities
denominated in a foreign currency and the time the Fund actually collects such income or receivables or pays such liabilities or expenses
are generally treated as ordinary income or loss. Similarly, gains or losses on foreign currency forward contracts and the disposition
of debt securities denominated in a foreign currency, to the extent attributable to fluctuations in exchange rates between the acquisition
and disposition dates, are also treated as ordinary income or loss.
Dividends or other income (including, in some
cases, capital gains) received by the Fund from investments in foreign securities may be subject to withholding and other taxes imposed
by foreign countries. Tax conventions between certain countries and the U.S. may reduce or eliminate such taxes in some cases. If more
than 50% of the Fund’s total assets at the close of its taxable year consists of stock or securities of foreign corporations, the
Fund may elect for U.S. federal income tax purposes to treat foreign income taxes paid by it as paid by its stockholders. The Fund may
qualify for and make this election in some, but not necessarily all, of its taxable years. If the Fund were to make such an election,
stockholders of the Fund would be required to take into account an amount equal to their pro rata portions of such foreign taxes in computing
their taxable income and then treat an amount equal to those foreign taxes as a U.S. federal income tax deduction (subject to limitations
which may be significant) or as a foreign tax credit (subject to limitations which may be significant) against their U.S. federal income
liability. Shortly after any year for which it makes such an election, the Fund will report to its stockholders the amount per share of
such foreign income tax that must be included in each stockholder’s gross income and the amount that may be available for the deduction
or credit.
Taxation of Stockholders
The Fund will either distribute or retain for
reinvestment all or part of its net capital gain (i.e., the excess of net long-term capital gain over net short-term capital loss).
If any such gain is retained, the Fund will be subject to U.S. federal income tax at regular corporate rates on such amount. In that event,
the Fund expects to designate the retained amount as undistributed capital gain in a notice to its stockholders, each of whom (i) will
be required to include in income for tax purposes as long-term capital gain its share of such undistributed amounts, (ii) will be
entitled to credit its proportionate share of the tax paid by the Fund against its federal income tax liability and to claim refunds to
the extent that the credit exceeds such liability and (iii) will increase its basis in its common shares of the Fund by the excess
of the amount described in clause (i) over the amount described in clause (ii).
Distributions paid by the Fund from its investment
company taxable income, which includes net short-term capital gain, generally are taxable as ordinary income to the extent of the Fund’s
earnings and profits, whether paid in cash or reinvested in Fund shares. Such distributions (if reported by the Fund) may, however, qualify
(provided holding period and other requirements are met by both the Fund and the stockholder) (i) for the dividends received deduction
available to corporations, but only to the extent that the Fund’s income consists of dividend income from U.S. corporations and
(ii) in the case of individual stockholders, as qualified dividend income eligible to be taxed at long-term capital gain rates to
the extent that the Fund receives qualified dividend income. Qualified dividend income is, in general, dividend income from taxable domestic
corporations and certain qualified foreign corporations. There can be no assurance as to what portion of the Fund’s distributions
will qualify for favorable treatment as qualified dividend income.
Distributions of net capital gain reported as
capital gain distributions, if any, are taxable to stockholders at rates applicable to long-term capital gain, whether paid in cash or
reinvested in Fund shares, and regardless of how long the stockholder has held the Fund’s common shares. Capital gain distributions
are not eligible for the dividends received deduction.
If, for any calendar year, the total distributions
exceed both current earnings and profits and accumulated earnings and profits, the excess will generally be treated as a tax-free return
of capital up to the amount of a stockholder’s tax basis in the common shares. The amount treated as a tax-free return of capital
will reduce a stockholder’s tax basis in the common shares, thereby increasing such stockholder’s potential gain or reducing
his or her potential loss on the sale of the common shares. Any amounts distributed to a stockholder in excess of his or her basis in
the common shares will be taxable to the stockholder as capital gain (assuming your common shares are held as a capital asset). The Fund
may make distributions that are taxable even during periods in which the Fund’s share price has declined.
Stockholders may be entitled to offset their capital
gain distributions (but not distributions eligible for qualified dividend income treatment) with capital losses. There are a number of
statutory provisions affecting when capital losses may be offset against capital gain, and limiting the use of losses from certain investments
and activities. Accordingly, stockholders with capital loss are urged to consult their tax advisers.
Upon a sale, exchange or other disposition of
common shares, a stockholder will generally realize a taxable gain or loss equal to the difference between the amount of cash and the
fair market value of other property received and the stockholder’s adjusted tax basis in the common shares. Such gain or loss will
be treated as long-term capital gain or loss if the common shares have been held for more than one year. Any loss realized on a sale or
exchange of common shares of the Fund will be disallowed to the extent the common shares disposed of are replaced by substantially identical
common shares within a 61-day period beginning 30 days before and ending 30 days after the date that the common shares are disposed of.
In such a case, the basis of the common shares acquired will be adjusted to reflect the disallowed loss.
Dividends and net capital gains are generally
subject to a 3.8% federal tax on net investment income for stockholders whose gross income exceeds $200,000 for single filers and $250,000
for joint filers.
Any loss realized by a stockholder on the sale
of Fund common shares held by the stockholder for six months or less will be treated for tax purposes as a long-term capital loss to the
extent of any capital gain distributions received by the stockholder (or amounts credited to the stockholder as an undistributed capital
gain) with respect to such common shares. Ordinary income distributions and capital gain distributions also may be subject to state and
local taxes. Stockholders are urged to consult their own tax advisers regarding specific questions about U.S. federal (including the application
of the alternative minimum tax), state, local or foreign tax consequences to them of investing in the Fund.
A stockholder that is a nonresident alien individual
or a foreign corporation (a “foreign investor”) generally will be subject to U.S. withholding tax at the rate of 30% (or possibly
a lower rate provided by an applicable tax treaty) on ordinary income dividends (except as discussed below). Different tax consequences
may result if the foreign investor is engaged in a trade or business in the United States or, in the case of an individual, is present
in the United States for 183 days or more during a taxable year and certain other conditions are met. Foreign investors should consult
their tax advisers regarding the tax consequences of investing in the Fund’s common shares.
A 30% withholding tax on the Fund’s distributions
generally applies if paid to a foreign entity unless: (i) if the foreign entity is a “foreign financial institution,”
it undertakes certain due diligence, reporting, withholding and certification obligations, (ii) if the foreign entity is not a “foreign
financial institution,” it identifies certain of its U.S. investors or (iii) the foreign entity is otherwise excepted under
FATCA. If applicable, and subject to any intergovernmental agreement, withholding under FATCA is required generally with respect to distributions
from the Fund. Under proposed Treasury regulations, which may be relied upon until final Treasury regulations are published, there is
no FATCA withholding on gross proceeds from the sale or disposition of Fund shares or on certain capital gains distributions. If withholding
is required under FATCA on a payment related to your shares, investors that otherwise would not be subject to withholding (or that otherwise
would be entitled to a reduced rate of withholding) on such payment generally will be required to seek a refund or credit from the IRS
to obtain the benefits of such exemption or reduction. The Fund will not pay any additional amounts in respect to amounts withheld under
FATCA. You should consult your tax advisor regarding the effect of FATCA based on your individual circumstances.
Properly reported dividends are generally exempt
from U.S. federal withholding tax where they (i) are paid in respect of the Fund’s “qualified net interest income”
(generally, the Fund’s U.S. source interest income, other than certain contingent interest and interest from obligations of a corporation
or partnership in which the Fund is at least a 10% stockholder, reduced by expenses that are allocable to such income) or (ii) are
paid in respect of the Fund’s “qualified short-term capital gains” (generally, the excess of the Fund’s net short-term
capital gain over the Fund’s long-term capital loss for such taxable year). Depending on its circumstances, however, the Fund may
report all, some or none of its potentially eligible dividends as such qualified net interest income or as qualified short-term capital
gains, and/or treat such dividends, in whole or in part, as ineligible for this exemption from withholding. In order to qualify for this
exemption from withholding, a foreign investor will need to comply with applicable certification requirements relating to its non-U.S.
status (including, in general, furnishing an IRS Form W-8BEN, IRS Form W-8BEN-E or substitute Form). In the case of common
shares held through an intermediary, the intermediary may withhold even if the Fund reports the payment as qualified net interest income
or qualified short-term capital gain. Foreign investors should contact their intermediaries with respect to the application of these rules to
their accounts. There can be no assurance as to what portion of the Fund’s distributions will qualify for favorable treatment as
qualified net interest income or qualified short-term capital gains.
Backup Withholding
The Fund may be required to backup withhold U.S.
federal income tax on all taxable distributions and redemption proceeds payable to certain non-exempt stockholders who fail to provide
the Fund with their correct taxpayer identification number or to make required certifications, or who have been notified by the IRS that
they are subject to backup withholding. Backup withholding, currently at a rate of 24%, is not an additional tax. Any amounts withheld
may be refunded or credited against such stockholder’s U.S. federal income tax liability, if any, provided that the required information
is timely furnished to the IRS.
The foregoing is a general and abbreviated
summary of the applicable provisions of the Code and Treasury regulations presently in effect. For the complete provisions, reference
should be made to the pertinent Code sections and the Treasury regulations promulgated thereunder. The Code and the Treasury regulations
are subject to change by legislative, judicial or administrative action, either prospectively or retroactively. Tax consequences are not
the Fund’s primary consideration in implementing its investment strategy. Persons considering an investment in common shares of
the Fund should consult their own tax advisers regarding the purchase, ownership and disposition of Fund common shares.
General Information
Book-Entry-Only Issuance
The Depository Trust Company (“DTC”)
will act as securities depository for the common shares offered pursuant to the Prospectus. The information in this section concerning
DTC and DTC’s book-entry system is based upon information obtained from DTC. The securities offered hereby initially will be issued
only as fully registered securities registered in the name of Cede & Co. (as nominee for DTC). One or more fully registered global
security certificates initially will be issued, representing in the aggregate the total number of securities, and deposited with DTC.
DTC is a limited purpose trust company organized
under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal
Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing
agency” registered pursuant to the provisions of Section 17A of the 1934 Act. DTC holds securities that its participants deposit
with DTC. DTC also facilities the settlement among participants of securities transactions, such as transfers and pledges, in deposited
securities through electronic computerized book-entry changes in participants’ accounts, thereby eliminating the need for physical
movement of securities certificates. Direct DTC participants include securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations. Access to the DTC system is also available to others such as securities brokers and dealers,
banks and trust companies that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly
through other entities.
Purchases of securities within the DTC system
must be made by or through direct participants, which will receive a credit for the securities on DTC’s records. The ownership interest
of each actual purchaser of a security, a beneficial owner, is in turn to be recorded on the direct or indirect participants’ records.
Beneficial owners will not receive written confirmation from DTC of their purchases, but beneficial owners are expected to receive written
confirmations providing details of the transactions, as well as periodic statements of their holdings, from the direct or indirect participants
through which the beneficial owners purchased securities. Transfers of ownership interests in securities are to be accomplished by entries
made on the books of participants acting on behalf of beneficial owners.
DTC has no knowledge of the actual beneficial
owners of the securities being offered pursuant to the Prospectus; DTC’s records reflect only the identity of the direct participants
to whose accounts such securities are credited, which may or may not be the beneficial owners. The participants will remain responsible
for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications
by DTC to direct participants, by direct participants to indirect participants, and by direct participants and indirect participants to
beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect
from time to time.
Payments on the securities will be made to DTC.
DTC’s practice is to credit direct participants’ accounts on the relevant payment date in accordance with their respective
holdings shown on DTC’s records unless DTC has reason to believe that it will not receive payments on such payment date. Payments
by participants to beneficial owners will be governed by standing instructions and customary practices and will be the responsibility
of such participant and not of DTC or the Fund, subject to any statutory or regulatory requirements as may be in effect from time to time.
Payment of distributions to DTC is the responsibility of the Fund, disbursement of such payments to direct participants is the responsibility
of DTC, and disbursement of such payments to the beneficial owners is the responsibility of direct and indirect participants. Furthermore,
each beneficial owner must rely on the procedures of DTC to exercise any rights under the securities.
DTC may discontinue providing its services as
securities depository with respect to the securities at any time by giving reasonable notice to the Fund. Under such circumstances, in
the event that a successor securities depository is not obtained, certificates representing the securities will be printed and delivered.
Proxy Voting Procedures
The Fund has delegated the voting of portfolio
securities to the Adviser. The Fund has adopted the proxy voting procedures of the Adviser and has directed the Adviser to vote all proxies
relating to the Fund’s voting securities in accordance with such procedures. A description of the proxy voting policies and procedures
that the Fund uses is provided below. They are also on file with the SEC and can be reviewed and copied at the SEC’s Public Reference
Room in Washington, D.C., and information on the operation of the Public Reference Room may be obtained by calling the SEC at 202-551-8090.
The proxy voting procedures are also available on the EDGAR Database on the SEC’s Internet site (http://www.sec.gov) and copies
of the proxy voting procedures may be obtained, after paying a duplicating fee, by electronic request at the follow email address: publicinfo@sec.gov,
or by writing the SEC’s Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549-0102.
Proxy Voting Policy and Procedures and Proxy
Voting Record
The information below provides a description of
the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities, including the procedures
that the Fund uses when a vote presents a conflict of interest.
Proxy Voting Responsibility. The Adviser
has adopted policies and procedures for the voting of proxies relating to portfolio securities for the client accounts over which it has
been delegated and/or granted proxy voting authority, including the Fund (the “Policies”). The Policies, which have been adopted
by the Board of Directors on behalf of the Fund, enable the Fund to vote proxies in a manner consistent with the best interests of the
Fund’s shareholders. A committee has been established (the “Proxy Voting Committee”) to administer the voting of all
proxies in accordance with the Policies. The Proxy Voting Committee meets regularly with representatives of the Legal, Compliance, Operations
and Investment teams. The Proxy Voting Committee has engaged the services of a third-party proxy voting agent to act as agent to vote
proxies, and oversees such third-party proxy voting agent’s compliance with the Policies, including any deviations by the proxy
voting agent from the third-party proxy voting guidelines (the “Guidelines”). Under the Policies, the Adviser has adopted
the Guidelines as the basis for how proxy proposals are evaluated and voted upon. The Fund is generally a passive investor in holding
portfolio securities, seeking to maximize shareholder value, but not necessarily to exercise control over the issuers of portfolio securities,
or otherwise advance a particular agenda. In addition, in accordance with local law or business practices, many foreign companies prevent
the sales of shares that have been voted for a certain period beginning prior to the shareholder meeting and ending on the day following
the meeting. The costs of voting proxies with respect to shares of foreign companies include the potentially serious portfolio management
consequences of reduced flexibility to sell the shares at the most advantageous time for the Fund. As a result, such proxies generally
will not be voted in the absence of an unusual, significant vote of compelling economic importance. In determining whether to vote proxies
under these circumstances, the Adviser, in consultation with the Proxy Voting Committee, considers whether the costs of voting proxies
with respect to such shares of foreign companies generally outweigh any benefits that may be achieved by voting such proxies.
Case-By-Case Voting Matters. Under the
Guidelines, certain voting matters are determined on a case-by-case basis. In these circumstances, and in proposals not specifically addressed
by the Policies, the Proxy Voting Committee generally will rely on the guidance or a recommendation from the third-party proxy voting
agent, or other sources. The Proxy Voting Committee may propose to deviate from the Guidelines or guidance or recommendations from the
third-party proxy voting agent. In these instances, the Proxy Voting Committee will recommend the vote that will maximize value for, and
is in the best interests of, the Fund’s shareholders.
Conflicts of Interest. Members of the Proxy
Voting Committee will seek to resolve any conflicts of interest presented by a proxy vote. In practice, application of the Guidelines
will in most instances adequately address any possible conflicts of interest, as votes generally are affected according to the guidance
or recommendations of the third-party proxy voting agent. However, if a situation arises where a vote presents a conflict between the
interests of the Fund’s shareholders and the interests of the Adviser, and the conflict is known to the Proxy Voting Committee,
the Committee may retain an independent fiduciary for advice on how to vote the proposal or the Committee may direct the Adviser to abstain
from voting because voting on the proposal is impracticable and/or is outweighed by the cost of voting.
Proxy Voting Records. The Proxy Voting
Committee will be responsible for documenting its basis for (a) any determination to vote a particular proxy in a manner contrary
to the Guidelines, (b) any determination to vote a particular proxy in a non-uniform manner, and (c) any other material determination
made by the Proxy Voting Committee, as well as for ensuring the maintenance of records of each proxy vote, as required by applicable
law. The third-party proxy voting agent will maintain records of voting decisions for each vote cast on behalf of the Fund. The proxy
voting record for the most recent twelve-month period ended June 30 is available: (i) without charge, upon request, by calling
toll-free at 1-855-777-8001; and (ii) on the SEC’s website at http://www.sec.gov.
Board Reporting. The Fund’s Chief
Compliance Officer will provide a summary report of proxy voting matters at each quarterly meeting of the Board of Directors, which describes
any Proxy Voting Committee meeting(s) held during the prior quarter.
Code of Ethics
The Fund and the Adviser have each adopted a code
of ethics (the “Code of Ethics”) under Rule 17j-1 of the 1940 Act. The Code of Ethics permits personnel, subject to the
Code of Ethics and its restrictive provisions, to invest in securities, including securities that may be purchased or held by the Fund.
The Code of Ethics is filed with the SEC and can be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C.,
and information on the operation of the Public Reference Room may be obtained by calling the SEC at 202-551-8090. The code of conduct
is also available on the EDGAR Database on the SEC’s Internet site (http://www.sec.gov), and copies of the Code of Ethics may be
obtained, after paying a duplicating fee, by electronic request at the following email address: publicinfo@sec.gov, or by writing the
SEC’s Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549-0102.
Code of Conduct for Chief Executive and Senior
Financial Officers
The Fund has adopted a code of conduct that sets
forth policies to guide the chief executive and senior financial officers in the performance of their duties. The code of conduct will
be on file with the SEC with the Fund’s first annual report filed on Form N-CSR, and can be reviewed and copied at the SEC’s
Public Reference Room in Washington, D.C., and information on the operation of the Public Reference Room may be obtained by calling the
SEC at 202-551-8090. The code of conduct will also be available on the EDGAR Database on the SEC’s Internet site (http://www.sec.gov)
with the Fund’s first annual report filed on Form N-CSR, and copies of the code of conduct may be obtained, after paying a
duplicating fee, by electronic request at the following email address: publicinfo@sec.gov, or by writing the SEC’s Public Reference
Section, 100 F Street, N.E., Washington, D.C. 20549-0102.
Custodian, Transfer Agent, and Dividend Disbursing
Agent
U.S. Bank National Association, located at 1555
North River Center Drive, Suite 302, Milwaukee, Wisconsin 53212, serves as the custodian of the Fund’s assets pursuant to a
custody agreement. Under the custody agreement, the Custodian holds the Fund’s assets in compliance with the 1940 Act. For its services,
the Custodian is compensated with an asset based fee plus transaction fees and is reimbursed for out-of-pocket expenses.
U.S. Bancorp Fund Services, LLC, located at 615
East Michigan Street, Milwaukee, Wisconsin 53202, serves as the Fund’s sub-administrator and is compensated for its services by
the Adviser, as administrator to the Fund. U.S. Bancorp Fund Services, LLC, also serves as the Fund’s accountant.
Equiniti Trust Company, LLC, located at 90 Park
Avenue, New York, New York 10016, serves as the Fund’s transfer agent, registrar and dividend disbursing agent with respect to the
common shares of the Fund.
Independent Registered Public Accounting Firm
[·] is the independent registered public
accounting firm of the Fund and audits the financial statements of the Fund. [·] is located at [·].
Legal Matters
Certain legal matters in connection with the common
shares will be passed upon for the Fund by Paul Hastings LLP and, with respect to certain matters of Maryland law, by Venable LLP. Paul
Hastings LLP may rely on the opinion of Venable LLP as to certain matters of Maryland law.
Financial Statements
The Fund’s financial statements appearing
in the Fund’s annual shareholder report for the year ended December 31, 2023, are incorporated by reference in this Statement
of Additional Information and have been so incorporated in reliance upon the reports of [·], independent registered public accounting
firm for the Fund, which report is included in such annual shareholder reports.
Incorporation by Reference
This SAI is part of a registration statement filed
with the SEC. Pursuant to the final rule and form amendments adopted by the SEC on April 8, 2020, to implement certain provisions
of the Economic Growth, Regulatory Relief, and Consumer Protection Act, the Fund is permitted to “incorporate by reference”
the information filed with the SEC, which means that the Fund can disclose important information to you by referring you to those documents.
The information incorporated by reference is considered to be part of this SAI, and later information that the Fund files with the SEC
will automatically update and supersede this information.
The documents listed below, and any reports and
other documents subsequently filed with the SEC pursuant to Rule 30(b)(2) under the 1940 Act and Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act, prior to the termination of the offering will be incorporated by reference into this SAI and deemed to
be part of this SAI from the date of the filing of such reports and documents:
| · | the Fund’s Prospectus, dated [·], 2024, filed with this SAI; |
| · | the Fund’s Annual Report on Form N-CSR for the fiscal period ended December 31, 2023,
filed with the SEC on March [·], 2024; |
You may obtain copies of any information incorporated
by reference into this SAI, at no charge, by calling 1-855-777-8001, by writing to the Fund or visiting the Fund’s website https://publicsecurities.brookfield.com/en.
In addition, the SEC maintains a website at www.sec.gov, free of charge, that contains these reports, the Fund’s proxy and information
statements, and other information relating to the Fund.
Appendix A
Description of corporate debt ratings
Moody’s Investors Service, Inc.
| Aaa: |
Obligations rated Aaa are judged to be of the highest quality, with minimal credit risk. |
| |
|
| Aa: |
Obligations rated Aa are judged to be of high quality and are subject to very low credit risk. |
| |
|
| A: |
Obligations rated A are considered as upper-medium grade and are subject to low credit risk. |
| |
|
| Baa: |
Obligations rated Baa are subject to moderate credit risk. They are considered medium grade and as such may possess certain speculative characteristics. |
| |
|
| Ba: |
Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk. |
| |
|
| B: |
Obligations rated B are considered speculative and are subject to high credit risk. |
| |
|
| Caa: |
Obligations rated Caa are judged to be of poor standing and are subject to very high credit risk. |
| |
|
| Ca: |
Obligations rated Ca are highly speculative and are likely in, or very near default, with some prospect of recovery of principal and interest. |
| |
|
| C: |
Obligations rated C are the lowest rated class of bonds and are typically in default, with little prospect for recovery of principal or interest. |
Unrated: Where no rating has been assigned or
where a rating has been suspended or withdrawn, it may be for reasons unrelated to the quality of the issue.
Should no rating be assigned, the reason may be
one of the following:
| 1. | An application for rating was not received or accepted. |
| 2. | The issue or issuer belongs to a group of securities that are not rated as a matter of policy. |
| 3. | There is a lack of essential data pertaining to the issue or issuer. |
| 4. | The issue was privately placed, in which case the rating is not published in Moody’s Investors Service, Inc.’s
publications. |
Suspension or withdrawal may occur if new and
material circumstances arise, the effects of which preclude satisfactory analysis; if there is no longer available reasonable up-to-date
data to permit a judgment to be formed; if a bond is called for redemption; or for other reasons.
Note:
Moody’s may apply numerical modifiers, 1,
2 and 3 in each generic rating classification from Aa through B in its corporate bond rating system. The modifier 1 indicates that the
security ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates
that the issue ranks in the lower end of its generic rating category.
Standard & Poor’s Ratings Service
| AAA: |
An obligation rated ‘AAA’ has the highest rating assigned by S&P. The obligor’s capacity to meet its financial commitment on the obligation is extremely strong. |
| |
|
| AA: |
An obligation rated ‘AA’ differs from the highest rated obligations only in a small degree. The obligor’s capacity to meet its financial commitment on the obligation is very strong. |
| |
|
| A: |
An obligation rated ‘A’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rated categories. However, the obligor’s capacity to meet its financial commitment on the obligation is still strong. |
| |
|
| BBB: |
An obligation rated ‘BBB’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation. |
| |
|
| BB, B, CCC, CC, C: |
Obligations rated ‘BB’, ‘B’, ‘CCC’, ‘CC’, and ‘C’ are regarded as having significant speculative characteristics. ‘BB’ indicates the least degree of speculation and ‘C’ the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions. |
| |
|
| C1: |
The rating C1 is reserved for income bonds on which no interest is being paid. |
| |
|
| D: |
Bonds rated D are in payment default, and payment of interest and/or repayment of principal is in arrears. |
| |
|
| Plus (+) or Minus (–) |
The ratings from AA to CCC may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories. |
| |
|
| NR: |
Indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that S&P does not rate a particular type of obligation as a matter of policy. |
Description of S&P and Moody’s Commercial
Paper Ratings:
The designation A-1 by S&P indicates that
the degree of safety regarding timely payment is either overwhelming or very strong. Those issues determined to possess overwhelming safety
characteristics are denoted with a plus sign designation. Capacity for timely payment on issues with an A-2 designation is strong. However,
the relative degree of safety is not as high as for issues designated A-1.
The rating Prime-1 (P-1) is the highest commercial
paper rating assigned by Moody’s. Issuers of P-1 paper must have a superior capacity for repayment of short-term promissory obligations,
and ordinarily will be evidenced by leading market positions in well-established industries, high rates of return of funds employed, conservative
capitalization structures with moderate reliance on debt and ample asset protection, broad margins in earnings coverage of fixed financial
charges and high internal cash generation, and well-established access to a range of financial markets and assured sources of alternate
liquidity.
PART C
Item 25.
Financial Statements
Included in Part A:
The annual report to the Fund’s shareholders
for the fiscal year ended December 31, 2023 (the “2023 Annual Report”) is incorporated by reference.
The semi-annual report to the Fund’s shareholders for the fiscal period ended June 30, 2023 (the “2023 Semi-Annual Report”) is incorporated by reference.
Included in Part B:
Audited financial statements and financial highlights
for the fiscal year ended December 31, 2023, and related Report of Independent Registered Public Accounting Firm are incorporated
herein by reference to the 2023 Annual Report.
Audited financial statements and financial highlights for the fiscal period ended June 30, 2023, and related Report of Independent Registered Public Accounting Firm are incorporated herein by reference to the 2023 Semi-Annual Report.
Exhibits
| (d) | Instruments defining the rights of holders
of securities being registered are herein incorporated by reference from the Registrant’s
Articles of Incorporation and Bylaws. |
| (g)(2) | Form of Investment Sub-Advisory Agreement
among the Registrant, Brookfield Public Securities Group LLC and Oaktree Fund Advisors, LLC.(2) |
| (l)(2) | Opinion
and Consent of Venable LLP.(2) |
| (n) | Consent
and Opinion of Independent Registered Public Accountant.(2) |
| (2) | To be filed by amendment. |
| (3) | Filed as an exhibit to the Registrant’s
registration statement on Form N-14 8C (File Nos. 333-211408 and 811-23157) on May 16,
2016. |
| (4) | Filed as an exhibit to the Registrant’s
registration statement on Form N-14 8C (File Nos. 333-211408 and 811-23157) on July 11,
2016. |
| (5) | Filed as an exhibit to the Registrant’s
registration statement on Form N-2 (File Nos. 333-211408 and 811-23157) on August 10,
2016. |
| (6) | Filed as an exhibit to the Registrant’s
registration statement on Form N-2 (File Nos. 333-251492 and 811-23157) on April 26,
2021. |
Item 26. Marketing Arrangements
Not applicable.
Item 27. Other Expenses of Issuance and Distribution
The following table sets forth
the estimated expenses to be incurred in connection with the offering described in this registration statement:
| Legal Fees |
|
$ |
[·] |
|
| Printing Expenses |
|
[·] |
|
| Marketing Expenses |
|
[·] |
|
| NYSE Listing Fees |
|
[·] |
|
| SEC Registration Fees |
|
[·] |
|
| FINRA Fees |
|
[·] |
|
| Accounting Fees |
|
[·] |
|
| Miscellaneous |
|
[·] |
|
| Total |
|
$ |
[·] |
|
Item 28. Persons Controlled by or Under Common Control with Registrant
None.
Item 29. Number of Holders of Securities.
| Title/Class | |
| Number of Record
Shareholders as of [·] | |
| Capital stock, at par value ($0.001 par value, 1,000,000,000 shares authorized) | |
| [·] | |
Item 30. Indemnification
Maryland law permits a Maryland
corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders
for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services
or (b) active and deliberate dishonesty established by a final judgment and material to the cause of action. The Registrant’s
charter (the “Charter”) contains such a provision which eliminates directors’ and officers’ liability to the maximum
extent permitted by Maryland law, subject to the requirements of the 1940 Act.
The Charter authorizes the
Registrant, to the maximum extent permitted by Maryland law and subject to the requirements of the 1940 Act, to obligate the Registrant
to indemnify any present or former director or officer or any individual who, while serving as a director or officer of the Registrant
and, at the Registrant’s request, serves or has served another corporation, real estate investment trust, partnership, joint venture,
limited liability company, trust, employee benefit plan or other enterprise as a director, officer, partner, manager, managing member
or trustee from and against any claim or liability to which that individual may become subject or which that individual may incur by reason
of his or her service in any such capacity and to pay or reimburse his or her reasonable expenses in advance of final disposition of a
proceeding.
The Registrant’s Bylaws
obligate the Registrant, to the maximum extent permitted by Maryland law and subject to the requirements of the 1940 Act, to indemnify
any present or former director or officer or any individual who, while serving as a director or officer of the Registrant and, at the
Registrant’s request, serves or has served another corporation, real estate investment trust, partnership, joint venture, limited
liability company, trust, employee benefit plan or other enterprise as a director, officer, partner, manager, managing member or trustee
and who is made, or threatened to be made, a party to the proceeding by reason of his or her service in any such capacity and to pay or
reimburse his or her reasonable expenses in advance of final disposition of a proceeding. The Charter and Bylaws also permit the Registrant
to indemnify and advance expenses to any individual who served any predecessor of the Registrant in any of the capacities described above
and any employee or agent of the Registrant or a predecessor of the Registrant, if any.
Maryland law requires a corporation
(unless its charter provides otherwise, which is not the case for the Registrant’s Charter) to indemnify a director or officer who
has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made, or threatened to be made,
a party by reason of his or her service in that capacity. Maryland law permits a corporation to indemnify its present and former directors
and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection
with any proceeding to which they may be made, or threatened to be made, a party by reason of their service in those or other capacities
unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding
and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty, (b) the director or officer
actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the
director or officer had reasonable cause to believe the act or omission was unlawful. However, under Maryland law, a Maryland corporation
may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis
that a personal benefit was improperly received, unless in either case a court orders indemnification, and then only for expenses. In
addition, Maryland law permits a corporation to pay or reimburse reasonable expenses to a director or officer in advance of final disposition
of a proceeding upon the corporation’s receipt of (a) a written affirmation by the director or officer of his or her good faith
belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking
by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the
standard of conduct was not met.
In accordance with the 1940
Act, we will not indemnify any person for any liability to which such person would be subject by reason of such person’s willful
misconduct, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
Insofar as indemnification
for liability arising under the Securities Act of 1993, as amended (the “Securities Act”) may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission (the “SEC”) such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.
| Item 31. | Business and Other
Connections of Investment Adviser |
Brookfield Public Securities
Group LLC (“PSG”), a Delaware limited liability company and a registered investment adviser under the Investment Advisers
Act of 1940, as amended, serves as investment adviser to the Registrant. PSG’s offices are located at Brookfield Place, 250 Vesey
Street, New York, New York 10281-1023. Information as to the officers and directors of PSG is included in its current Form ADV (File
No. 801-34605) filed with the Securities and Exchange Commission.
| Item 32. | Location of Accounts
and Records |
All accounts, books and other
documents required to be maintained by Section 31(a) of the 1940 Act relating to the Registrant are maintained at the following
offices:
| |
1. |
Brookfield Public Securities Group LLC
Brookfield Place
250 Vesey Street
New York, New York 10281-1023 |
| |
|
|
| |
2. |
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202 |
| |
|
|
| |
3. |
U.S. Bancorp Fund Services, LLC
1201 South Alma School Road, Suite 3000
Mesa, Arizona 85210 |
| |
|
|
| |
4. |
U.S. Bank National Association
1555 North River Center Drive, Suite 302
Milwaukee, Wisconsin 53212 |
| |
|
|
| |
5. |
Equiniti Trust Company, LLC
90 Park Avenue
New York, New York 10016 |
| Item 33. | Management Services |
Not applicable.
1. Not
applicable.
2. Not
applicable.
3. Registrant
undertakes:
| (a) | to file, during any period in which offers or sales are being made, a post-effective amendment to this
registration statement: |
| i. | to include any prospectus required by Section 10(a)(3) of the Securities Act; |
| ii. | to reflect in the prospectus any facts or events after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in
the “Calculation of Registration Fee” table in the effective registration statement; and |
| iii. | to include any material information with respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such information in the registration statement. |
Provided, however, that paragraphs a(1),
a(2), and a(3) of this section do not apply to the extent the information required to be included in a post-effective amendment by
those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference into the registration statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of the registration statement that, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof;
| (b) | that, for the purpose of determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities
at that time shall be deemed to be the initial bona fide offering thereof; |
| (c) | to remove from registration by means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering; and |
| (d) | that, for the purpose of determining liability under the Securities Act to any purchaser: |
(1) if
the Registrant is relying on Rule 430B:
| (A) | Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part
of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
| (B) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of
a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (x), or (xi) for
the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included
in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the
first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes
of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract
of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that
was part of the registration statement or made in any such document immediately prior to such effective date; or |
| (2) | if the Registrant is relying on Rule 430C: each prospectus filed pursuant to Rule 424(b) under
the Securities Act as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B
or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement
as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such date of first use. |
| (e) | that for the purpose of determining liability of the Registrant under the Securities Act to any purchaser
in the initial distribution of securities: |
The undersigned Registrant undertakes
that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following
communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to
the purchaser:
| (1) | any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required
to be filed pursuant to Rule 424 under the Securities Act; |
| (2) | free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant
or used or referred to by the undersigned Registrants; |
| (3) | the portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the
Securities Act relating to the offering containing material information about the undersigned Registrant or its securities provided by
or on behalf of the undersigned Registrant; and |
| (4) | any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. |
4. Registrant
undertakes:
| (a) | that, for the purpose of determining any liability under the Securities Act the information omitted from
the form of prospectus filed as part of the registration statement in reliance upon Rule 430A and contained in a form of prospectus
filed by the Registrant under Rule 424(b)(1) under the Securities Act will be deemed to be a part of the registration statement
as of the time it was declared effective. |
| (b) | that, for the purpose of determining any liability under the Securities Act, each post-effective amendment
that contains a form of prospectus will be deemed to be a new registration statement relating to the securities offered therein, and the
offering of the securities at that time will be deemed to be the initial bona fide offering thereof. |
5. The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the
Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference into the registration statement shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
6. Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
7. Registrant
undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt
of a written or oral request, any prospectus or Statement of Additional Information constituting Part B of this registration statement.
Signatures
Pursuant to the requirements
of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this registration
statement on Form N-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, and State
of New York, on the 10th day of January, 2024.
| |
BROOKFIELD REAL ASSETS INCOME FUND
INC. |
| |
|
| |
By: |
/s/ BRIAN F. HURLEY |
| |
Brian F. Hurley |
| |
President |
Pursuant to the requirements
of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and
on the dates indicated.
|
Signature |
|
Capacity |
|
Date |
| |
|
/s/ Brian F.
Hurley |
|
|
|
|
| Brian F. Hurley |
|
President (Principal Executive Officer) |
|
January 10, 2024 |
| |
|
|
|
|
|
/s/ Casey P. Tushaus |
|
|
|
|
| Casey P. Tushaus |
|
Treasurer (Principal Financial and Accounting Officer) |
|
January 10, 2024 |
| |
|
|
|
|
|
* |
|
|
|
|
| Heather S. Goldman |
|
Director |
|
January 10, 2024 |
| |
|
|
|
|
|
* |
|
|
|
|
| Stuart A. McFarland |
|
Director |
|
January 10, 2024 |
| |
|
|
|
|
|
* |
|
|
|
|
| Edward A. Kuczmarski |
|
Director |
|
January 10, 2024 |
| |
|
|
|
|
|
* |
|
|
|
|
| David Levi |
|
Director |
|
January 10, 2024 |
| |
|
|
|
|
|
* |
|
|
|
|
| William H. Wright II |
|
Director |
|
January 10, 2024 |
| |
|
|
|
|
|
* |
|
|
|
|
| Betty Whelchel |
|
Director |
|
January 10, 2024 |
| |
|
|
|
|
|
/s/ Brian F.
Hurley |
|
|
|
|
| Brian F. Hurley |
|
Attorney-in-Fact |
|
January 10, 2024 |
* Pursuant to Powers of Attorney
EXHIBIT INDEX
Exhibit (l)(1)
CONSENT OF COUNSEL
We consent to the reference
to our Firm under the heading “Legal Matters” to the Registration Statement on Form N-2 of Brookfield Real Assets Income Fund
Inc. as filed with the Securities and Exchange Commission on or about January 10, 2024.
| /s/ Paul Hastings LLP |
|
| |
|
| PAUL HASTINGS LLP |
|
New York, New York
January 10, 2024
Exhibit (r)(1)
Table of Contents
| INTRODUCTION |
3 |
| |
|
| CONSEQUENCES OF NON-COMPLIANCE |
4 |
| |
|
| APPLICATION OF THIS POLICY |
5 |
| |
|
| COMMUNICATION AND REPORTING |
5 |
| |
|
| PART I – GENERAL PROHIBITIONS
APPLICABLE TO ACCESS PERSONS |
5 |
| |
|
| 1. Securities
Laws |
5 |
| |
|
| 2. Prohibited
Securities |
8 |
| |
|
| PART II – ADDITIONAL RULES
FOR ACCESS PERSONS |
9 |
| |
|
| 1. Personal
Trading |
9 |
| |
|
| 2. Internal
Reporting Obligations |
11 |
| |
|
| PART III – REVIEW BY THE
BOARD OF DIRECTORS |
12 |
| |
|
| PART IV – ADDITIONAL RULES
APPLICABLE TO DIRECTORS |
13 |
| |
|
| PART V – MISCELLANEOUS |
13 |
| |
|
| APPENDIX A, Compliance and Legal
Contract Information |
15 |
| |
|
| APPENDIX B, Associated Companies
and Entities |
16 |
| |
|
| APPENDIX C, Insider Reporting
Guidelines |
19 |
| |
|
| APPENDIX D, Reportable Accounts |
19 |
| |
|
| APPENDIX E, Wrapper to Personal
Trade Policy |
21 |
 | BROOKFIELD PERSONAL TRADING POLICY 2 |
INTRODUCTION
This
Personal Trading Policy (this “Policy”) applies to all directors, officers, employees, trustees and
advisory persons1 (collectively, “Access Persons”) of Brookfield Public Securities Group LLC,
Brookfield Public Securities Group (UK) Ltd., and Brookfield Investment Management (Canada) Inc. (collectively,
“PSG” “we”, “us”, “our” or the
“Company”).
Note that the activities
of your spouse, partner and family members who live in the same dwelling as you (collectively, “Family Members”) are
also subject to the restrictions set out in this Policy. You are responsible for ensuring compliance by your Family Members. When in
doubt about the potential application of this Code to your Family Members, please contact the compliance department.
The
objective of this Policy is to provide guidance on when it is permissible for Access Persons of the Company, and their Family Members,
to trade in securities2 for their respective personal accounts (and accounts over which they have trading authority or exercise
similar influence), when such accounts are prohibited, and the protocol to be followed when personal trading is conducted. In all cases,
this Policy is designed with a view to avoid the risk of situations arising whereby you, your Family Members and/or the Company could
be harmed through damaged reputation or legal action.
For the purposes of this
Policy, your personal trading activities are considered to include your own trading activities and those of your Family Members, as well
as activities in any other account(s) over which you and/or your Family Members have trading authority or exercise similar influence
other than in the course of employment (e.g. this Policy applies to your activities as the treasurer or investment officer of a charitable
organization or foundation or acting as an informal investment advisor for relatives, friends or investment clubs).
This Policy applies both (i) during your tenure with the Company, and (ii) after the completion or termination of such service to the Company to the
extent that you possess material non-public information (as defined below) at the time such service is completed.
| 1 | Advisory person means any employee of PSG
or of any company in a control relationship to PSG, who, in connection with his or her regular
functions or duties, makes, participates in or obtains information regarding the purchase
or sale of securities by PSG clients or obtains information regarding the portfolio holdings
of any reportable fund, or whose functions relate to any recommendations with respect to
such purchases or sales and any natural person in a control relationship with PSG who obtains
information regarding the purchase or sale of securities or information regarding the portfolio
holdings of any reportable fund. |
| 2 | Securities include, but are not limited
to, common shares, preferred shares, notes, bonds, convertible securities, rights, warrants,
derivatives, units of partnerships and limited liability companies and other interests that
may, from time to time, determined to be securities under the US federal securities laws. |
| BROOKFIELD PERSONAL TRADING POLICY 3 |
If
you have questions regarding the application of this Policy or about the best course of action in a situation, you should seek guidance
from the Company’s internal legal counsel or compliance department (See Appendix A).
CONSEQUENCES
OF NON-COMPLIANCE
As
is the case with policies of this nature, it is important to use common sense. If a securities trade becomes the subject of scrutiny,
it will be viewed after the fact with the benefit of hindsight and may expose you to the risk that the trade was improper, either because
a real or perceived conflict of interest existed, the trade violated securities laws, or otherwise. Before engaging in any trade, you
should carefully consider how the trade may be construed with the benefit of hindsight.
Violations
of this Policy can have severe consequences. Any violation of this Policy shall be subject to the imposition of such sanctions by
the Chief Compliance Officer3 as the Chief Compliance Officer deems appropriate under the circumstances to achieve the
purposes of this Policy, provided, however, if the sanctions include suspension or termination of
employment, such suspension or termination must be approved by the Board of Directors or comparable body/committee of the
Company.
| 3 | The Chief Compliance Officer is the person
designated by the Company’s Board of Directors or comparable body/committee to monitor
the overall compliance with this Personal Trading Policy. |
| BROOKFIELD PERSONAL TRADING POLICY 4 |
If
you (or a Family Member) trade contrary to what is permitted in this Policy, or fail to pre-clear a trade when required, you may be asked
to cancel or reverse the trade, and/or your trading privileges may be suspended for a specified amount of time or permanently. If required
to reverse or cancel a trade, you (or a Family Member), would be responsible for any trading losses, while the Company reserves the right
to compel you (or a Family Member) to forfeit any trading gains to the Company. A trading violation could also result in disciplinary
action up to and including dismissal for cause, depending upon the severity of the violation.
Additionally,
the criminal and civil consequences of violating securities laws such as the prohibitions on insider trading and “tipping”
(see Part I, Section 1.b below), or a failure to file an insider report on a timely basis, can be severe and may include sanctions, substantial
jail terms and penalties of several times the amount of profits gained, or losses avoided. The Company’s policy is that its directors,
officers and employees must comply with all securities laws, so in addition to the legal consequences associated with breaching securities
laws, the Company reserves the right to take its own actions.
For
your protection, the Company strongly encourages you and your Family Members to consider having your personal financial investments managed
through blind trusts or by third party professional financial advisors who have full discretion over the investment decisions for the
account.
APPLICATION
OF THIS POLICY
Access
Persons are required to conduct personal trading activities in compliance with securities laws, Brookfield’s Code of Business Conduct
and Ethics and this Policy.
COMMUNICATION
AND REPORTING
Upon
joining the Company, you will be provided with a copy of this Policy and will be asked to certify compliance with this Policy on an annual
basis. You may also have ongoing internal or external reporting obligations, as noted in this Policy.
Part
I – General Prohibitions Applicable to Access Persons
1. Securities
Laws
| | As
a rule, if you have “material” “non-public” information about any
entity, and if you directly or indirectly through any person acting on your behalf, buy or
sell securities of that entity before the information is public or no longer material, then
you will have violated securities laws. Such trades are therefore not permitted under this
Policy. |
| | Information
about an entity is “material” if a reasonable investor would consider the information
important when deciding to buy, sell or hold that entity’s securities. |
| | Information
is “non-public” until it has been generally disclosed and adequate time has passed
for the securities markets to digest the information. |
| BROOKFIELD PERSONAL TRADING POLICY 5 |
| | Common examples of material
non-public information include: (i) advance notice of changes in senior management; (ii) unannounced
mergers or acquisitions; (iii) significant pending or threatened litigation; and (iv) non-public
financial results. |
| | If you are not sure whether
information is material or non-public, consult with the Company’s internal legal counsel
or compliance department for guidance before engaging in a transaction. |
| | “Tipping”
arises when you disclose material non-public information about any publicly-traded entity
to another person and that person either: (i) trades in a security related to the information
that you provided; or (ii) provides the information to a third person who then makes a trade
in a related security. Tipping is a violation of law, even if you do not personally make
a trade or otherwise benefit from disclosing the information. You are prohibited from disclosing
material non-public information to others outside the Company, including relatives and friends.
You should also refrain from discussing material non-public information with others within
the Company unless they have a business need to know this information. |
| | If you have material
non-public information about the Company or an entity with which the Company does business,
or may do business with, or the Company has invested in, you are not permitted to give trading
advice of any kind to anyone outside the Company, including relatives or friends, while in
possession of that information. |
| d) | Trading During a
Trading Blackout Period |
| | You are not permitted
to, directly or indirectly through any person acting on your behalf, buy or sell securities
or funds of the Company, Brookfield Asset Management Inc. and its affiliates (collectively,
“Brookfield”), including but not limited to securities of the issuers
listed in Appendix B (“Brookfield Securities”), during a trading blackout
period. Trading blackout periods apply to all Access Persons and generally occur during periods
when financial statements are being prepared but results have not yet been generally disclosed.
Also, from time to time, other types of material non-public information regarding Brookfield
(such as negotiations of mergers, acquisitions or dispositions) may be pending and not be
publicly disclosed. While such information is pending, special blackout periods may also
be imposed on Access Persons. |
| | The prohibition on trading
during a blackout period also applies to any securities issued pursuant to Brookfield’s
automatic dividend reinvestment plan (“DRIP”). An Access Person may not
make any election under the DRIP during a blackout period, including an election to enter
into the DRIP or exit the DRIP. Individuals seeking to participate in the DRIP must elect
to enter into the DRIP during a non-blackout period and may only elect to exit the DRIP during
a non-blackout period. |
| | Regular blackout periods
generally commence at the close of business on the last business day of a quarter and end
on the beginning of the first business day following the earnings call discussing the quarterly
results. Blackout periods may also be prescribed from time to time as a result of special
circumstances relating to Brookfield. When Brookfield imposes a trading blackout on a security,
no Access Person is permitted to trade in the blacked out security until the restriction
has been lifted. Consult internal legal counsel or the compliance department for information
on whether a blackout is in effect on one of Brookfield’s securities. |
| BROOKFIELD PERSONAL TRADING POLICY 6 |
| | Although you are prohibited
from exercising stock options for cash during a blackout period, you are not prohibited from
exercising stock options during a blackout period if such exercise results in you owning
Brookfield securities, since the “strike price” does not vary with the market
but is fixed by the terms of the option agreement or the plan. Upon the acquisition of such
securities, you are then subject to the applicable blackout period. Notwithstanding the foregoing,
Reporting Insiders (as defined below in Part II herein) may not exercise options during a
blackout period for reputational reasons. |
| | In certain very limited
circumstances, you may be permitted to sell Brookfield securities directly to Brookfield
(or a Brookfield entity, as applicable) during a blackout period, subject to a limitation
that the price is not greater than the average closing price over the preceding 20 trading
days, or to otherwise trade in such securities during a blackout period. These transactions
will be permitted only in special circumstances and must be approved in advance by the Chief
Compliance Officer and either the Chief Executive Officer (”CEO”) or Chief
Financial Officer (“CFO”) of Brookfield (or, in the case of the securities
of a publicly-traded controlled affiliate of Brookfield, the CEO or CFO of such affiliate). |
| e) | Other Prohibited
Transactions |
| · | Hedging
Transactions – You are prohibited from selling short public securities issued by
Brookfield, including but not limited to securities of the issuers listed in Appendix
B (“Brookfield Securities”), or buying or selling call or put options
or other derivatives in respect of Brookfield Securities. You are also prohibited from entering
into other transactions which have the effect of hedging the economic value of any direct
or indirect interests in Brookfield’s common equity. This prohibition includes your
participation in Brookfield’s long-term stock ownership plans unless such transactions
are executed and disclosed in full compliance with all applicable regulations and have been
previously approved by the Chief Compliance Officer and either the CEO or CFO of Brookfield
(or, in the case of the securities of a publicly-traded controlled affiliate of Brookfield,
the CEO or CFO of such affiliate), and if such officers deem appropriate, the Governance
and Nominating Committee of the Board. |
| | | |
| · | Short-term
Trading – You may not purchase or sell Brookfield Securities with the intention
of reselling or buying them back in a relatively short period of time in the expectation
of a rise or fall in the market price of the securities (as opposed to purchasing or selling
Brookfield Securities as part of a longterm investment program). Once purchased, a Brookfield
Security must be held for at least 90 days from the date of the trade unless acquired pursuant
to the exercise of rights under a stock option plan. Similarly, once sold, a Brookfield Security
must not be repurchased for at least 90 days from the date of the trade unless acquired pursuant
to a grant under an executive compensation plan. |
| | | |
| · | Pledging
of Securities – Brookfield Securities must not be pledged as collateral for a loan
unless such transactions are executed and disclosed in full compliance with all applicable
regulations and have been previously approved by the Chief Compliance Officer and either
the CEO or CFO of Brookfield (or, in the case of the securities of a publicly-traded controlled
affiliate of Brookfield, the CEO or CFO of such affiliate), and if such officers deem appropriate,
the Governance and Nominating Committee of the Brookfield Board. |
| | | |
| · | “Phantom”
Stock Options – Brookfield may, from time to time, establish so-called “phantom”
option plans, where an individual may be eligible to receive a cash bonus based on the value
of a stated number of Brookfield’s securities at any specified period of time. No individual
may exercise entitlements under a “phantom” stock option plan during a blackout
period. |
| BROOKFIELD PERSONAL TRADING POLICY 7 |
| · | “Deferred
Share Units” / “Restricted Share Units” – Although Deferred Share
Units and Restricted Share Units of Brookfield (collectively, “Units”)
are not technically securities, for reputational reasons Units are subject to all the same
restrictions as Brookfield securities. Therefore, no individual may hedge against their Units
or pledge their Units as collateral for a loan without the approval of the PSG Chief Compliance
Officer and the CEO or CFO of PSG (or, in the case of the securities of a publicly-traded
controlled affiliate of Brookfield, the CEO or CFO of such affiliate). Notwithstanding the
foregoing, Units may be issued during blackout periods and Units shall be settled in the
ordinary course in accordance with the respective award agreements, whether or not such settlement
occurs during a blackout period. |
2. Prohibited
Securities
| Effective November 1,
2015, Access Persons and their Family Members4 are prohibited from conducting
personal securities transactions
in “Marketable Securities” at any time.
Marketable Securities include: |
| · | Corporate
Bonds and Debentures |
Marketable
Securities do not include the securities that are enumerated in Part II Section 1. C. herein,
or Brookfield Securities.
Access
Persons and their Family Members must delegate any such activity in Marketable Securities to: (i) a blind trust; or (ii) a professional
third party financial advisor who has full discretion over investment decisions and for which no trading instructions are given other
than customary general client investment objectives and similar information.
An
Access Person may contact the Chief Compliance Officer or his designee to request an exemption on behalf of his or her Family Member(s)
only to permit such Family Member(s) to trade in Marketable Securities, which, if granted, will be noted in the Access Person’s
file. The Company reserves the right not to approve an exemption request.
The
following is a non-exhaustive list of factors that will be considered in determining whether to grant an exemption:
| (a) | A Family Member is
employed or otherwise affiliated with an issuer of Marketable Securities (e.g., a
Family Member is employed by a bank and seeks to trade in securities issued by the bank or
its affiliates); or |
| | | |
| (b) | A Family Member invests his or her funds
in Marketable Securities for themselves or on behalf of others, other than the Access Person. |
| 4 | A Family Member whose primary occupation
is in professional investment management or securities trading is permitted to trade if he
or she is conducting such transactions on behalf of non-Family Member third parties (alongside
a limited amount of the Family Member’s own funds) in such capacity and is not subject
to the preclearance or reporting requirements of this Policy. |
| BROOKFIELD PERSONAL TRADING POLICY 8 |
| | In receiving an exemption,
an Access Person will be required to certify periodically to the Company that the Access
Person: (i) has not shared any securities information with the Family Member trading in Marketable
Securities; and (ii) has no involvement in the trading of Marketable Securities by the Family
Member. |
| | In the event that an
exemption is granted under (b) above, an Access Person must pre-clear all personal trades
in Marketable Securities made by an exempt Family Member and provide copies of account statements
for the accounts in which such trades are made. Approved transactions must be executed by
the end of the second business day following the receipt of such approval. Securities in
connection with an initial public offering or private placement also require pre- clearance,
approval for which will be granted or denied within 24 hours of the request being submitted
and may involve an additional request for information from the Chief Compliance Officer or
his designee. Failure to abide by the terms of any exemption, including any failure(s) to
pre-clear proposed transactions or Reportable Accounts, may result, in the discretion of
the PSG Chief Compliance Officer, the revocation of any exemption in whole or in part. |
| | Access Persons and/or
their Family Members may have ownership positions in Marketable Securities that predate November
1, 2015, joining the Company, and/or becoming an Access Person. In addition, subsequent to
November 1, 2015, Access Persons and/or their Family Members may receive gifts or bequests
of Marketable Securities. All such holdings of Marketable Securities must be disclosed to
the compliance department as soon as practicable, if they have not been disclosed already,
so that they may be recorded as grandfathered Marketable Securities. Should the Access Person
or a Family Member want to sell one of these grandfathered Marketable Securities, pre-clearance
approval must be sought through the Company’s automated trade approval system. Approved
transactions must be executed by the end of the second business day following the receipt
of such approval. |
Part
II – Additional Rules for Access Persons
1. Personal
Trading
| | The following additional
rules govern the personal trading of all Access Persons: |
| a) | Blind Trusts/Discretionary
Accounts |
All
Access Persons and their Family Members are permitted to enter into securities trades and are exempt from the pre-clearance obligations
of this Policy if they are:
| · | done
in a blind trust (i.e., a trust in which you (and/or a Family Member) are a beneficiary
but for which you do not receive any reporting and have no knowledge regarding investments);
or |
| | | |
| · | done
in accounts managed on your (and/or a Family Member’s) behalf by a third party financial
advisor who has full discretion over investment decisions and for which no trading instructions
are given other than customary general client investment objectives and similar information. |
Reporting
Insiders may not hold Brookfield Securities in blind trusts or accounts managed on their behalf by a third party financial advisor,
due to insider reporting requirements.
| BROOKFIELD PERSONAL TRADING POLICY 9 |
| b) | Accounts Managed
by the Company |
Access
Persons and their Family Members are required to pre-clear and obtain approval from the Chief Compliance Officer before establishing
an investment management account to be managed by the Company. If approved, the Access Person must follow the reporting requirements
set forth in Part II Section 2 herein.
Transactions
by Access Persons and their Family Members in the following types of securities (“Permitted Securities”) are exempt
from the pre-clearance requirements of this Policy, provided that such securities are not convertible, exchangeable or
exercisable for or into Marketable Securities (as defined below):
| · | government
securities, foreign or domestic; |
| · | short-term
instruments, such as certificates of deposit (“CDs”) and guaranteed investment
certificates, of financial intermediaries including life insurance companies and banks where
these instruments are purchased for holding to maturity; |
| · | banker’s
acceptances, bank CDs, repurchase agreements or commercial paper of non- financial institutions
with a maturity of 180 days or less where these instruments are purchased for holding to
maturity; |
| · | purchases
under DRIPs (discretionary DRIPs or stock purchase programs, however, must be precleared
in accordance with this Policy); |
| · | open-end
mutual funds (or the equivalent, including funds of funds) not managed or sub- advised
by BAM or any BAM affiliate, including PSG; |
| · | closed-end
mutual funds not managed or sub-advised by BAM or any BAM affiliate, including PSG; |
| · | exchange-traded
funds or “ETFs” (e.g., iShares and comparable ETFs); NOTE:
Single Stock ETFs are not Permitted Securities. |
| · | non-equity
options (e.g., index funds); |
| · | foreign
exchange securities (e.g., currency forwards); |
| · | commodity
futures (e.g., oil, corn and sugar); and |
| BROOKFIELD PERSONAL TRADING POLICY 10 |
| · | insurance
products in which underlying investment options are open-end mutual funds, ETFS or a Permissible
Security enumerated above; and |
| · | 529
College Savings Plans in which underlying investment options are open-end mutual funds, ETFs
or a Permissible Security enumerated above. |
All securities that are
not: (i) enumerated above, or (ii) Brookfield Securities, are by definition Marketable Securities.
Transactions
by Access Persons (and their Family Members) in Brookfield Securities are permitted, provided that all such trades in Brookfield Securities
do not occur during any applicable blackout periods and are “pre-cleared”. If an Access Person wishes to execute an order
in Brookfield Securities, they must submit a request for pre-clearance through the Company’s automated trade approval system. Approved
transactions must be executed by the end of the second business day following the receipt of such approval.
To
seek to ensure the independence under the Investment Company Act of 1940 of non-employee directors and/or trustees of the Brookfield
Funds (“Independent Directors/Trustees”), Independent Directors/Trustees shall be prohibited from purchasing
Brookfield Securities.
Specific
approval is also not required for transactions in either Brookfield Securities that are: (i) non-volitional in nature, including mergers,
recapitalizations, distributions-in-kind or similar transactions; or (ii) purchases that are part of a DRIP; or (iii) transactions related
to the issuance of deferred compensation awards linked to Brookfield Securities or the settlement of such awards, so long as such settlement
occurs in accordance with the terms of the underlying award agreement.
2. Internal Reporting Obligations
Access
Persons are required to identify all of their Reportable Accounts (as defined in Appendix D) on the Company’s automated
trade approval system so that trading activities in those accounts can be monitored and the Company can ensure that an Access Person
has made trades in Brookfield Securities in accordance with this Policy, and that no trades have been made in Marketable Securities unless
an exemption has been granted.
Access
Persons must identify their Reportable Accounts within 10 days of being notified of such designation. Statements for each Reportable
Account must be provided to the compliance department initially when an individual becomes an Access Person, and on an ongoing basis
within 30 days of the quarter end. Access Persons are required to notify the compliance department when a Reportable Account is opened
or closed. Access Persons may be asked to facilitate the provision of statements directly from the financial institution to the compliance
department. Investments that are not held through a broker-dealer must be reported to the compliance department prior to any initial
investment, or becoming an Access Person, and annually thereafter.
| BROOKFIELD PERSONAL TRADING POLICY 11 |
For
a blind trust/discretionary account reported by an Access Person to the Chief Compliance Officer, the Chief Compliance Officer shall
obtain substantiating documentation from the broker- dealer or investment adviser managing the discretionary account confirming that
the Access Person does not have direct or indirect influence over the account, including the ability to buy or sell securities.
Certain
Access Persons may be considered “reporting insiders” under applicable securities laws (“Reporting Insiders”)
and are required to file insider reports. In general, Reporting Insiders are persons who hold certain Brookfield positions and those
persons who both: (I) receive or have access, in the ordinary course, to material non-public information about Brookfield; and (ii) can
exercise, directly or indirectly, significant power or influence over the business, operations, capital or development of Brookfield.
This would generally include the boards of directors of our public entities and their CEO, CFO, Chief Operating Officer and others with
similar levels of authority. Internal legal counsel maintains a list of all individuals who are considered Reporting Insiders for Brookfield
and any publicly-traded controlled affiliates.
If
you fall within the definition of a Reporting Insider, you must ensure that you comply with any applicable insider reporting requirements
in respect of transactions in Brookfield Securities. A description of the relevant insider reporting guidelines is set out in Appendix
C.
| c) | Internal
Reporting of Violations |
All
Access Persons must report matters involving violations of this Policy promptly to the Chief Compliance Officer. You can report a violation
on a confidential or anonymous basis. The Company does not permit retaliation against Access Persons for reports submitted in good faith.
Reports of violations will be investigated and appropriate actions will be taken by the Chief Compliance Officer.
Access
Persons will be required to certify quarterly and annually that they, and their Family Members, have conformed to the requirements of
this Policy.
Part
III – Review by the Board of Directors
At
least annually, the Chief Compliance Officer shall report to the Board of Directors or comparable body/committee of the Company regarding:
| i. | All
existing procedures concerning Access Persons’ personal trading activities and any
procedural changes made during the past year; |
| ii. | Any
recommended changes to this Policy; and |
| iii. | A
summary of any violations, which occurred during the past year with respect to which significant
remedial action was taken. |
| BROOKFIELD PERSONAL TRADING POLICY 12 |
Part
IV – Additional Rules Applicable to Directors
Transactions
by Independent Directors/Trustees and their Family Members in the Brookfield funds5 must comply with the Wrapper to the
Personal Trading Policy set forth in Appendix E herein.
Part
V – Miscellaneous
1.
ACCESS PERSONS
The
Chief Compliance Officer will identify all Access Persons who are under a duty to make reports to the Company and will inform such persons
of such duty. Any failure by the Chief Compliance Officer to notify any person of his or her duties under this Policy shall not relieve
such person of his or her obligations hereunder.
2.
RECORDS
The
compliance department shall maintain records in a manner and to the extent set forth below, and shall be available for examination by
regulatory agencies:
| (a) | a
copy of this Policy and any other policy which is, or at any time within the past five years
has been, in effect shall be preserved in an easily accessible place; |
| | | |
| (b) | a
record of any violation of this Policy and of any action taken as a result of such violation
shall be preserved in an easily accessible place for a period of not less than five years
following the end of the fiscal year in which the violation occurs; |
| | | |
| (c) | a
copy of each report made pursuant to this Policy shall be preserved for a period of not less
than five years from the end of the fiscal year in which it is made, the first two years
in an easily accessible place; |
| | | |
| (d) | a
list of all persons who are required or within the past five years have been required, to
make reports pursuant to this Policy shall be maintained in an easily accessible place; |
| | | |
| (e) | a
copy of any writen report that describes any material issues arising under this Policy since
the last report to the board of directors of an investment company, including, but not limited
to, information about material violations of this Policy and sanctions imposed in response
to the material violations, which shall be maintained for a period of not less than five
years following the end of the fiscal year in which it is made, the first two years in an
easily accessible place; |
| | | |
| (f) | a
copy of any certificate stating that the Company has adopted procedures reasonably necessary
to prevent Access Persons from violating this Policy, which shall be maintained for a period
of not less than five years following the end of the fiscal year in which it is made, the
first two years in an easily accessible place; and |
| | | |
| (g) | a
record of any decision and the reasons supporting the decision, as appropriate, to approve
the acquisition by Access Persons of securities offered in initial public offerings and limited
offerings for not less than five years following the end of the fiscal year in which the
approval is granted. |
| 5 | Brookfield
funds shall include the funds listed in the Wrapper to the Personal Trading Policy in Appendix
E. |
| BROOKFIELD PERSONAL TRADING POLICY 13 |
3.
CONFIDENTIALITY
All
reports of securities transactions and any other information filed pursuant to this Policy shall be treated as confidential, except to
the extent required by law.
4.
INTERPRETATION OF PROVISIONS
The
Board of Directors or comparable body/committee of the Company may from time to time adopt such interpretations of this Policy as it
deems appropriate.
5.
SHORT-TERM EMPLOYEES
Temporary
person, consultants, and interns (collectively, “Short-Term Personnel”) hired for a period of more than three months
shall be treated as an Access Person and must abide by the Policy except for the reporting requirements under Part II Section 2a. and
Appendix D herein.
6.
REVIEW PROCESS
Access
Persons may request review by the Chief Compliance Officer of a decision or determination made by the Chief Compliance Officer or Board
of Directors or comparable body/committee of the Company pursuant to this Policy. The Chief Compliance Officer or the Board of Directors
or comparable body/committee of the Company may elect to consider or reject the request for review. Any review conducted including the
results shall be maintained in the Access Person’s file.
| BROOKFIELD PERSONAL TRADING POLICY 14 |
Appendix A
COMPLIANCE & LEGAL CONTACT
INFORMATION
Brian Hourihan
Chief Compliance Officer and Regulatory Counsel
Brian.Hourihan@brookfield.com
212-549-8497
Brian Hurley
General Counsel
Brian.Hurley@brookfield.com
212-549-84
| BROOKFIELD PERSONAL TRADING POLICY 15 |
Appendix B
ASSOCIATED COMPANIES AND ENTITIES (As of June 1, 2020,
over 5% ownership)
Below is a non-exhaustive list of Company Funds and the
issuers of Brookfield Securities which will be updated from time to time and posted for review on an internal, Brookfield public web,
sharepoint or comparable secure site or electronic location.
| Brookfield
Global Infrastructure Securities Income Fund |
Canadian
Closed End Fund |
| Brookfield
Select Opportunities Income Fund |
Canadian
Closed End Fund |
| Brookfield
Real Assets Securities CIT |
Collective
Investment Trust |
| Brookfield
Global Infrastructure UCITS Fund |
Irish
UCITS Fund |
| Brookfield
Global Listed Real Estate UCITS Fund |
Irish
UCITS Fund |
| Brookfield
Real Assets Securities UCITS Fund |
Irish
UCITS Fund |
| Brookfield
U.S. Listed Real Estate UCITS Fund |
Irish
UCITS Fund |
| BAYVK
– REITS 1 (Germany) |
Non-US
Collective Investment Vehicles |
| Brookfield
Global Real Asset Fund (Cayman) |
Non-US
Collective Investment Vehicles |
| KB
Brookfield Global Sustainable Infrastructure Securities Fund |
Non-US
Collective Investment Vehicles |
| KB
Real Asset Debt Fund (Korea) |
Non-US
Collective Investment Vehicles |
| KB
Real Asset Income Fund (Korea) |
Non-US
Collective Investment Vehicles |
| Manulife
Global Infrastructure Class (Canada) |
Non-US
Collective Investment Vehicles |
| Manulife
Global Infrastructure Fund (Canada) |
Non-US
Collective Investment Vehicles |
| Nomura
Multi Managers Fund V / World Infrastructure Equity (Brookfield) (Japan) |
Non-US
Collective Investment Vehicles |
| Renaissance
Real Assets Private Pool (Canada) |
Non-US
Collective Investment Vehicles |
| Aimia
Inc |
Publicly
Traded Affiliate |
| Batalion
Oil Corp |
Publicly
Traded Affiliate |
| Berry
Corp |
Publicly
Traded Affiliate |
| Blue
Sky Alternative Investmen |
Publicly
Traded Affiliate |
| Brookfield
Asset Management Inc. |
Publicly
Traded Affiliate |
| Brookfield
Business Partners LP |
Publicly
Traded Affiliate |
| Brookfield
DTLA Fund Office Trust Investor Inc. |
Publicly
Traded Affiliate |
| Brookfield
Incorporacoes S.A. |
Publicly
Traded Affiliate |
| Brookfield
Infrastructure Partners LP |
Publicly
Traded Affiliate |
| Brookfield
Investments Corporation |
Publicly
Traded Affiliate |
| Brookfield
Property Partners LP |
Publicly
Traded Affiliate |
| Brookfield
Property REIT |
Publicly
Traded Affiliate |
| Brookfield
Renewable Partners LP |
Publicly
Traded Affiliate |
| Brookfield
Renewable Power Preferred Equity Inc. |
Publicly
Traded Affiliate |
| Century
Communities Inc |
Publicly
Traded Affiliate |
| Countrywide
PLC |
Publicly
Traded Affiliate |
| CWC
Energy Services Corp. |
Publicly
Traded Affiliate |
| Eagle
Bulk Shipping Inc |
Publicly
Traded Affiliate |
| Elah
Holdings Inc |
Publicly
Traded Affiliate |
| BROOKFIELD PERSONAL TRADING POLICY 16 |
| Exantas
Capital Corp |
Publicly
Traded Affiliate |
| Gas
Natural ESP |
Publicly
Traded Affiliate |
| Genworth
MI Canada |
Publicly
Traded Affiliate |
| Graftech
International LTD |
Publicly
Traded Affiliate |
| Infinera
Corp |
Publicly
Traded Affiliate |
| Inter
Pipeline Ltd |
Publicly
Traded Affiliate |
| MagnaChip
Semiconductor Corp |
Publicly
Traded Affiliate |
| Multiplex
SITES Trust |
Publicly
Traded Affiliate |
| Neo
Performance Materials Inc |
Publicly
Traded Affiliate |
| NMI
Holdings Inc |
Publicly
Traded Affiliate |
| Norbord
Inc. |
Publicly
Traded Affiliate |
| North
American Palladium Ltd |
Publicly
Traded Affiliate |
| Oi
SA |
Publicly
Traded Affiliate |
| Partners
Value Split Corp. |
Publicly
Traded Affiliate |
| RDL
Realisation PLC |
Publicly
Traded Affiliate |
| Star
Bulk Carriers Corp |
Publicly
Traded Affiliate |
| SunOpta
Inc |
Publicly
Traded Affiliate |
| Super
Micro Computer Inc |
Publicly
Traded Affiliate |
| Terraform
Power Inc. |
Publicly
Traded Affiliate |
| Tervita
Corp |
Publicly
Traded Affiliate |
| TORM
PLC |
Publicly
Traded Affiliate |
| Townsquare
Media Inc |
Publicly
Traded Affiliate |
| Transalta
Corp |
Publicly
Traded Affiliate |
| Trisura
Group LTD |
Publicly
Traded Affiliate |
| UCP
Inc |
Publicly
Traded Affiliate |
| Vistra
Energy |
Publicly
Traded Affiliate |
| Weatherford
International PLC |
Publicly
Traded Affiliate |
| Brookfield
Global Listed Infrastructure Income Fund Inc. |
US
Closed-End Fund |
| Brookfield
Real Assets Income Fund |
US
Closed-End Fund |
| Center
Coast Brookfield MLP & Energy Infrastructure Fund |
US
Closed-End Fund |
| Versus
Capital Real Assets Fund LLC |
US
Interval Fund |
| BROOKFIELD PERSONAL TRADING POLICY 17 |
| Brookfield
Global Listed Infrastructure Fund |
US
Open-End Fund |
| Brookfield
Global Listed Real Estate Fund |
US
Open-End Fund |
| Brookfield
Real Assets Securities Fund |
US
Open-End Fund |
| Brookfield
U.S. Listed Real Estate Fund |
US
Open-End Fund |
| Center
Coast Brookfield Energy Infrastructure Fund |
US
Open-End Fund |
| Center
Coast Brookfield MLP Focus Fund |
US
Open-End Fund |
| Northern
Trust Investments, Multi Manager Global Real Estate Fund |
US
Open-End Fund |
| UBS
PACE Global Real Estate Securities |
US
Open-End Fund |
| Brookfield
Global Listed Infrastructure Master Fund LP |
Private
Funds |
| Wells
Street Offshore, Ltd |
Private
Funds |
| Wells
Street Global Partners, LP |
Private
Funds |
| ·
Wells Street Partners, LLC (Feeder Fund into Wells St. Global Partners) |
Private
Funds |
| ·
Wells Street Partners
II, LP (Feeder Fund into Wells St. Global Partners) |
Private
Funds |
| Brookfield
Global Listed Infrastructure Canadian Pooled Fund |
Private
Funds |
| Brookfield
Real Assets Hybrid Fund |
Private
Funds |
| Center
Coast Brookfield Capital Partners, LP |
Private
Funds |
| Brookfield
Real Assets Hybrid Access Trust (Canada) |
Private
Funds |
| Brookfield
Private Advisors LLC |
Affiliated
Brokers |
| BFIN
SECURITIES US LLC |
Affiliated
Brokers |
| BFIN
SECURITIES LP |
Affiliated
Brokers |
| BFIN
PRIVATE ADVISORS LP |
Affiliated
Brokers |
| Quasar
Distributors LLC |
Affiliated
Brokers |
| Brookfield
Investment Management (Canada) Inc. |
Affiliated
Brokers |
| Brookfield
Public Securities Group (UK) Ltd. |
Affiliated
Brokers |
| Crystal
River Capital Inc. |
Affiliated
Brokers |
| BROOKFIELD PERSONAL TRADING POLICY 18 |
Appendix C
INSIDER REPORTING
GUIDELINES
Reporting Insiders
Under
the insider reporting rules, reporting insiders of a reporting issuer (“Reporting Insiders”) must file insider reports
upon becoming a Reporting Insider and upon any change in their holdings of securities of the reporting issuer. In general, these reporting
requirements are intended to apply to persons who both (i) receive or have access, in the ordinary course, to material undisclosed information
about the reporting issuer and (ii) have the ability to exercise, directly or indirectly, significant power or influence over the business,
operations, capital or development of the reporting issuer. This would generally include the boards of directors of our public entities
and their CEO, CFO, Chief Operating Officer, Managing Partners, Managing Directors and others with similar levels of authority. The Company’s
internal legal counsel or the internal legal counsel for a publicly-traded controlled affiliate, as applicable, maintains a list of all
individuals who are considered Reporting Insiders.
Insider Reporting
A
person who becomes a Reporting Insider must file an insider report within 10 calendar days (or shorter period if prescribed by the regulations)
of becoming a Reporting Insider. In addition, a Reporting Insider must also file an insider report when there is any change in their
holdings of securities of the reporting issuer within five calendar days (or shorter period if prescribed by the regulations) of the
change.
In
the insider report, a Reporting Insider must report not only their direct holdings of securities of the reporting issuer, but any indirect
beneficial ownership of securities, as well as securities of reporting issuer over which they exercise control or direction. Under the
insider reporting rules, beneficial ownership passes on the day of the trade, not the day of settlement. An insider report must include
not only all publicly-traded securities of the issuer held by the Reporting Insider, whether they be voting or non-voting, debt, equity
and trust units, but also related financial instruments which include the grant, exercise or expiry of any options and deferred or restricted
share units related to these securities.
Insider
reports should be filed electronically through the System for Electronic Disclosure (SEDI). The consequences for failure to file in a
timely manner or filing a report that contains information that is materially misleading may include late filing fees; the Reporting
Insider being identified as a late filer on a public database of late filers maintained by certain securities regulators; the issuance
of a cease trade order that prohibits the Reporting Insider from trading in securities of the applicable reporting issuer or any reporting
issuer until a specified period of time has elapsed or enforcement proceedings.
It
is the personal responsibility of each Reporting Insider to ensure that the required insider reports are filed in a timely fashion. The
Company’s internal legal counsel can assist you with the filing of these reports.
All
Managing Partners, Managing Directors, and others with similar levels of authority of Brookfield are required to report to Brookfield’s
internal legal counsel any trades of Brookfield Securities within two (2) business days so that appropriate insider reports can be filed.
Appendix D REPORTABLE
ACCOUNTS
A
“Reportable Account” is an account over which the Access Person has investment discretion, influence or control, and in which
the Access Person may benefit from profits in the account, other than:
| · | Any
account in which transactions are effected only pursuant to an automatic investment plan; |
| BROOKFIELD PERSONAL TRADING POLICY 19 |
| · | Any
account which holds only bank certificates of deposit, bankers’ acceptances, commercial
paper, direct obligations of the Government of the United States, money market funds, and
open end mutual funds (not managed by the Company or any affiliate of the Company). |
| · | Accounts
managed by a professional third party financial advisor who has full discretion over investment
decisions and for which you do not provide any trading instructions; |
| · | A
blind trust in which you are a beneficiary but for which you do not receive any reporting
and have no knowledge regarding the investments in the account; |
Reportable
Accounts, as defined above, may include:
| · | Personal
brokerage accounts (including, but not limited to: individual and joint accounts, 401(k)s,
RSPs, IRAs, UGMAs, RESPs, TFSAs, LIRAs, Keogh Plans, trusts, family limited partnerships,
guardianship or conservatorships accounts); |
| · | Accounts
of Family Members living in the same dwelling as you; |
| · | Investment
club accounts; |
| · | Accounts
for business interests outside of the Company; |
| · | Accounts
for which you are a trustee or for which you have discretionary authority; and |
| · | Employer
sponsored retirement accounts if they are self-directed or if they hold securities other
than open-end mutual funds (i.e., profit sharing and 401(k)s). This includes the Company’s
401(k) plan. |
Reportable
Accounts, as defined above, do not include:
| · | Accounts
in which you are permitted to hold only open-end mutual funds (i.e. accounts held directly
with a mutual fund Company) (Mutual Fund Only Accounts); and |
| · | Insurance
products only if the underlying investment options are solely mutual funds or exchange-traded
funds. |
| · | Accounts
in which you are only permitted to hold units and/or securities of a 529 Plan, the underlying
investments of which are not managed and/or advised by BAM or any BAM Affiliate, including
PSG. |
Please
contact a representative of the PSG Compliance Department with any question(s) related to the legal and/or reporting status of any account
directly or indirectly related to you or a family member.
| BROOKFIELD PERSONAL TRADING POLICY 20 |
Appendix
E
WRAPPER TO THE PERSONAL TRADING
POLICY
BROOKFIELD
GLOBAL LISTED INFRASTRUCTURE INCOME FUND INC. (“INF”)
BROOKFIELD REAL ASSETS INCOME FUND INC. (“RA”)
CENTER COAST BROOKFIELD MLP & ENERGY INFRASTRUCTURE FUND (“CEN”)
(collectively, “CEF”) and
BROOKFIELD INVESTMENT FUNDS
and
its separate series:
Brookfield Global Listed Infrastructure Fund
Brookfield Global Listed Real Estate Fund
Brookfield U.S. Listed Real Estate Fund
Brookfield Real Assets Securities Fund
Brookfield Real Assets Debt Fund
Center Coast Brookfield Energy Infrastructure Fund
Center Coast Brookfield Midstream Focus Fund
(collectively, “OEF”, and together with CEF, the “Funds”)
The
Board of Directors/Trustees of each Fund hereby adopts the Personal Trading Policy (the “Policy”) of Brookfield
Public Securities Group LLC (the “Adviser”), in addition to the
following changes (the “Wrapper”):
| I. | Quarterly
Reporting Requirements |
| (a) | Independent
Directors/Trustees are to submit a Quarterly Transaction Report to the Funds’ CCO of
any personal transaction in a security that, at the time of the personal transaction, such
Independent Director/Trustee in his / her official capacity is aware that the
Funds are to purchase or sell, or was aware that the Funds have purchased or sold, the same
security within 15 days before and after such Independent Director/Trustee’s personal
transaction (the “Covered Transactions”). |
| (b) | The
Quarterly Transaction Report shall include any transaction effected by the Independent Directors/Trustees’
in their personal brokerage accounts and in brokerage accounts of their immediate family
or household. |
| (c) | The
Quarterly Transaction Report shall not include brokerage or other accounts where the
Independent Directors/Trustees have no direct or indirect influence or control. |
| (d) | Should
the Independent Directors/Trustees have no Covered Transactions to report, s/he shall report
such on the Quarterly Transaction Report or other comparable means or medium (including email
certification). |
| (e) | The
form Quarterly Transaction Report is hereby attached as Exhibit A. |
| BROOKFIELD PERSONAL TRADING POLICY 21 |
| (f) | In
addition to the Independent Directors/Trustees of the Funds, the Funds’ Chief Compliance
Officer (“CCO”) may from time to time identify other persons who shall have the
duty to report their personal transactions pursuant to the Wrapper (e.g. other Access
Persons). |
| II. | Prohibition
on Purchasing Brookfield Securities |
To seek to ensure
the independence of Independent Directors/Trustees under the Investment Company Act of 1940, Independent Directors/Trustees shall be
prohibited from purchasing Brookfield Securities.
| III. | Pre-Clearance
Requirements |
| (a) | Independent
Directors/Trustees must pre-clear with the Funds’ CCO any personal transaction in the
Funds prior to acquiring or disposing of beneficial ownership in the Funds by submitting
a preclearance request form attached hereto in Exhibit B; |
| (b) | Such purchase
or sale has been approved by the CCO or his designee; |
| (c) | The approved
transaction is completed on the same or next business day approval is received; and |
| (d) | The CCO
or his designee has not rescinded such approval prior to execution of the transaction. |
| IV. | Administration
of the Policy and Wrapper |
| (a) | The
Funds shall use reasonable due diligence and shall institute procedures reasonably necessary
to prevent violations of the Policy and the Wrapper. |
| (b) | At
least annually, the Funds’ CCO shall furnish a report for the Boards of Directors/
Trustees’ consideration which: |
| o | Describes
any issues arising under the Policy, under the Wrapper or under the procedures implemented
hereunder, which may include material violations and the relevant sanctions imposed; and |
| o | Certifies
to the Boards of Directors/Trustees that the Funds have adopted procedures reasonably necessary
to prevent violations of the Policy and the Wrapper. |
Sanctions,
if any, are to be imposed on an Independent Director/Trustee upon a resolution by a majority of the of such Fund’s Board of Directors/Trustees.
| VI. | CEF
Reporting - Form 3, 4 and 5 |
| (a) | A
director, trustee or officer (collectively “Insider”) of the closed-end funds (CEFs) managed by the Adviser that is
registering a closed-end fund for the first time under Section 12 of the Securities Exchange Act of 1934 must file a Form 3 no later
than the effective date of the registration statement. If the closed-end fund managed by the Adviser is already registered under Section
12, the Insider must file a Form 3 within ten days of becoming an Insider. |
| BROOKFIELD PERSONAL TRADING POLICY 22 |
| (b) | If an
Insider buys or sells shares of the closed-end funds managed by the Adviser, the change of
ownership is reported on Form 4 and must be reported to the SEC within two business days. |
| | | |
| (c) | If an
Insider transaction was not reported on Form 4 or an Insider transaction was eligible for
deferred reporting, a Form 5 shall be filed. If applicable, the Form 5 must be filed within
45 days after the end of the Fund’s fiscal year. |
| | | |
| (d) | The Chief
Compliance Officer or his designee shall complete the Form 3, 4 and 5 filings on behalf of
the Insider via the SEC Edgar system unless otherwise instructed by the Insider. |
| BROOKFIELD PERSONAL TRADING POLICY 23 |
Exhibit A
QUARTERLY REPORT
OF SECURITIES TRANSACTIONS IN BROOKFIELD FUNDS
For the quarter
ended ________
¨ I
have securities transactions in Brookfield Funds to report for the quarter and they are listed as follows (to report additional transactions,
please attach additional pages, as needed). This report will not be construed as an admission that I have any direct or indirect beneficial
ownership in the Covered Securities or in shares of the Fund to which this report relates.
| DATE | SHARES/
AMOUNT | SECURITY* |
INTEREST
RATE/
MATURITY DATE
(IF APPLICABLE) |
PRICE |
BUY |
SELL |
NAME
OF
BROKER OR
BANK USED |
| | | |
|
|
|
|
|
| | | |
|
|
|
|
|
| | | |
|
|
|
|
|
| | | |
|
|
|
|
|
| | | |
|
|
|
|
|
| | | |
|
|
|
|
|
| | | |
|
|
|
|
|
*Please
list the full name of the security as well as the ticker symbol or CUSIP number.
Notes
Directions:
| 1. | Include
all transactions during the calendar quarter set forth above in “Covered Securities”
and in shares of the Fund in which you (or a member of your immediate family/household) have
“Beneficial Ownership.”6 |
| 2. | Report
all transactions for all accounts except with respect to accounts over which you have
no direct or indirect influence or control. You are also not required to report transactions
effected pursuant to an “Automatic Investment Plan” as defined in the Code. |
| 3. | A report
on this form is required within 30 calendar days after the end of each quarter. |
| 6 | Beneficial
Ownership shall be interpreted subject to the provisions of Rule 16a-1(a) (exclusive of Section
(a)(1) of such Rule) under the Securities Exchange Act of 1934. |
| BROOKFIELD PERSONAL TRADING POLICY 24 |
| Signature: | |
| | |
| Name (Please Print): | |
| | |
| Date submitted: | |
Versions
| 2020-06 Created Personal Trading Summary document with references to Blind Trusts. Copied this Personal Trading Policy from Code of Ethics so the Policy could be distributed with Summary as an educational reminder. |
2020-07
Updated Appendix B – Affiliates with 5% or more ownership. Removed references to “Senior Managing Partners” because
that role is no longer in use.
| BROOKFIELD PERSONAL TRADING POLICY 25 |
Exhibit (r)(2)
personal
investment transactions policy
I. INTRODUCTION
The Personal Investment Transactions
Policy (referred to herein as the “Policy”) has been adopted pursuant to the Investment Company Act of 1940, as amended,
and the Investment Advisers Act of 1940, as amended. The Policy applies to all staff subject to the Code of Ethics or Code of Conduct
(collectively, the “Code”) herein referred to as Access Persons of Oaktree. Defined terms used throughout this Policy are
maintained in the Code Definitions document on Oaktree Central.
Conflicts of Interest
This Policy governs your personal investments
in Securities as well as those of your Related Persons. All personal transactions in Securities, even Exempt Securities, are subject
to the Insider Trading Policy. Laws and ethical standards, including the insider trading laws described in Oaktree Codes, impose duties
on Oaktree and its Access Persons to avoid conflicts of interest between personal transactions and the investment transactions Oaktree
makes on behalf of clients or any abuse of your position of trust or responsibility. Investments in non-Securities (e.g., personal purchase
of land or multi-family property, not in an LLC or investment vehicle) may also pose a conflict of interest.
If you (i) act as executor, trustee,
guardian, conservator, general partner or other fiduciary, or act in any capacity that has fiduciary or money management responsibilities
or obligations which involve selecting, recommending or approving investments in Securities and (ii) have sole or overriding control
or authority with respect to such decisions (i.e., you act as the executor of an estate for which you make investment decisions, have
trading authority over a family member’s account), then any Securities transactions made in such capacity will be subject to the
trading restrictions set forth herein. Access Persons subject to the Code of Ethics should review the restrictions on your ability to
act as a fiduciary outside of your employment with Oaktree, which are set forth under the Outside Activities Policy.
The below outlined requirements are
designed to reduce the possibilities for conflicts of interest and/or appearances of impropriety, while at the same time preserve reasonable
flexibility and privacy. Note that your personal trading activity is shared with your manager and/or Oaktree management.
II. TRADING POLICIES AND REQUIREMENTS
BASED ON SECURITY TYPE
Preclearance Procedures
Unless otherwise indicated in this Policy,
preclearance is required if an Access Person or his or her Related Persons has, or as a result of the transaction acquires or disposes
of, any direct or indirect Beneficial Ownership in the Security. Before taking any voluntary action with regards to a security, you should
be aware of the Code requirements for that security type. The security types referenced herein are non-exhaustive and you should reach
out to an Approving Officer with any questions.
Requests should be submitted within
Oaktree’s automated personal trading system. You must wait until you receive preclearance through the system or directly from
an Approving Officer before entering your order. Preclearance for transactions in publicly traded Securities, if granted, will
be valid for the business day on which you receive it, plus the following business day. Approval for transactions in private placements,
if granted, will be valid until the closing of the transaction. If the transaction is not completed within the approval window, you must
obtain a new preclearance. Good-Til-Cancel (GTC) orders, or other order types that remain outstanding beyond the approval window, are
not permitted. Post-approval of a transaction requiring preclearance is not permitted. An Approving Officer has the right to
withdraw previously approved requests prior to the close of the approval window. Oaktree does not make a determination of the suitability
of the investment.
personal
investment transactions policy
Trading & Disclosure Requirements
Based on Security Type
Not subject to policy requirements
The following Securities and any
associated transactions are exempt from the preclearance, Holding Period and disclosure requirements (“Exempt
Securities”):
| (b) | Direct
debt obligations of the U.S. Government (i.e., treasury securities); |
| (c) | Bank
certificates of deposit; |
| (f) | High-quality,
short-term debt obligations, including repurchase agreements; |
| (h) | Open-end
mutual funds, except Public Oaktree Funds; |
| (i) | Undertakings
for Collective Investments in Transferable Securities (UCITS) funds, except i) funds which
are Basket Instruments; or ii) funds which are Public Oaktree Funds; |
| (j) | Open-end
investment companies which are not registered under the Investment Company Act of 1940, as
amended, or designated as UCITS funds and meet the Three Prong Test; |
| (k) | Unit
investment trusts invested exclusively in open-end mutual funds, except Public Oaktree Funds;
and |
| (l) | Interests
in private funds offered by or through Oaktree. |
| (m) | Cryptocurrency
transactions in the secondary market, purchases in the Metaverse and NFTs. Please refer to
page 3 for cryptocurrency transactions that may require pre-approval. |
Subject only to disclosure
requirements
As the likelihood of a conflict of interest
with any of Oaktree’s investment activities is considered low, the following Securities, including derivatives thereof, and any
associated transactions are exempt from the preclearance and Holding Period, but not the disclosure requirements:
| a) | Basket
Instruments (i.e., ETFs); |
| b) | U.S.
municipal bonds, excluding bonds issued by U.S. territories (i.e., Puerto Rico, American
Samoa, Guam, the Northern Mariana Islands, and the U.S. Virgin Islands); |
| c) | U.S.
government agency debt obligations; |
| d) | Debt
obligations (i.e., sovereign state and provincial (municipal) debt) issued by G7 governments,
excluding those issued by the U.S. government; |
| e) | Non-U.S.
government savings bonds; |
| f) | Auction-rate
money market instruments; |
| g) | Open-end
investment companies which are not registered under the Investment Company Act of 1940, as
amended, are not designated as a UCITS fund, and do not meet the Three Prong Test; |
| h) | Futures,
options and other derivative instruments on currency (e.g., foreign exchange (FX) derivatives
and cryptocurrency derivatives); |
| i) | Futures,
options and other derivative instruments on non-financial commodities (e.g., pork belly contracts); |
| k) | Involuntary
transactions (i.e., assignment of an option position or exercise of an option at expiration,
mandatory tender offers); |
| l) | Purchases
through the reinvestment of dividends in an automatic dividend reinvestment plan (but not
the investment of additional amounts under such plans); |
| m) | Purchases
effected through automatic investment plans (i.e., direct purchase plans); and |
| n) | Purchases
effected upon the exercise of rights issued by the issuer pro rata to all holders of a class
of its Securities (Note: the requirements of voluntary exercise of a right depend on the
security type). |
Subject to preclearance, disclosure
and 60-day holding period requirements
All other Securities,
including derivatives thereof, and any associated transactions not otherwise mentioned above are subject to preclearance, 60 calendar
day Holding Period and disclosure requirements. This includes but is not limited to:
| a) | Common
stock and preferred stock; |
| c) | Debt
obligations of non-G7 governments; |
personal
investment transactions policy
| f) | Public
Oaktree Funds; and |
| g) | Unit
investment trusts that are invested exclusively in shares of Public Oaktree Funds. |
Trading Restrictions
Violation of these restrictions may
require reversal of the transaction and/or any resulting profits being subject to disgorgement at the discretion of an Approving Officer.
No Access Person or his or her
Related Persons may:
| · | Participate
in an initial public offering or in a public offering of a new issue, other than a pre-approved
special-purpose acquisition company (SPAC) brought to the market. Exempt Securities as listed
above, are not subject to this restriction. |
| · | Trade,
directly or indirectly, any Security of an issuer that is on an applicable restricted securities
list, unless such transaction is subject to an exemption and is pre-approved by an Approving
Officer. |
| · | Enter
into a short sale transaction or any transaction that has the same economic effect (e.g.,
short common stock, purchase a put option or sell a naked call option) on any Security of
an issuer for which a position is held long in an Oaktree client account. |
| · | Purchase
and sell, or sell and purchase, the same Security within 60 calendar days. The 60 calendar
day Holding Period applies to all Security types that are subject to preclearance requirements. |
| (i) | You
must hold your position for a minimum of 60 calendar days without any opposing activity;
the trade date does not count as day one. The Last In, First Out method is used and is applied
at the Security level across all accounts. For example, you may not: i) buy and then sell
the same Security within 60 calendar days or sell and then buy the same Security within 60
calendar days; or ii) enter into a short sale and then place a buy-to-cover trade for the
same Security within 60 calendar days. |
| (ii) | When
opening or building an option position, the expiration date must be greater than 60 calendar
days from the date purchased or sold. |
| (iii) | Exceptions
may be granted on a case-by-case basis in writing or communicated more broadly by an Approving
Officer in the event of a significant market disruption or downturn. If an exception is granted,
at the discretion of an Approving Officer, any resulting profits may need to be disgorged. |
| · | Trade
Securities offered in a private placement (other than those offered by or through Oaktree)
except with the prior approval of their department or investment strategy head, and an Approving
Officer. |
| (i) | The
pre-approval requirement for private placements includes, but is not limited to, i) hedge
funds, private equity funds, or funds of funds seeking to raise capital for investment purposes,
equity crowdfunding, initial coin offerings (ICOs), token launches, and cryptocurrency crowd
sales; ii) limited liability companies, limited partnerships or other types of private legal
entities looking to raise capital; and iii) other assets that have characteristics of a security
(ownership/shares of profits in an entity/venture). Personal investments in a friend’s
business venture or start-up, in a limited partnership formed to purchase real estate and
all crowdfunding opportunities are also examples of private placements. |
| (ii) | An
Approving Officer will take into consideration, among other factors, whether the investment
opportunity the Access Person has been offered should be reserved for the benefit of Oaktree’s
clients. |
| · | Participate
in Spread Betting on Securities, indices, interest rates, currencies or commodities. |
| · | Transact
in Contracts for Differences |
No Investment Professional or
his or her Related Persons may:
| · | Purchase,
sell or sell short any Security that is subject to disclosure requirements, other than Basket
Instruments, for a period of 15 business days before and 15 business days after
any related Security (i.e., equity to equity, equity to convertible bond) is
traded on behalf of any Oaktree client account for which such Investment Professional’s
department is involved in the investment decision-making process. If you wish to trade
a Security of an issuer that is followed by your department, other than Basket Instruments,
in addition to an Approving Officer approval, you must obtain approval from your department
head. |
personal
investment transactions policy
| · | Profit from the purchase
and sale, or sale and purchase, of the same Security within 60 calendar days if the Investment Professional provides investment advice
to open-end investment companies registered under the Investment Company Act of 1940, as amended (i.e., open-end mutual funds and exchange
traded funds). The Securities subject to this prohibition are those Securities and related Securities owned or that might reasonably
be considered as potential or eligible investments by such fund (including underlying equity Securities and Basket Instruments) (i.e.,
equity to equity, equity to convertible bond, corporate bond to corporate bond). The foregoing also applies to short sale transactions. |
III. ADDITIONAL TRADING REQUIREMENTS
Designated Broker Requirement
All Access Persons and their Related
Persons must maintain their brokerage accounts with a Designated Broker, including retirement (e.g., IRA) accounts, unless an exception
has been granted by an Approving Officer. Oaktree Compliance approved managed accounts do not need to be maintained with a Designated
Broker. All new Access Persons or Related Persons will have specific timeframes during which to close or transfer their brokerage accounts
to a Designated Broker. Additionally, if you are a FINRA Registered Representative you are subject to pre-approval requirements in connection
with opening new brokerage accounts.
If an exception to the Designated Broker
requirements is granted by an Approving Officer, Oaktree personnel must ensure that their broker provides Oaktree Compliance with account
statements no less frequently than a quarterly basis, provided that this is compliant with local regulations and laws. The account statements
must state the name in which the account(s) is held and the account number(s). Oaktree personnel may be required to upload the account
statements to ComplySci. Failure to comply may result in the requirement to close the account.
The Compliance department will request
that brokerage firms add Oaktree as an interested party to all accounts, and Oaktree may receive account correspondence such as trade
confirmations and statements.
Other types of financial accounts such
as checking and savings accounts, mutual fund only and cryptocurrency wallets are not reportable and must only be disclosed if they could
hold Securities subject to reporting requirements.
Exceptions to the Designated Broker
Requirement are granted on the condition that Access Persons and their Related Persons abide by all Code requirements and upload statements
in a timely fashion. Oaktree reserves the right to revoke such exceptions at any time.
Security Gifting
Requirements
The gifting of a Security by you or
your Related Persons (including any donation of a Security to a charitable or non-profit organization) is considered a sale transaction
for purposes of this Policy. Depending on the Security type you or your Related Person wishes to gift, the transaction may be subject
to pre-clearance, disclosure and/or Holding Period requirements. If you receive approval you may only send the instructions to your broker
to gift the Security during the approved trading window period. Once a Security that is subject to disclosure requirements is transferred,
you should email Compliance to ensure the gifting transaction is properly recorded.
You and your Related Persons do not
need to pre-clear the receipt of a gifted Security so long as: i) the giver is not a current or prospective client or a provider of
goods or services to Oaktree and does not otherwise have dealings with Oaktree and ii) the gifted Security was selected at the full
discretion of the giver and not at your request or direction or that of a Related Person. However, if you or your Related Person
selects the Security to be received as a gift, the transaction is subject to the standard personal trading requirements for a
purchase of the Security type. As soon as possible after you or your Related Person receives a gifted Security subject to the
disclosure requirements, you must contact Compliance so that the Security may be appropriately recorded.
personal
investment transactions policy
Managed Accounts
Transactions and holdings in an account
over which the Access Person or his or her Related Person has no direct or indirect influence or control (e.g., those done through a
managed account or blind trust) are considered Exempt Securities, if an Oaktree managed account agreement has been completed and compliance
has approved. In addition, you must complete annual managed account certifications and are responsible for alerting compliance to any
changes in the status of your managed account or change in the relationship with your financial advisor
Investment Savings Plans
Investment savings plans or schemes
(e.g., corporate pension and retirement plans and schemes, educational savings plans/529s, governmental retirement plans) vary. In order
to determine the Policy requirements, you must first determine whether you or your Related Persons have control/discretion over the investments
held by the plan or scheme. If there is no control/discretion, then the plan or scheme is not subject to disclosure (including 529 plans
held in brokerage institutions). If there is control/discretion regarding the selection of the investments and the available investment
options include Security types other than Exempt Securities, then the preclearance, Holding Period and disclosure requirements apply.
Reviewing Transactions
Compliance reviews preclearance requests
and performs reconciliations between such approvals and the broker confirmations/statements. No Approving Officer shall be responsible
for reviewing and reconciling his or her own personal trading activity. For the avoidance of doubt, Approving Officers are not authorized
to grant preclearance for his or her requests or those of his or her Related Persons.
IV. EXEMPTIVE RELIEF
In addition to the Exemptive Relief
considerations outlined elsewhere in the Code, under appropriate circumstances, an Approving Officer may authorize a personal transaction
involving a Security subject to actual or prospective purchase or sale for Oaktree’s clients, where the personal transaction would
be very unlikely to affect the market for such Security, where the Oaktree Access Person is not in possession of MNPI, or if the Approving
Officer believes that the transaction does not represent a conflict of interest, involve the misuse of inside information or convey the
appearance of impropriety.
V. ADDITIONAL
REPORTING REQUIREMENTS
Access Persons must complete initial,
quarterly and annual disclosures/certifications even if such Access Person and their Related Persons have no reportable accounts,
holdings or transactions in Securities during the period covered by the certification. You are charged with the responsibility for
making sure your disclosures/certifications are accurate and timely. Any effort by the Compliance department to facilitate this process
does not change or alter this responsibility.
It may be possible for Access Persons
to exclude accounts held by a Related Person if the Access Person does not have any direct or indirect influence or control over the
accounts, or if the Access Person does not have any Beneficial Ownership over the Related Persons account, or if the Access Person does
not act as executor, trustee, guardian, conservator, general partner or other fiduciary over the Related Persons account. Access Persons
must receive approval from an Approving Officer to allow for this exclusion.
Reach out to an Approving Officer promptly
if your reporting obligations have changed for a Related Person (e.g., divorce, child is no longer a minor, you now have power of attorney
over an account, inheritance).
personal
investment transactions policy
Initial Reports
All Access Persons must complete an
Initial Holdings Report within 10 calendar days of the commencement of employment or engagement. The Initial Holdings Report must
include details of all Securities positions subject to the disclosure requirements held by the Access Person or Related Persons and
must be based on information that is current as of a date not more than 45 days prior to the date such person became an Access
Person. All Access Persons must also complete the Initial List of Personal Brokerage Accounts form ensure that all brokerage
accounts for yourself and those of your Related Persons are included on the form, including any managed account or blind trust.
After completing the Initial List of Personal Brokerage Accounts form, the submission of subsequent changes to brokerage account
information should be conducted via ComplySci.
Quarterly Obligations
All Access Persons must complete quarterly
Accounts and Transactions Only certifications in ComplySci by no later than the 30th day of January, April, July and October.
You will be certifying that Compliance has an accurate record of all transactions in your Accounts during the quarter, other than those
that are not subject to the disclosure requirements and Securities purchased through automatic dividend reinvestment plans as these transactions
and resulting positions are reconciled annually as part of the annual certification process.
In addition to the personal investment
transaction reporting component of the certification, every Access Person must ensure that Compliance has an accurate inventory of all
personal brokerage accounts, including those of their Related Persons. It is the Access Person’s responsibility to add relevant
brokerage account information within ComplySci If an account has been closed, the Access Person must contact the Compliance department
who will, after obtaining appropriate supporting documentation, reflect the account as closed within ComplySci.
Annual Reports
All Access Persons must also complete
an annual Accounts, Holdings and Transactions certification due by no later than the 30th day of January using
Oaktree’s automated personal trading system. In addition to the information included under the quarterly certification, this annual
certification must include all Securities positions subject to the disclosure requirements held by you and your Related Persons
and such information must be based on such positions no later than 45 days preceding the filing date of the report.
personal
investment transactions policy
| Version Date |
Summary of Action |
Approver |
| 11/17/2022 |
Periodic Review - no material changes made. Investment professional black-out period extended from five to 15 business days. Managed accounts may be held with non-designated broker. |
Adam Himmelberger, vice president |
| 8/16/23 |
Clarified approved managed accounts do not require statements |
Adam Himmelberger, vice president |
| 10/18/23 |
Replaced reference to “firm-wide restricted list” with language reflecting move to permanent information wall silo restricted lists. |
Adam
Himmelberger, vice president |
Exhibit (s)
Calculation of Filing Fee Tables
Form N-2
(Form Type)
Brookfield Real Assets Income Fund Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward
Securities
| |
Security
Type |
Security
Class Title |
Fee
Calculation
or Carry
Forward
Rule |
Amount
Registered |
Proposed
Maximum
Offering
Price Per
Unit |
Maximum
Aggregate
Offering
Price(1) |
Fee
Rate |
Amount of
Registration
Fee |
Carry
Forward
Form
Type |
Carry
Forward
File
Number |
Carry
Forward
Initial
effective
date |
Filing Fee
Previously
Paid In
Connection
with
Unsold
Securities
to be
Carried
Forward |
| |
Newly Registered Securities |
| |
Equity |
Common Stock, par value $0.001 per share(2) |
|
|
|
|
|
|
|
|
|
|
| |
Equity |
Preferred Stock, par value $0.001(2) |
|
|
|
|
|
|
|
|
|
|
| |
Other |
Subscription Rights(3) |
|
|
|
|
|
|
|
|
|
|
| Fees to Be Paid |
Unallocated (Universal) Shelf |
Unallocated (Universal) Shelf |
Rule 457(o) |
|
|
$243,793,746 |
0.00014760 |
35,983.96 |
|
|
|
|
| Fees Previously Paid |
Unallocated (Universal) Shelf |
Unallocated (Universal) Shelf |
Rule 457(o) |
|
|
|
|
|
|
|
|
|
| |
Carry Forward Securities |
| Carry
Forward Securities |
Unallocated (Universal) Shelf |
Unallocated (Universal) Shelf |
Rule 415(a)(6)(4) |
|
|
156,206,254(4) |
0.00010910 |
$17,042.10 |
N-2 |
333-251492 |
April 21, 2021 |
$17,042.10 |
| |
Total Offering Amounts |
|
$400,000,000(5) |
|
$53,026.06 |
|
|
|
|
| |
Total Fees Previously Paid |
|
|
|
$17,042.10 |
|
|
|
|
| |
Total Fee Offsets |
|
|
|
— |
|
|
|
|
| |
Net Fee Due |
|
|
|
$35,983.96 |
|
|
|
|
| (1) |
Estimated solely for purposes of calculating the registration fee, pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”). The proposed maximum offering price per security will be determined, from time to time, by the Registrant in connection with the sale by the Registrant of the securities registered under this registration statement. |
| (2) |
Subject to Note 5 below, there is being registered hereunder an indeterminate number of shares of common stock or preferred stock, as may be sold from time to time. |
| (3) |
Subject to Note 5 below, there is being registered hereunder an indeterminate number of subscription rights, as may be sold from time to time, representing rights to purchase common stock or preferred stock, as the case may be. |
| (4) |
Pursuant to Rule 415(a)(6) under the Securities Act, the Registrant is carrying forward $156,206,254 aggregate principal offering price of unsold securities (the “Unsold Securities”) that were previously registered for sale under a Registration Statement on Form N-2 (File No. 333-251492) initially filed on December 18, 2020, as amended on April 20, 2021, and declared effective on April 21, 2021 (the “Prior Registration Statement”). The Registrant previously paid filing fees in the aggregate of $43,640 relating to the securities registered on the Prior Registration Statement. Pursuant to Rule 415(a)(6) under the Securities Act, the filing fees previously paid with respect to the Unsold Securities will continue to be applied to such Unsold Securities. Pursuant to Rule 415(a)(6) under the Securities Act, the offering of Unsold Securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement. |
| (5) |
In no event will the aggregate offering price of all securities issued from time to time pursuant to this registration statement exceed $400,000,000. |
Exhibit (t)(1)
Filed Pursuant to Rule 424(b)
Registration Statement No. 333-[•]
FORM PROSPECTUS SUPPLEMENT
(To Prospectus Dated [•])
Brookfield Real Assets Income Fund Inc.
Common Shares
Brookfield Real Assets Income Fund Inc. (the “Fund,”
“we,” “us,” or “our”) has entered into a distribution agreement dated [•] (the “Distribution
Agreement”), with [•] (the “Distributor”), relating to the Fund’s common shares of stock, par value $0.001
(“Common Shares"), offered by this Prospectus Supplement and the accompanying Prospectus. The Distributor has entered into
a sub-placement agent agreement dated [•] (the “Sub-Placement Agent Agreement”), with [•] (the “Sub-Placement
Agent”), relating to the Fund's Common Shares offered by this Prospectus Supplement and the accompanying Prospectus. In accordance
with the terms of the Sub-Placement Agent Agreement, we may offer and sell up to [•] of our Common Shares from time to time through
the Sub-Placement Agent, as the sub-placement agent for the offer and sale of the Common Shares.
Under the Investment Company Act of 1940, as amended
(the “1940 Act”), the Fund may not sell any Common Shares at a price below the current net asset value of such Common Shares,
exclusive of any distributing commission or discount. The Fund is a diversified, closed-end management investment company that commenced
investment operations in December 2016. Our investment objective is to seek high total return, primarily through high current income
and secondarily, through growth of capital.
Our Common Shares are listed on the New York Stock
Exchange (the “NYSE”) and trade under the ticker symbol “RA.” The last reported sale price for our Common Shares
on [•] was $[•] per share. The net asset value of our Common Shares at the close of business on [•] was $[•] per share.
Sales of our Common Shares, if any, under this
Prospectus Supplement and the accompanying Prospectus may be made in negotiated transactions or transactions that are deemed to be “at
the market” as defined in Rule 415 under the Securities Act of 1933, as amended (the “1933 Act”), including sales
made directly on the NYSE or sales made to or through a market maker other than on an exchange.
The Distributor will be entitled to compensation
of [•]% of the gross sales price per share for any Common Shares sold under the Distribution Agreement. Out of this commission rate,
the Distributor will compensate the Sub-Placement Agent at a rate of [•]% of the gross proceeds of the sale of the Fund’s Common
Shares sold through the Sub-Placement Agent. In connection with the sale of the Common Shares on our behalf, the Distributor may be deemed
to be an “underwriter” within the meaning of the 1933 Act and the compensation of the Distributor may be deemed to be underwriting
commissions or discounts.
Investing
in our securities involves certain risks. You could lose some or all of your investment. Shares of closed-end investment companies frequently
trade at a discount to their net asset value and this may increase the risk of loss to purchasers of our securities. You should carefully
consider these risks together with all of the other information contained in this Prospectus Supplement and the accompanying Prospectus
before making a decision to purchase our securities.
Neither the Securities and Exchange Commission
(the “SEC”) nor any state securities commission has approved or disapproved these securities or determined if this Prospectus
Supplement is truthful or complete. Any representation to the contrary is a criminal offense.
You should rely only on the information contained
or incorporated by reference in this Prospectus Supplement and the accompanying Prospectus. The Fund has not authorized anyone to provide
you with different information. The Fund is not making an offer to sell these securities in any jurisdiction where the offer or sale is
not permitted. You should not assume that the information contained in this Prospectus Supplement and the accompanying Prospectus is accurate
as of any date other than the date of this Prospectus Supplement and the accompanying Prospectus, respectively. Our business, financial
condition, results of operations and prospects may have changed since those dates. In this Prospectus Supplement and in the accompanying
Prospectus, unless otherwise indicated, “Fund,” “us,” “our” and “we” refer to Brookfield
Real Assets Income Fund Inc. This Prospectus Supplement also includes trademarks owned by other persons.
As permitted by regulations adopted by the SEC,
paper copies of the Fund’s annual and semi-annual shareholder reports are no longer sent by mail, unless you specifically requested
to receive paper copies of the reports. Instead, the reports are available on the Fund’s website (https://publicsecurities.brookfield.com/en).
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 by this 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 (855) 777-8001 or by sending an
email request to the Fund at publicsecurities.enquiries@brookfield.com.
You may elect to receive all future reports in
paper free of charge. If you invest through a financial 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 (855) 777-8001 or send
an email request to the Fund at publicsecurities.enquiries@brookfield.com to let the Fund know you wish to continue receiving paper copies
of your 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 with the fund complex if you invest directly with the Fund.
Capitalized terms used herein that are not otherwise
defined shall have the meanings assigned to them in the accompanying Prospectus.
____________________________________________________________
Prospectus Supplement dated [•]
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
| About this Prospectus Supplement |
S-1 |
| Cautionary Notice Regarding Forward-Looking Statements |
S-1 |
| Incorporation by Reference |
S-1 |
| Prospectus Supplement Summary |
S-2 |
| Summary of Fund Expenses |
S-4 |
| Use of Proceeds |
S-5 |
| Capitalization |
S-5 |
| Price Range of Common Shares |
S-6 |
| Plan of Distribution |
S-7 |
| Recent Developments |
S-8 |
| Legal Matters |
S-8 |
| Available Information |
S-8 |
Prospectus
| Cautionary Notice Regarding Forward-Looking Statements |
[•] |
| Prospectus Summary |
[•] |
| Summary of Fund Expenses |
[•] |
| The Offer |
[•] |
| The Fund |
[•] |
| Use of Proceeds |
[•] |
| Description of Common Shares |
[•] |
| Investment Objective and Principal Investment Policies |
[•] |
| Risk Factors and Special Considerations |
[•] |
| Management of the Fund |
[•] |
| Dividends and Distributions |
[•] |
| Dividend Reinvestment Plan |
[•] |
| Description of Capital Structure |
[•] |
| Certain Provisions of Maryland Law and the Fund’s Charter and Bylaws |
[•] |
| Closed-End Fund Structure |
[•] |
| Repurchase of Common Shares |
[•] |
| Net Asset Value |
[•] |
| Limitation on Directors’ and Officers’ Liability |
[•] |
| Taxation |
[•] |
| Plan of Distribution |
[•] |
| Custodian, Sub-Administrator, Fund Accountant, Transfer Agent and Dividend Disbursing Agent |
[•] |
| Legal Matters |
[•] |
| Independent Registered Public Accounting Firm |
[•] |
| Additional Information |
[•] |
| Privacy Principles of the Fund |
[•] |
| Table of Contents of SAI |
[•] |
About this Prospectus Supplement
You should rely only on the information contained
or incorporated by reference in this Prospectus Supplement and the accompanying Prospectus. The Fund has not, and the underwriters have
not, authorized anyone to provide you with inconsistent information. If anyone provides you with inconsistent information, you should
not assume that the Fund or the underwriters have authorized or verified it. The Fund is not, and the underwriters are not, making an
offer of these securities in any state where the offer is not permitted. You should not assume that the information contained in this
Prospectus Supplement and the accompanying Prospectus is accurate as of any date other than the date on the front hereof or thereof. The
Fund’s business, financial condition, results of operations and prospects may have changed since those date.
This document has two parts. The first part is
this Prospectus Supplement, which describes the terms of this offering of Common Shares and also adds to and updates information contained
in the accompanying Prospectus. The second part is the accompanying Prospectus, which gives more general information and disclosure. To
the extent the information contained in this Prospectus Supplement differs from or is additional to the information contained in the accompanying
Prospectus, you should rely only on the information contained in this Prospectus Supplement. You should read this Prospectus Supplement
and the accompanying Prospectus before investing in the Common Shares.
Cautionary
Notice Regarding Forward-Looking Statements
This Prospectus Supplement, the accompanying Prospectus
and the Fund’s Statement of Additional Information (“SAI”) contain “forward-looking statements.” Forward-looking
statements can be identified by the words “may,” “will,” “intend,” “expect,” “estimate,”
“continue,” “plan,” “anticipate,” and similar terms and the negative of such terms. Such forward-looking
statements may be contained in this Prospectus Supplement as well as in the accompanying Prospectus. By their nature, all forward-looking
statements involve risks and uncertainties, and actual results could differ materially from those contemplated by the forward-looking
statements. Several factors that could materially affect our actual results are the performance of the portfolio of securities we hold,
the price at which our shares will trade in the public markets and other factors discussed in our periodic filings with the SEC. Currently
known risk factors that could cause actual results to differ materially from our expectations include, but are not limited to, the factors
described in the Fund’s Annual Report under the heading “Additional Fund Information—Risk Factors and Special Considerations,”
which is also incorporated by reference into the accompanying Prospectus. We urge you to carefully review that section for a more detailed
discussion of the risks of an investment in our securities.
Although we believe that the expectations expressed
in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in our forward-looking
statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change
and are subject to inherent risks and uncertainties, such as those disclosed in the Fund’s Annual Report under the heading “Additional
Fund Information—Risk Factors and Special Considerations,” which is also incorporated by reference in the accompanying Prospectus.
All forward-looking statements contained or incorporated by reference in this Prospectus Supplement or the accompanying Prospectus are
made as of the date of this Prospectus Supplement or the accompanying Prospectus, as the case may be. Except for our ongoing obligations
under the federal securities laws, we do not intend, and we undertake no obligation, to update any forward-looking statement. The forward-looking
statements contained in this Prospectus Supplement, the accompanying Prospectus and the SAI are excluded from the safe harbor protection
provided by section 27A of the Securities Act of 1933, as amended.
Incorporation
by Reference
This Prospectus Supplement and the accompanying
Prospectus are part of a registration statement filed with the SEC. Pursuant to the final rule and form amendments adopted by the
SEC on April 8, 2020, to implement certain provisions of the Economic Growth, Regulatory Relief, and Consumer Protection Act, the
Fund is permitted to “incorporate by reference” the information filed with the SEC, which means that the Fund can disclose
important information to you by referring you to those documents. The information incorporated by reference is considered to be part of
this Prospectus Supplement, and later information that the Fund files with the SEC will automatically update and supersede this information.
The documents listed below, and any reports and
other documents subsequently filed with the SEC pursuant to Rule 30(b)(2) under the 1940 Act and Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the termination of the offering
will be incorporated by reference into this Prospectus Supplement and deemed to be part of this Prospectus Supplement and accompanying
Prospectus from the date of the filing of such reports and documents:
| · | the Fund’s Statement of Additional Information, dated [•], filed with the accompanying Prospectus; |
| · | the Fund’s Annual Report on Form N-CSR for the fiscal period ended [•], filed with the
SEC on [•]; |
| · | the Fund’s Semi-Annual Report on Form N-CSR for the fiscal period ended [•], filed with
the SEC on [•]; |
| · | the Fund’s Proxy Statement on Schedule 14A, filed with the SEC on [•]; and |
| · | the Fund’s description of Common Shares on Form 8-A12B, filed on November 23, 2016. |
You may obtain copies of any information incorporated
by reference into this Prospectus Supplement and accompanying Prospectus at no charge, by calling 1-855-777-8001, by writing to the Fund
or visiting the Fund’s website https://publicsecurities.brookfield.com/en. In addition, the SEC maintains a website at www.sec.gov,
free of charge, that contains these reports, the Fund’s proxy and information statements, and other information relating to the
Fund.
Prospectus
Supplement Summary
This is only a summary of information contained
elsewhere in this Prospectus Supplement and the accompanying Prospectus. This summary does not contain all of the information that you
should consider before investing in the Fund’s Common Shares. You should carefully read the more detailed information contained
in this Prospectus Supplement and the accompanying Prospectus, especially the information set forth under the heading “Investment
Objective and Principal Investment Policies” and in the Fund’s Annual Report under the heading “Additional Fund Information—Risk
Factors and Special Considerations,” which is also incorporated by reference into the accompanying Prospectus. You may also request
a copy of the Fund's SAI, dated [•], which contains additional information about the Fund. Capitalized terms used herein that are
not otherwise defined shall have the meanings assigned to them in the accompanying Prospectus.
| The Fund |
The Fund is a diversified, closed-end management investment company that commenced investment operations in December 2016. The Fund’s investment objective is to seek high total return, primarily through high current income and secondarily, through growth of capital. |
| |
|
| Management of the Fund |
Brookfield Public Securities Group LLC (the “Investment
Adviser” or “PSG”) furnishes a continuous investment program for the Fund, makes the day-to-day investment decisions
for the Fund, arranges the portfolio transactions of the Fund, and generally manages the Fund’s investments in accordance with the
stated policies of the Fund, subject to the general supervision of the Fund’s Board of Directors. Pursuant to the investment advisory
agreement, the Investment Adviser may delegate any or all of its responsibilities to one or more investment sub-advisers, which may be
affiliates of the Investment Adviser, subject to the approval of the Fund’s Board of Directors and holders of Common Shares of the
Fund.
The Investment Adviser has entered into a
sub-advisory agreement with Oaktree Capital Management, L.P. (“Oaktree,” or the “Sub-Adviser”). The Investment
Adviser leverages the expertise of Oaktree to manage a portion of the Fund’s securitized credit allocation, with a focus on its
investments in commercial mortgage-backed securities and related assets. As investment adviser, PSG determines, and has oversight responsibility
for, the Fund’s securitized credit allocations managed by Oaktree. |
| Listing and Symbol |
The Fund’s currently outstanding shares of common stock, par value $0.001 per share (“Common Shares”), are, and the Common Shares offered by this Prospectus Supplement and the accompanying Prospectus will be, subject to notice of issuance, listed on the New York Stock Exchange (the “NYSE”) under the symbol “RA.” As of [•], the net asset value (“NAV”) of the Fund’s Common Shares, the last reported sales price for the Fund’s Common Shares on the NYSE and the percentage premium to NAV were $[•], $[•] per share and [•]%, respectively. |
| The Offering |
The Fund has entered into a distribution agreement
dated [•] (the “Distribution Agreement”), with [•] (the “Distributor”), relating to the Common Shares
offered by this Prospectus Supplement and the accompanying Prospectus. The Distributor has entered into a sub-placement agent agreement
dated [•] (the “Sub-Placement Agent Agreement”), with [•] (the “Sub-Placement Agent”), relating to the
Fund’s Common Shares offered by this Prospectus Supplement and the accompanying Prospectus. In accordance with the terms of the
Sub-Placement Agent Agreement, the Fund may offer and sell up to [•] of our Common Shares from time to time through the Sub-Placement
Agent, as the sub-placement agent for the offer and sale of the Common Shares. As of [•], the Fund has sold [•] Common Shares
pursuant to the Distribution Agreement and [•] Common Shares remain available for sale under this Prospectus Supplement and the accompanying
Prospectus.
Our Common Shares are listed on NYSE under the
symbol “RA.” As of [•], the last reported sale price for our Common Shares was $[•] per share.
|
| Risks |
For a discussion of factors you should consider before deciding to invest in the Fund’s Common Shares, see the information contained under the heading “Additional Fund Information—Risk Factors and Special Considerations” in the Fund’s Annual Report, which is also incorporated by reference into the accompanying Prospectus. |
| |
|
| Use of Proceeds |
The Fund intends to invest the net proceeds of
any sales of Common Shares under this Prospectus Supplement in accordance with its investment objective and policies as stated in the
accompanying Prospectus. It is currently anticipated that the Fund will be able to invest substantially all of the net proceeds of the
offering in accordance with its investment objective and policies within three months after receipt of such proceeds. See “The Offer—Purpose
of the Offer,” “Investment Objective and Investment Policies” in the accompanying Prospectus. In addition, for information
about the Fund’s Investment Restrictions, see the information contained under the heading “Additional Fund Information—Investment
Restrictions” in the Fund’s Annual Report, which is also incorporated by reference into the SAI.
Pending such investment, it is anticipated
that the proceeds will be invested in cash, cash equivalents or other securities, including U.S. government securities or high quality,
short-term debt securities. The Fund may also use the proceeds for working capital purposes, including the payment of distributions,
interest, and operating expenses, although the Fund currently has no intent to issue Common Shares primarily for these purposes. |
Summary
of Fund Expenses
The following table contains information about
the costs and expenses that holders of Common Shares will bear directly or indirectly. The table is based on the capital structure of
the Fund as of [•] (except as noted below) after giving effect to the anticipated net proceeds of the Common Shares offered by this
Prospectus Supplement and the accompanying Prospectus and assuming the Fund incurs the estimated offering expenses. If the Fund issues
fewer than all of the Common Shares available for sale pursuant to the Distribution Agreement and the net proceeds to the Fund are less,
all other things being equal, the total annual expenses shown would increase. The purpose of the table and the example below is to help
you understand the fees and expenses that you, as a holder of Common Shares, would bear directly or indirectly.
| Shareholder Transaction Expenses |
|
|
|
| |
|
|
|
| Sales load (as a percentage of offering price) |
|
[•] |
%(1) |
| Offering expenses borne by the Fund (as a percentage of offering price) |
|
[•] |
%(2) |
| Automatic Dividend Reinvestment Plan fees |
|
None |
|
| |
|
As a Percentage of Net Assets
Attributable to Common Shares |
|
| Annual Expenses |
|
|
|
|
| Management fees(3) |
|
|
[•] |
% |
| Interest payments on borrowed funds(4) |
|
|
[•] |
% |
| Other expenses(5) |
|
|
[•] |
% |
| Total annual expenses |
|
|
[•] |
% |
| |
(1) |
Represents the estimated commission with respect to the Common Shares being sold under this Prospectus Supplement and the accompanying Prospectus. There is no guarantee that there will be any sales of Common Shares under this Prospectus Supplement and the accompanying Prospectus. Actual sales of Common Shares under this Prospectus Supplement and the accompanying Prospectus, if any, may be less than as set forth under “Capitalization” below. In addition, the price per Common Share of any such sale may be greater or less than the price set forth under “Capitalization” below, depending on market price of the Common Shares at the time of any such sale. |
| |
(2) |
Assumes the sale of [•] Common Shares at a sales price of $[•] per Common Share, which represents the last reported sales price of the Common Shares on the NYSE on [•]. There is no guarantee that there will be any sales of Common Shares under this Prospectus Supplement and the accompanying Prospectus. Actual sales, if any, of the Common Shares under this Prospectus Supplement and the accompanying Prospectus may be at a price greater or less than $[•] per Common Shares, depending on the market price of the Common Shares at the time of any such sale. |
| |
(3) |
The Fund pays the Adviser an annual fee, payable monthly, in an amount equal to 1.00% of the Fund’s average daily Managed Assets (net assets plus any assets attributable to financial leverage). The fee shown above is based upon outstanding financial leverage of [•]% of the Fund’s Managed Assets (the total assets of the Fund, including the assets attributable to the proceeds from any forms of financial leverage, minus liabilities, other than liabilities related to any financial leverage). If financial leverage of more than [•]% of the Fund’s Managed Assets is used, the management fees shown would be higher. |
| |
(4) |
Assumes financial leverage of [•]% of the Fund’s Managed Assets, based upon the Fund’s outstanding borrowings as of [•], after giving effect to anticipated net proceeds of the offering of approximately $[•] in borrowings outstanding under the Fund’s credit facility and $[•] of reverse repurchase agreements at a weighted average daily interest rate of [•]% and [•]% for the credit facility and reverse repurchase agreements, respectively. |
| |
(5) |
Other expenses are estimated based upon those incurred during the fiscal period ended [•]. |
Example
The following example illustrates the expenses
that you would pay on a $1,000 investment in Common Shares, assuming (1) “Total annual expenses” of [•]% of net
assets attributable to Common Shares, (2) the sales load of $[•] and estimated offering expenses of $[•], and (3) a
5% annual return*:
| |
|
1 Year |
|
|
3 Years |
|
|
5 Years |
|
|
10 Years |
|
| Total Expenses Incurred |
|
$ |
[•] |
|
|
$ |
[•] |
|
|
$ |
[•] |
|
|
$ |
[•] |
|
| |
* |
The example should not be considered a representation of future expenses or returns. Actual expenses may be higher or lower than those assumed. Moreover, the Fund’s actual rate of return may be higher or lower than the hypothetical 5% return shown in the example. The example assumes that the estimated “Other expenses” set forth in the Annual Expenses table are accurate and that all dividends and distributions are reinvested at NAV. |
Use
of Proceeds
Sales of Common Shares, if any, under this Prospectus
Supplement and the accompanying Prospectus may be made in transactions that are deemed to be “at the market” as defined in
Rule 415 under the Securities Act. Assuming the sale of the [•] Common Shares available for sale under this Prospectus Supplement
and the accompanying Prospectus, the net proceeds to the Fund from this offering will be approximately $[•] (assuming a price of
$[•] per Common Share, which was the last reported sales price of the Common Shares on the NYSE on [•]) after deducting the
estimated commission and estimated offering expenses.
The Fund intends to invest the net proceeds of
any sales of Common Shares under this Prospectus Supplement and the accompanying Prospectus in accordance with its investment objective
and policies as stated in the accompanying Prospectus. It is currently anticipated that the Fund will be able to invest substantially
all of the net proceeds of the offering in accordance with its investment objective and policies within three months after receipt of
such proceeds. See “The Offer—Purpose of the Offer,” and “Investment Objective and Investment Policies”
in the accompanying Prospectus and the information contained under the heading “Additional Information About the Fund—Investment
Restrictions” in the Fund’s Annual Report, which is also incorporated by reference into the SAI. Pending such investment,
it is anticipated that the proceeds will be invested in cash, cash equivalents or other securities, including U.S. government securities
or high quality, short-term debt securities. The Fund may also use the proceeds for working capital purposes, including the payment of
distributions, interest, and operating expenses, although the Fund currently has no intent to issue Common Shares primarily for these
purposes.
Capitalization
In accordance with the terms of the Distribution
Agreement, the Fund may offer and sell up to [•] Common Shares, from time to time, through the Distributor (or the Sub-Placement
Agent) as the Fund’s agent for the offer and sale of Common Shares. As of [•], the Fund has issued and sold [•] Common
Shares pursuant to the Distribution Agreement and [•] Common Shares remain available for sale under this Prospectus Supplement and
the accompanying Prospectus. There is no guarantee that there will be any sales of Common Shares under this Prospectus Supplement and
the accompanying Prospectus. The table below assumes that the Fund will sell [•] Common Shares at a price of $[•] per Common
Share (the last reported sales price of the Common Shares on the NYSE on [•]). Actual sales, if any, of the Common Shares under this
Prospectus Supplement and the accompanying Prospectus may be at a price greater or less than $[•] per Common Share, depending on
the market price of the Common Shares at the time of any such sale. The Fund and the Distributor will determine whether any sales of Common
Shares will be authorized on a particular day.
The Fund and the Distributor, however, will not
authorize sales of Common Shares if the price per share of the Common Shares is less than the minimum price. The Fund and the Distributor
may elect not to authorize sales of Common Shares on a particular day even if the price per share of the Common Shares is equal to or
greater than the minimum price, or may only authorize a fixed number of Common Shares to be sold on any particular day. The Fund and the
Distributor will have full discretion regarding whether sales of Common Shares will be authorized on a particular day and, if so, in what
amounts.
The following table sets forth the Fund’s capitalization at [•]:
| |
(i) |
on a historical basis; |
| |
(ii) |
on an as adjusted basis, as of [•], to reflect the issuance of an aggregate of [•] Common Shares pursuant to the Fund’s Automatic Dividend Reinvestment Plan, and the application of the net proceeds from such issuances of Common Shares; and the issuance and sale of [•] Common Shares pursuant to the Distribution Agreement issued and sold after [•], but prior to [•] (less the commission paid and offering expenses payable by the Fund in connection with the issuance and sale of such Common Shares); and an increase in outstanding borrowings to $[•]; and |
| |
(iii) |
on an as further adjusted basis to reflect the assumed sale of [•] Common Shares at a price of $[•] per share (the last reported sale price of the Common Shares on the NYSE on [•]), in an offering under this Prospectus Supplement and the accompanying Prospectus less the assumed commission of $[•] (representing an estimated commission paid to the Distributor of [•]% of the gross proceeds of the sale of Common Shares in this offering), and estimated offering expenses payable by the Fund of $[•]. |
| |
|
Actual |
|
|
As Adjusted (unaudited) |
|
|
As Further Adjusted (unaudited) |
|
| Short-Term Debt: |
|
|
|
|
|
|
|
|
|
|
|
|
| Borrowings |
|
$ |
[•] |
|
|
$ |
[•] |
|
|
$ |
[•] |
|
| Common Stockholder’s Equity: |
|
|
|
|
|
|
|
|
|
|
|
|
| Paid-in capital |
|
$ |
[•] |
|
|
$ |
[•] |
|
|
$ |
[•] |
|
| Accumulated losses |
|
$ |
[•] |
|
|
$ |
[•] |
|
|
$ |
[•] |
|
| Net Assets |
|
$ |
[•] |
|
|
$ |
[•] |
|
|
$ |
[•] |
|
Price
Range of Common Shares
The following table sets forth the high and low
market prices for the Common Shares on the NYSE, for each full quarterly period during the last two fiscal years and during the current
fiscal year period, along with the NAV and discount or premium to NAV for each quotation.
| | |
Market Price ($) | | |
| Net Asset Value ($) | | |
| Premium/ (discount) to
net asset value | |
| | |
| High | | |
| Low | | |
| High | | |
| Low | | |
| High | | |
| Low | |
| Period Ended | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| [•] | |
| [•] | | |
| [•] | | |
| [•] | | |
| [•] | | |
| [•] | % | |
| [•] | % |
| [•] | |
| [•] | | |
| [•] | | |
| [•] | | |
| [•] | | |
| [•] | % | |
| [•] | % |
| [•] | |
| [•] | | |
| [•] | | |
| [•] | | |
| [•] | | |
| [•] | % | |
| [•] | % |
| [•] | |
| [•] | | |
| [•] | | |
| [•] | | |
| [•] | | |
| [•] | % | |
| [•] | % |
| [•] | |
| [•] | | |
| [•] | | |
| [•] | | |
| [•] | | |
| [•] | % | |
| [•] | % |
| [•] | |
| [•] | | |
| [•] | | |
| [•] | | |
| [•] | | |
| [•] | % | |
| [•] | % |
| [•] | |
| [•] | | |
| [•] | | |
| [•] | | |
| [•] | | |
| [•] | % | |
| [•] | % |
| [•] | |
| [•] | | |
| [•] | | |
| [•] | | |
| [•] | | |
| [•] | % | |
| [•] | % |
| [•] | |
| [•] | | |
| [•] | | |
| [•] | | |
| [•] | | |
| [•] | % | |
| [•] | % |
Set forth below is information with respect to
the Fund’s outstanding securities as of [•]:
|
Title of Class |
Amount
Authorized |
Amount Held
by the Fund
or for its
Account |
Amount
Outstanding
Exclusive of
Common Shares
Held by the Fund
or for its Own
Account |
| Common Shares |
[•] |
[•] |
[•] |
On [•], the Fund’s NAV was $[•]
and the last reported sale price of a common share on the NYSE was $[•], representing a [•]% premium to such NAV. The Fund cannot
predict whether its Common Shares will trade in the future at a premium to or discount from NAV, or the level of any premium or discount.
Plan
of Distribution
The Fund has entered into a Distribution Agreement,
dated [•], with [•], pursuant to which the Fund may offer and sell up to [•] Common Shares, from time to time, through
the Distributor, in transactions that are deemed to be “at the market” as defined in Rule 415 under the Securities Act.
As of [•], the Fund has issued and sold [•] Common Shares pursuant to the Distribution Agreement and [•] Common Shares
remain available for sale under this Prospectus Supplement and the accompanying Prospectus. The minimum price on any day at which Common
Shares may be sold will not be less than the minimum price, which will be equal to the then current NAV per Common Share plus the per
Common Share amount of the commission to be paid to the Distributor. The Fund and the Distributor will determine whether any sales of
Common Shares will be authorized on a particular day. The Fund and the Distributor, however, will not authorize sales of Common Shares
if the price per share of the Common Shares is less than the minimum price. The Fund and the Distributor may elect not to authorize sales
of Common Shares on a particular day even if the price per share of the Common Shares is equal to or greater than the minimum price, or
may only authorize a fixed number of Common Shares to be sold on any particular day. The Fund and the Distributor will have full discretion
regarding whether sales of Common Shares will be authorized on a particular day and, if so, in what amounts.
The Distributor may enter into sub-placement agent
agreements with one or more selected dealers. The Distributor has entered into a Sub-Placement Agent Agreement, dated [•], with [•]
relating to the Common Shares offered by this Prospectus Supplement and the accompanying Prospectus. In accordance with the terms of the
Sub-Placement Agent Agreement, the Fund may offer and sell its Common Shares from time to time through the Sub-Placement Agent as sub-placement
agent for the offer and sale of its Common Shares.
The Distributor (or the Sub-Placement Agent) will
provide written confirmation to the Fund not later than the opening of the trading day on the NYSE following any trading day on which
Common Shares are sold. Each confirmation will include the number of Common Shares sold on the preceding day, the net proceeds to the
Fund and the compensation payable by the Fund to the Distributor in connection with the sales.
The Fund will compensate the Distributor with
respect to sales of Common Shares at a commission rate of [•]% of the gross proceeds of the sale of Common Shares. Out of this commission,
the Distributor will compensate the Sub-Placement Agent at a rate of up to [•]% of the gross sales proceeds of the sale of the Common
Shares sold by the Sub-Placement Agent. There is no guarantee that there will be any sales of Common Shares under this Prospectus Supplement
and the accompanying Prospectus.
Settlement for sales of Common Shares will occur
on the second trading day following the date on which such sales are made in return for payment of the net proceeds to the Fund. There
is no arrangement for funds to be deposited in escrow, trust, or similar arrangement.
In connection with the sale of Common Shares on
behalf of the Fund, the Distributor may be deemed to be an “underwriter” within the meaning of the Securities Act, and the
compensation paid to the Distributor may be deemed to be underwriting commissions or discounts.
The Fund has agreed to indemnify the Distributor
against certain civil liabilities, including liabilities under the Securities Act. The Distributor has agreed to indemnify the Sub-Placement
Agent against certain civil liabilities, including liabilities under the Securities Act.
The offering of Common Shares pursuant to the
Distribution Agreement will terminate upon the earlier of (1) the sale of all Common Shares subject to the Distribution Agreement
or (2) the termination of the Distribution Agreement. The Distribution Agreement may be terminated at any time, without the payment
of any penalty, by the Fund or by the Distributor, on sixty days’ written notice to the other party.
The Common Shares may not be sold through the
Distributor or the Sub-Placement Agent without delivery or deemed delivery of this Prospectus Supplement and the accompanying Prospectus
describing the method and terms of the offering of the Common Shares.
The Sub-Placement Agent, its affiliates or their
respective employees hold or may hold in the future, directly or indirectly, investment interests in the Fund. The interests held by the
Sub-Placement Agent, its affiliates or their respective employees are not attributable to, and no investment discretion is held by, the
Sub-Placement Agent, its affiliates, or their respective affiliates.
The principal business address of Equiniti Trust
Company, LLC is 90 Park Avenue, New York, New York 10016. The principal business address of UBS Securities LLC is 1285 Avenue of the America,
New York, New York 10019.
Recent
Developments
[To be provided.]
Legal
Matters
Certain legal matters in connection with the Common
Shares will be passed upon for the Fund by Paul Hastings LLP and, with respect to certain matters of Maryland law, by Venable LLP. Paul
Hastings LLP may rely on the opinion of Venable LLP as to certain matters of Maryland law.
Available
Information
We are subject to the informational requirements
of the Exchange Act and the 1940 Act and are required to file reports, including annual and semi-annual reports, proxy statements and
other information with the Commission. These documents are available on the SEC’s website at www.sec.gov.
This Prospectus Supplement and the accompanying
Prospectus do not contain all of the information in our registration statement, including amendments, exhibits, and schedules. Statements
in this Prospectus Supplement and the accompanying Prospectus about the contents of any contract or other document are not necessarily
complete, and in each instance, reference is made to the copy of the contract or other document filed as an exhibit to the registration
statement, each such statement being qualified in all respects by this reference.
Additional information about us can be found in
our registration statement (including amendments, exhibits, and schedules) on Form N-2 filed with the SEC. The SEC maintains a website
(http://www.sec.gov) that contains our registration statement, other documents incorporated by reference, and other information
we have filed electronically with the SEC, including proxy statements and reports filed under the Exchange Act.
Brookfield Real Assets Income Fund Inc.
[•] Shares of Common Shares
PROSPECTUS SUPPLEMENT
[•]
Exhibit (t)(2)
Filed Pursuant
to Rule 424(b)
Registration Statement No. 333-[•]
FORM PROSPECTUS
SUPPLEMENT
(To Prospectus Dated [•])
Brookfield Real
Assets Income Fund Inc.
Series [•]
Preferred Shares
Brookfield Real
Assets Income Fund Inc. (the “Fund,” “we,” “us” or “our”) is issuing offering for sale
[•] preferred shares (“Preferred Shares”) in this prospectus supplement (the “Offer”). This prospectus supplement
(the “Prospectus Supplement”) and the accompanying prospectus dated [•], (the “Prospectus”) set forth the
information that you should know prior to investing.
The Fund is a diversified,
closed-end management investment company that commenced investment operations in December 2016. Our investment objective is to seek
high total return, primarily through high current income and secondarily, through growth of capital.
The Fund’s
common shares of stock, par value $0.001 (the “Common Shares”), are listed on the New York Stock Exchange (the “NYSE”)
and trade under the ticker symbol “RA.” The last reported sale price for our Common Shares on [•] was $[•] per
share. The net asset value of our Common Shares at the close of business on [•] was $[•] per share.
Investing in
our securities involves certain risks. You could lose some or all of your investment. Shares of closed-end investment companies frequently
trade at a discount to their net asset value and this may increase the risk of loss to purchasers of our securities. You should carefully
consider these risks together with all of the other information contained in this Prospectus Supplement and the accompanying Prospectus
before making a decision to purchase our securities.
Neither the
Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved these securities
or determined if this Prospectus Supplement is truthful or complete. Any representation to the contrary is a criminal offense.
You should rely
only on the information contained or incorporated by reference in this Prospectus Supplement and the accompanying Prospectus. The Fund
has not authorized anyone to provide you with different information. The Fund is not making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this Prospectus Supplement
and the accompanying Prospectus is accurate as of any date other than the date of this Prospectus Supplement and the accompanying Prospectus,
respectively. Our business, financial condition, results of operations and prospects may have changed since those dates. In this Prospectus
Supplement and in the accompanying Prospectus, unless otherwise indicated, “Fund,” “us,” “our” and
“we” refer to Brookfield Real Assets Income Fund Inc. This Prospectus Supplement also includes trademarks owned by other
persons.
As permitted by
regulations adopted by the SEC, paper copies of the Fund’s annual and semi-annual shareholder reports are no longer sent by mail,
unless you specifically requested to receive paper copies of the reports. Instead, the reports are available on the Fund’s website
(https://publicsecurities.brookfield.com/en). 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 by this 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 (855)
777-8001 or by sending an email request to the Fund at publicsecurities.enquiries@brookfield.com.
You may elect to
receive all future reports in paper free of charge. If you invest through a financial 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
(855) 777-8001 or send an email request to the Fund at publicsecurities.enquiries@brookfield.com to let the Fund know you wish to continue
receiving paper copies of your 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 with the fund complex if you invest directly with the Fund.
Capitalized terms
used herein that are not otherwise defined shall have the meanings assigned to them in the accompanying Prospectus.
____________________________________________________________
Prospectus Supplement
dated [•]
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
| About This Prospectus Supplement |
P-1 |
| Cautionary Notice Regarding Forward-Looking Statements |
P-1 |
| Incorporation by Reference |
P-1 |
| Terms of the Series [•] Preferred Shares |
P-2 |
| Use of Proceeds |
P-3 |
| Capitalization |
P-3 |
| Asset Coverage Ratio |
P-3 |
| Special Characteristics and Risks of the Series [•]
Preferred Shares |
P-3 |
| Description of the Series [•] Preferred Shares |
P-7 |
| Taxation |
P-7 |
| Recent Developments |
P-7 |
| Legal Matters |
P-7 |
| Available Information |
P-7 |
Prospectus
| Cautionary Notice Regarding Forward-Looking Statements |
[•] |
| Prospectus Summary |
[•] |
| Summary of Fund Expenses |
[•] |
| The Offer |
[•] |
| The Fund |
[•] |
| Use of Proceeds |
[•] |
| Description of Common Shares |
[•] |
| Investment Objective and Principal Investment Policies |
[•] |
| Risk Factors and Special Considerations |
[•] |
| Management of the Fund |
[•] |
| Dividends and Distributions |
[•] |
| Dividend Reinvestment Plan |
[•] |
| Description of Capital Structure |
[•] |
| Certain Provisions of Maryland Law and the Fund’s Charter
and Bylaws |
[•] |
| Closed-End Fund Structure |
[•] |
| Repurchase of Common Shares |
[•] |
| Net Asset Value |
[•] |
| Limitation on Directors’ and Officers’ Liability |
[•] |
| Taxation |
[•] |
| Plan of Distribution |
[•] |
| Custodian, Sub-Administrator, Fund Accountant, Transfer Agent and
Dividend Disbursing Agent |
[•] |
| Legal Matters |
[•] |
| Independent Registered Public Accounting Firm |
[•] |
| Additional Information |
[•] |
| Privacy Principles of the Fund |
[•] |
| Table of Contents of SAI |
[•] |
About
This Prospectus Supplement
You should rely
only on the information contained or incorporated by reference in this Prospectus Supplement and the accompanying Prospectus. The Fund
has not, and the underwriters have not, authorized anyone to provide you with inconsistent information. If anyone provides you with inconsistent
information, you should not assume that the Fund or the underwriters have authorized or verified it. The Fund is not, and the underwriters
are not, making an offer of these securities in any state where the offer is not permitted. You should not assume that the information
contained in this Prospectus Supplement and the accompanying Prospectus is accurate as of any date other than the date on the front hereof
or thereof. The Fund’s business, financial condition, results of operations and prospects may have changed since those date.
This document has
two parts. The first part is this Prospectus Supplement, which describes the terms of this offering of Preferred Shares and also adds
to and updates information contained in the accompanying Prospectus. The second part is the accompanying Prospectus, which gives more
general information and disclosure. To the extent the information contained in this Prospectus Supplement differs from or is additional
to the information contained in the accompanying Prospectus, you should rely only on the information contained in this Prospectus Supplement.
You should read this Prospectus Supplement and the accompanying Prospectus before investing in the Preferred Shares.
Cautionary
Notice Regarding Forward-Looking Statements
This Prospectus
Supplement, the accompanying Prospectus and the Fund’s Statement of Additional Information (“SAI”) contain “forward-looking
statements.” Forward-looking statements can be identified by the words “may,” “will,” “intend,”
“expect,” “estimate,” “continue,” “plan,” “anticipate,” and similar terms
and the negative of such terms. Such forward-looking statements may be contained in this Prospectus Supplement as well as in the accompanying
Prospectus. By their nature, all forward-looking statements involve risks and uncertainties, and actual results could differ materially
from those contemplated by the forward-looking statements. Several factors that could materially affect our actual results are the performance
of the portfolio of securities we hold, the price at which our shares will trade in the public markets and other factors discussed in
our periodic filings with the SEC. Currently known risk factors that could cause actual results to differ materially from our expectations
include, but are not limited to, the factors described in the Fund’s Annual Report under the heading “Additional Fund Information—Risk
Factors and Special Considerations,” which is also incorporated by reference into the accompanying Prospectus. We urge you to carefully
review that section for a more detailed discussion of the risks of an investment in our securities.
Although we believe
that the expectations expressed in our forward-looking statements are reasonable, actual results could differ materially from those projected
or assumed in our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking
statements, are subject to change and are subject to inherent risks and uncertainties, such as those disclosed in the Fund’s Annual
Report under the heading “Additional Fund Information—Risk Factors and Special Considerations,” which is also incorporated
by reference into the accompanying Prospectus. All forward-looking statements contained or incorporated by reference in this Prospectus
Supplement or the accompanying Prospectus are made as of the date of this Prospectus Supplement or the accompanying Prospectus, as the
case may be. Except for our ongoing obligations under the federal securities laws, we do not intend, and we undertake no obligation,
to update any forward-looking statement. The forward-looking statements contained in this Prospectus Supplement, the accompanying Prospectus
and the SAI are excluded from the safe harbor protection provided by section 27A of the Securities Act of 1933, as amended.
Incorporation
by Reference
This Prospectus
Supplement and the accompanying Prospectus are part of a registration statement filed with the SEC. Pursuant to the final rule and
form amendments adopted by the SEC on April 8, 2020, to implement certain provisions of the Economic Growth, Regulatory Relief,
and Consumer Protection Act, the Fund is permitted to “incorporate by reference” the information filed with the SEC, which
means that the Fund can disclose important information to you by referring you to those documents. The information incorporated by reference
is considered to be part of this Prospectus Supplement, and later information that the Fund files with the SEC will automatically update
and supersede this information.
The documents listed
below, and any reports and other documents subsequently filed with the SEC pursuant to Rule 30(b)(2) under the 1940 Act and
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to
the termination of the offering will be incorporated by reference into this Prospectus Supplement and deemed to be part of this Prospectus
Supplement and accompanying Prospectus from the date of the filing of such reports and documents:
| • | the
Fund’s Statement of Additional Information, dated [•], filed with the accompanying
Prospectus; |
| • | the
Fund’s Annual Report on Form N-CSR for the fiscal period ended [•], filed
with the SEC on [•]; |
| • | the
Fund’s Semi-Annual Report on Form N-CSR for the fiscal period ended [•],
filed with the SEC on [•]; |
| • | the
Fund’s Proxy Statement on Schedule 14A, filed with the SEC on [•]; and |
| • | the
Fund’s description of Common Shares on Form 8-A12B, filed on November 23,
2016. |
You may obtain
copies of any information incorporated by reference into this Prospectus Supplement and accompanying Prospectus at no charge, by calling
1-855-777-8001, by writing to the Fund or visiting the Fund’s website https://publicsecurities.brookfield.com/en. In addition,
the SEC maintains a website at www.sec.gov, free of charge, that contains these reports, the Fund’s proxy and information statements,
and other information relating to the Fund.
Terms
of the Series [•] Preferred Shares
| Dividend Rate |
The annual dividend rate will be [•]%. |
| |
|
| Dividend Payment Date |
[Dividends will be paid when, as and if declared on [•],[•],[•]
and [•], commencing.] The payment date for the initial dividend period will be [•].] |
| |
|
| [Regular Dividend Period] |
[Regular dividend periods will be [•] days.] |
| |
|
| Liquidation Preference |
$[•] per share. |
| |
|
| [Non-Call Period/Redemption] |
The shares
generally may not be called for redemption at the option of the Fund prior to [•]. The Fund reserves the right, however, to
redeem the Series [•] Preferred Shares at any time if it is necessary, in the judgment of the Fund’s Board of Directors
(the “Board of Directors,” or the “Board”), to meet tax, regulatory or rating agency asset coverage requirements.
[Commencing
[•], and thereafter, to the extent permitted by the 1940 Act and Maryland law, the Fund may at any time, upon notice of redemption,
redeem the Series [•] Preferred Shares in whole or in part at the liquidation preference per share plus accumulated unpaid
dividends through the date of redemption.]
|
| [Stock Exchange Listing] |
Application will be made to list the Series [•] Preferred
Shares on the [NYSE]. Prior to the offering, there has been no public market for Series [•] Preferred Shares. It is anticipated
that trading on the [NYSE] will begin within [•] days from the date of this Prospectus Supplement. |
Use
of Proceeds
We estimate the
net proceeds of the offering to be $[•] based on the public offering price of $[•] per share and after deducting commissions
and estimated offering expenses payable by us.
The Fund intends
to invest the net proceeds of the Offer under this Prospectus Supplement and the accompanying Prospectus in accordance with its investment
objective and policies as stated in the accompanying Prospectus. It is currently anticipated that the Fund will be able to invest substantially
all of the net proceeds of the offering in accordance with its investment objective and policies within three months after receipt of
such proceeds. See “The Offer—Purpose of the Offer,” and “Investment Objective and Investment Policies”
in the accompanying Prospectus and the information contained under the heading “Additional Information About the Fund—Investment
Restrictions” in the Fund’s Annual Report, which is also incorporated by reference into the SAI. Pending such investment,
it is anticipated that the proceeds will be invested in cash, cash equivalents or other securities, including U.S. government securities
or high quality, short-term debt securities. The Fund may also use the proceeds for working capital purposes, including the payment of
distributions, interest, and operating expenses, although the Fund currently has no intent to use the net proceeds primarily for these
purposes.
Capitalization
[•]
Asset
Coverage Ratio
Pursuant to the
1940 Act, the Fund generally will not be permitted to declare any dividend, or declare any other distribution, upon any outstanding common
shares, or purchase any such shares of common shares, unless, in every such case, all preferred shares issued by the Fund have at the
time of declaration of any such dividend or distribution or at the time of any such purchase an asset coverage of at least 200% (“1940
Act Asset Coverage Requirement”) after deducting the amount of such dividend, distribution, or purchase price, as the case may
be. As of the date of this Prospectus Supplement, all of the Fund’s outstanding preferred shares are expected to have asset coverage
on the date of issuance of the Series [•] Preferred Shares of approximately [•]%.
In addition to
the 1940 Act Asset Coverage Requirement, the Fund will be subject to certain restrictions on investments imposed by guidelines of one
or more rating agencies, which will issue ratings for certain of the preferred shares and may issue a rating for the Series [•]
Preferred Shares.
Special
Characteristics and Risks of the Series [•] Preferred Shares
Dividends
Holders of Series [•]
Preferred Shares shall be entitled to receive cumulative cash dividends and distributions at the rate of [•]% per annum (computed
on the basis of a 360-day year consisting of twelve 30-day months) of the $[•] liquidation preference on the Series [•]
Preferred Shares. Dividends and distributions on Series [•] Preferred Shares will accumulate from the date of their original
issue, which is [•].
Dividends and distributions
will be payable quarterly on [•] (each a “Dividend Payment Date”) commencing on [•] (or, if any such day is not
a business day, then on the next succeeding business day) to holders of record of Series [•] Preferred Shares as they appear
on the stockholder register of the Fund at the close of business on the fifth preceding business day. Dividends and distributions on
Series [•] Preferred Shares shall accumulate from the date on which the shares are originally issued. Each period beginning
on and including a Dividend Payment Date (or the date of original issue, in the case of the first dividend period after issuance of the
Series [•] Preferred Shares) and ending on but excluding the next succeeding Dividend Payment Date is referred to herein as
a “Dividend Period.” Dividends and distributions on account of arrears for any past Dividend Period or in connection with
the redemption of Series [•] Preferred Shares may be declared and paid at any time, without reference to any Dividend Payment
Date, to holders of record on such date as shall be fixed by the Board of Directors.
No full dividends
or distributions will be declared or paid on Series [•] Preferred Shares for any Dividend Period or part thereof unless full
cumulative dividends and distributions due through the most recent Dividend Payment Dates therefor for all series of preferred shares
of the Fund ranking on a parity with the Series [•] Preferred Shares as to the payment of dividends and distributions have
been or contemporaneously are declared and paid through the most recent Dividend Payment Dates therefor. If full cumulative dividends
and distributions due have not been paid on all outstanding preferred shares of the Fund, any dividends and distributions being paid
on such preferred shares (including the Series [•] Preferred Shares) will be paid as nearly pro rata as possible in proportion
to the respective amounts of dividends and distributions accumulated but unpaid on each such series of preferred shares on the relevant
Dividend Payment Date.
Restrictions on Dividend, Redemption
and Other Payments
Under the 1940
Act, the Fund is not permitted to issue preferred shares (such as the Series [•] Preferred Shares) unless immediately after
such issuance the Fund will have an asset coverage of at least 200% (or such other percentage as may in the future be specified in or
under the 1940 Act as the minimum asset coverage for senior securities representing shares of a closed-end investment company as a condition
of declaring distributions, purchases or redemptions of its shares). In general, the term “asset coverage” for this purpose
means the ratio the value of the total assets of the Fund, less all liabilities and indebtedness not represented by senior securities,
bears to the aggregate amount of senior securities representing indebtedness of the Fund plus the aggregate of the involuntary liquidation
preference of the preferred shares. The involuntary liquidation preference refers to the amount to which the preferred shares would be
entitled on the involuntary liquidation of the Fund in preference to a security junior to them. The Fund also is not permitted to declare
any cash dividend or other distribution on its common shares or purchase its common shares unless, at the time of such declaration or
purchase, the Fund satisfies this 200% asset coverage requirement after deducting the amount of the distribution or purchase price, as
applicable. In addition, the Fund may be limited in its ability to declare any cash distribution on its shares of stock (including the
Series [•] Preferred Shares) or purchase its shares of stock (including the Series [•] Preferred Shares) unless,
at the time of such declaration or purchase, the Fund has an asset coverage on its indebtedness, if any, of at least 300% after deducting
the amount of such distribution or purchase price, as applicable. The 1940 Act contains an exception, however, that permits dividends
to be declared upon any preferred shares issued by the Fund (including the Series [•] Preferred Shares) if the Fund’s
indebtedness has an asset coverage of at least 200% at the time of declaration after deducting the amount of the dividend. In general,
the term “asset coverage” for this purpose means the ratio which the value of the total assets of the Fund, less all liabilities
and indebtedness not represented by senior securities, bears to the aggregate amount of senior securities representing indebtedness of
the Fund.
The term “senior
security” does not include any promissory note or other evidence of indebtedness in any case where such a loan is for temporary
purposes only and in an amount not exceeding 5% of the value of the total assets of the Fund at the time when the loan is made. A loan
is presumed under the 1940 Act to be for temporary purposes if it is repaid within 60 days and is not extended or renewed; otherwise,
it is presumed not to be for temporary purposes. For purposes of determining whether the 200% and 300% asset coverage requirements described
above apply in connection with dividends or distributions on or purchases or redemptions of Series [•] Preferred Shares, the
asset coverage may be calculated on the basis of values calculated as of a time within 48 hours (not including Sundays or holidays) next
preceding the time of the applicable determination.
Voting Rights
Except as otherwise
provided in the Fund’s governing documents or a resolution of the Board of Directors or its delegatee, or as required by applicable
law, holders of Series [•] Preferred Shares shall have no power to vote on any matter except matters submitted to a vote of
the Fund’s common shares. In any matter submitted to a vote of the holders of the common shares, each holder of Series [•]
Preferred Shares shall be entitled to one vote for each share of Series [•] Preferred Shares held and the holders of all outstanding
preferred shares, including Series [•] Preferred Shares, and the common shares shall vote together as a single class; provided,
however, that at any meeting of the stockholders of the Fund held for the election of directors (“Directors”) to the Board
of Directors, the holders of the outstanding preferred shares, including Series [•] Preferred Shares, shall be entitled, as
a class, to the exclusion of the holders of all other classes of shares of stock of the Fund, to elect a number of Directors, such that
following the election of Directors at the meeting of the stockholders, the Board of Directors shall contain two directors elected by
the holders of the outstanding preferred shares, including the Series [•] Preferred Shares.
During any period
in which any one or more of the conditions described below shall exist (such period being referred to herein as a “Voting Period”),
the number of Directors constituting the Board of Directors shall be increased by the smallest number of additional Directors that, when
added to the two Directors elected exclusively by the holders of outstanding preferred shares, would constitute a simple majority of
the Board of Directors as so increased by such smallest number, and the holders of outstanding preferred shares, including the Series [•]
Preferred Shares, voting separately as one class (to the exclusion of the holders of all other classes of shares of stock of the Fund)
shall be entitled to elect such smallest number of additional Directors. The Fund and the Board of Directors shall take all necessary
actions, including amending the Fund’s governing documents, to effect an increase in the number of Directors as described in the
preceding sentence. A Voting Period shall commence:
| (i) | if at
any time accumulated dividends and distributions on the outstanding shares of Series [•]
Preferred Shares equal to at least two full years’ dividends and distributions shall
be due and unpaid; or |
| (ii) | if at
any time holders of any other preferred shares are entitled to elect a majority of the Directors
of the Fund under the 1940 Act or Registration Statement or other instrument creating
such shares. |
Redemption
Mandatory Redemption.
Under certain circumstances, the Series [•] Preferred Shares will be subject to mandatory redemption by the Fund out of funds
legally available therefor in accordance with the Registration Statement and applicable law. If the Fund fails to have asset coverage,
as determined in accordance with Section 18(h) of the 1940 Act, of at least 200% with respect to all outstanding senior securities
of the Fund which are shares, including all outstanding Series [•] Preferred Shares (or such other asset coverage as may in
the future be specified in or under the 1940 Act as the minimum asset coverage for senior securities which are shares of a closed-end
investment company as a condition of declaring dividends on its common shares), and such failure is not cured as of the cure date specified
in the Registration Statement, (i) the Fund shall give a notice of redemption with respect to the redemption of a sufficient number
of preferred shares, which at the Fund’s determination (to the extent permitted by the 1940 Act and Maryland law) may include any
proportion of Series [•] Preferred Shares, to enable it to meet the asset coverage requirements, and, at the Fund’s discretion,
such additional number of shares of Series [•] Preferred Shares or other preferred shares in order for the Fund to have asset
coverage with respect to the Series [•] Preferred Shares and any other preferred shares remaining outstanding after such redemption
as great as 210%, and (ii) deposit an amount with U.S. Bancorp Fund Services, LLC, and its successors or any other dividend-disbursing
agent appointed by the Fund, having an initial combined value sufficient to effect the redemption of the Series [•] Preferred
Shares or other preferred shares to be redeemed.
On such cure date,
the Fund shall redeem, out of funds legally available therefor, the number of preferred shares, which, to the extent permitted by the
1940 Act and Maryland law, at the option of the Fund may include any proportion of Series [•] Preferred Shares or any other
series of preferred shares, equal to the minimum number of shares the redemption of which, if such redemption had occurred immediately
prior to the opening of business on such cure date, would have resulted in the Fund having asset coverage immediately prior to the opening
of business on such cure date in compliance with the 1940 Act or, if asset coverage cannot be so restored, all of the outstanding Series [•]
Preferred Shares, at a price equal to $[•] per share plus accumulated but unpaid dividends and distributions (whether or not earned
or declared by the Fund) through the date of redemption.
Optional Redemption.
Prior to [•], the Series [•] Preferred Shares are not subject to optional redemption by the Fund unless the redemption
is necessary, in the judgment of the Board of Directors, to maintain the Fund’s status as a regulated investment company under
Subchapter M of the Internal Revenue Code. Commencing [•] and thereafter, to the extent permitted by the 1940 Act and Maryland
law, the Fund may at any time upon notice redeem the Series [•] Preferred Shares in whole or in part at a price equal to the
liquidation preference per share plus accumulated but unpaid dividends through the date of redemption.
Liquidation
In the event of
any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, the holders of Series [•]
Preferred Shares shall be entitled to receive out of the assets of the Fund available for distribution to stockholders, after satisfying
claims of creditors but before any distribution or payment shall be made in respect of the Fund’s common shares or any other shares
of the Fund ranking junior to the Series [•] Preferred Shares as to liquidation payments, a liquidation distribution in the
amount of $[•] per share (the “Liquidation Preference”), plus an amount equal to all unpaid dividends and distributions
accumulated to and including the date fixed for such distribution or payment (whether or not earned or declared by the Fund, but excluding
interest thereon), and such holders shall be entitled to no further participation in any distribution or payment in connection with any
such liquidation, dissolution or winding up of the Fund.
If, upon any liquidation,
dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, the assets of the Fund available for distribution
among the holders of all outstanding shares of Series [•] Preferred Shares, and any other outstanding shares of a class or
series of the Fund’s preferred shares ranking on a parity with the Series [•] Preferred Shares as to payment upon liquidation,
shall be insufficient to permit the payment in full to such holders of Series [•] Preferred Shares of the Liquidation Preference
plus accumulated and unpaid dividends and distributions and the amounts due upon liquidation with respect to such other preferred shares
of the Fund, then such available assets shall be distributed among the holders of Series [•] Preferred Shares and such other
preferred shares of the Fund ratably in proportion to the respective preferential liquidation amounts to which they are entitled. Unless
and until the Liquidation Preference plus accumulated and unpaid dividends and distributions has been paid in full to the holders of
Series [•] Preferred Shares, no dividends or distributions will be made to holders of the Fund’s common shares or any
other shares of the Fund ranking junior to the Series [•] Preferred Shares as to liquidation.
Stock Exchange Listing
Application has
been made to list the Series [•] Preferred Shares on the [NYSE]. The shares of Series [•] Preferred Shares are expected
to commence trading on the [NYSE] within [•] days of the date of issuance.
Risks
Risk is inherent
in all investing. Therefore, before investing in the Series [•] Preferred Shares you should consider the risks carefully. See
the information contained under the heading “Additional Fund Information—Risk Factors and Special Considerations” in
the Fund’s Annual Report, which is also incorporated by reference into the accompanying Prospectus. Primary risks associated with
an investment in the Series [•] Preferred Shares include:
Market Price
Risk. The market price for the Series [•] Preferred Shares will be influenced by changes in interest rates, the perceived
credit quality of the Series [•] Preferred Shares and other factors, and may be higher or lower than the liquidation preference
of the Series [•] Preferred Shares. There is currently no market for the Series [•] Preferred Shares.
Liquidity Risk.
Currently, there is no public market for the Series [•] Preferred Shares. As noted above, an application has been made to list
the Series [•] Preferred Shares on the [NYSE]. However, during an initial period which is not expected to exceed [•] days
after the date of its issuance, the Series [•] Preferred Shares will not be listed on any securities exchange.
Redemption Risk.
The Fund may at any time redeem Series [•] Preferred Shares to the extent necessary to meet regulatory asset coverage requirements
or requirements imposed by credit rating agencies. For example, if the value of the Fund’s investment portfolio declines, thereby
reducing the asset coverage for the Series [•] Preferred Shares, the Fund may be obligated under the terms of the Series [•]
Preferred Shares to redeem some or all of the Series [•] Preferred Shares. In addition, commencing [•], the Fund will
be able to call the Series [•] Preferred Shares at the option of the Fund. Investors may not be able to reinvest the proceeds
of any redemption in an investment providing the same or a higher dividend rate than that of the Series [•] Preferred Shares.
The Series [•]
Preferred Shares are not a debt obligation of the Fund. The Series [•] Preferred Shares are junior in respect of distributions
and liquidation preference to any indebtedness incurred by the Fund, and are of the same ranking as the distributions and liquidation
preference of the Series [•] Preferred Shares. Although unlikely, precipitous declines in the value of the Fund’s assets
could result in the Fund having insufficient assets to redeem all of the Series [•] Preferred Shares for the full redemption
price.
[Credit Rating
Risk. The Fund is seeking a credit rating on the Series [•] Preferred Shares. Any credit rating that is issued on the Series [•]
Preferred Shares could be reduced or withdrawn while an investor holds Series [•] Preferred Shares. A reduction or withdrawal
of the credit rating would likely have an adverse effect on the market value of the Series [•] Preferred Shares. In addition,
a credit rating does not eliminate or mitigate the risks of investing in the Series [•] Preferred Shares.]
Distribution
Risk. The Fund may not meet the asset coverage requirements or earn sufficient income from its investments to make distributions
on the Series [•] Preferred Shares.
Description
of the Series [•] Preferred Shares
[To be provided.]
Taxation
[To be provided.]
Recent
Developments
[To be provided.]
Legal
Matters
Certain legal matters
will be passed on by Paul Hastings LLP, 200 Park Avenue, New York, New York 10166 in connection with the offering of the preferred
shares.
Certain legal matters
will be passed on by Venable LLP in connection with the offering of the preferred shares as Maryland counsel to the Fund.
Available
Information
We are subject
to the informational requirements of the Exchange Act and the 1940 Act and are required to file reports, including annual and semi-annual
reports, proxy statements and other information with the Commission. These documents are available on the SEC’s website at www.sec.gov.
This Prospectus
Supplement and the accompanying Prospectus do not contain all of the information in our registration statement, including amendments,
exhibits, and schedules. Statements in this Prospectus Supplement and the accompanying Prospectus about the contents of any contract
or other document are not necessarily complete, and in each instance, reference is made to the copy of the contract or other document
filed as an exhibit to the registration statement, each such statement being qualified in all respects by this reference.
Additional information
about us can be found in our registration statement (including amendments, exhibits, and schedules) on Form N-2 filed with the SEC.
The SEC maintains a website (http://www.sec.gov) that contains our registration statement, other documents incorporated by reference,
and other information we have filed electronically with the SEC, including proxy statements and reports filed under the Exchange Act.
Brookfield Real
Assets Income Fund Inc.
[•] Shares
[•]% Series [•]
[•] Preferred Shares
(Liquidation
Preference $[•] per share)
PROSPECTUS SUPPLEMENT
[•], [•]
Exhibit (t)(3)
Filed Pursuant to Rule 424(b)
Registration Statement No. 333-[•]
FORM PROSPECTUS SUPPLEMENT
(To Prospectus Dated [•])
[•] Rights for [•] Shares
Subscription Rights for Common Shares
Brookfield Real Assets Income Fund Inc. (the “Fund”,
“we”, “us” or “our”) is issuing subscription rights (the “Rights”) to our common stockholders
(the “Offer”) to purchase additional shares of common stock, par value $0.001 (“Common Shares”). This prospectus
supplement (the “Prospectus Supplement”) together with the accompanying prospectus dated [•], (the “Prospectus”)
set forth the information that you should know prior to investing.
Under the Investment Company Act of 1940, as amended
(the “1940 Act”), the Fund may not sell any Common Shares at a price below the current net asset value of such Common Shares,
exclusive of any distributing commission or discount. The Fund is a diversified, closed-end management investment company that commenced
investment operations in December 2016. Our investment objective is to seek high total return, primarily through high current income
and secondarily, through growth of capital.
Our Common Shares are listed on the New York Stock
Exchange (the “NYSE”) and trade under the ticker symbol “RA.” The last reported sale price for our Common Shares
on [•] was $[•] per share. The net asset value of our Common Shares at the close of business on [•] was $[•] per share.
Investing
in our securities involves certain risks. You could lose some or all of your investment. Shares of closed-end investment companies frequently
trade at a discount to their net asset value and this may increase the risk of loss to purchasers of our securities. You should carefully
consider these risks together with all of the other information contained in this Prospectus Supplement and the accompanying Prospectus
before making a decision to purchase our securities.
STOCKHOLDERS
WHO DO NOT EXERCISE THEIR RIGHTS MAY, AT THE COMPLETION OF THE OFFERING, OWN A SMALLER PROPORTIONAL INTEREST IN THE FUND THAN IF THEY
EXERCISED THEIR RIGHTS. AS A RESULT OF THE OFFERING YOU MAY EXPERIENCE DILUTION OR ACCRETION OF THE AGGREGATE NET ASSET VALUE OF
YOUR COMMON SHARES DEPENDING UPON WHETHER THE FUND’S NET ASSET VALUE PER COMMON SHARE IS ABOVE OR BELOW THE SUBSCRIPTION PRICE ON
THE EXPIRATION DATE.
Neither the Securities and Exchange Commission
(the “SEC”) nor any state securities commission has approved or disapproved these securities or determined if this Prospectus
Supplement is truthful or complete. Any representation to the contrary is a criminal offense.
You should rely only on the information contained
or incorporated by reference in this Prospectus Supplement and the accompanying Prospectus. The Fund has not authorized anyone to provide
you with different information. The Fund is not making an offer to sell these securities in any jurisdiction where the offer or sale is
not permitted. You should not assume that the information contained in this Prospectus Supplement and the accompanying Prospectus is accurate
as of any date other than the date of this Prospectus Supplement and the accompanying Prospectus, respectively. Our business, financial
condition, results of operations and prospects may have changed since those dates. In this Prospectus Supplement and in the accompanying
Prospectus, unless otherwise indicated, “Fund,” “us,” “our” and “we” refer to Brookfield
Real Assets Income Fund Inc. This Prospectus Supplement also includes trademarks owned by other persons.
As permitted by regulations adopted by the SEC,
paper copies of the Fund’s annual and semi-annual shareholder reports are no longer sent by mail, unless you specifically requested
to receive paper copies of the reports. Instead, the reports are available on the Fund’s website (https://publicsecurities.brookfield.com/en).
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 by this 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 (855) 777-8001 or by sending an email
request to the Fund at publicsecurities.enquiries@brookfield.com.
You may elect to receive all future reports in
paper free of charge. If you invest through a financial 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 (855) 777-8001 or send
an email request to the Fund at publicsecurities.enquiries@brookfield.com to let the Fund know you wish to continue receiving paper copies
of your 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 with the fund complex if you invest directly with the Fund.
Capitalized terms used herein that are not otherwise
defined shall have the meanings assigned to them in the accompanying Prospectus.
Prospectus Supplement dated [•]
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
| About this Prospectus Supplement |
|
R-1 |
| Cautionary Notice Regarding Forward-Looking Statements |
|
R-1 |
| Incorporation by Reference |
|
R-1 |
| Summary of The Terms of The Rights Offering |
|
R-2 |
| Description of The Rights Offering |
|
R-4 |
| Summary of Fund Expenses |
|
R-4 |
| Use of Proceeds |
|
R-5 |
| Capitalization |
|
R-5 |
| Price Range of Common Shares |
|
R-5 |
| Special Characteristics and Risks of The Rights Offering |
|
R-6 |
| Taxation |
|
R-8 |
| Recent Developments |
|
R-8 |
| Legal Matters |
|
R-8 |
| Available Information |
|
R-8 |
Prospectus
| Cautionary Notice Regarding Forward-Looking Statements |
[•] |
| Prospectus Summary |
[•] |
| Summary of Fund Expenses |
[•] |
| The Offer |
[•] |
| The Fund |
[•] |
| Use of Proceeds |
[•] |
| Description of Common Shares |
[•] |
| Investment Objective and Principal Investment Policies |
[•] |
| Risk Factors and Special Considerations |
[•] |
| Management of the Fund |
[•] |
| Dividends and Distributions |
[•] |
| Dividend Reinvestment Plan |
[•] |
| Description of Capital Structure |
[•] |
| Certain Provisions of Maryland Law and the Fund’s Charter and Bylaws |
[•] |
| Closed-End Fund Structure |
[•] |
| Repurchase of Common Shares |
[•] |
| Net Asset Value |
[•] |
| Limitation on Directors’ and Officers’ Liability |
[•] |
| Taxation |
[•] |
| Plan of Distribution |
[•] |
| Custodian, Sub-Administrator, Fund Accountant, Transfer Agent and Dividend Disbursing Agent |
[•] |
| Legal Matters |
[•] |
| Independent Registered Public Accounting Firm |
[•] |
| Additional Information |
[•] |
| Privacy Principles of the Fund |
[•] |
| Table of Contents of SAI |
[•] |
About
this Prospectus Supplement
You should rely only on the information contained
or incorporated by reference in this Prospectus Supplement and the accompanying Prospectus. The Fund has not, and the underwriters have
not, authorized anyone to provide you with inconsistent information. If anyone provides you with inconsistent information, you should
not assume that the Fund or the underwriters have authorized or verified it. The Fund is not, and the underwriters are not, making an
offer of these securities in any state where the offer is not permitted. You should not assume that the information contained in this
Prospectus Supplement and the accompanying Prospectus is accurate as of any date other than the date on the front hereof or thereof. The
Fund’s business, financial condition, results of operations and prospects may have changed since those date.
This document has two parts. The first part is
this Prospectus Supplement, which describes the terms of this offering of Rights to our common stockholders to purchase additional Common
Shares and also adds to and updates information contained in the accompanying Prospectus. The second part is the accompanying Prospectus,
which gives more general information and disclosure. To the extent the information contained in this Prospectus Supplement differs from
or is additional to the information contained in the accompanying Prospectus, you should rely only on the information contained in this
Prospectus Supplement. You should read this Prospectus Supplement and the accompanying Prospectus before investing in the Rights.
Cautionary
Notice Regarding Forward-Looking Statements
This Prospectus Supplement, the accompanying Prospectus
and the Fund’s Statement of Additional Information (“SAI”) contain “forward-looking statements.” Forward-looking
statements can be identified by the words “may,” “will,” “intend,” “expect,” “estimate,”
“continue,” “plan,” “anticipate,” and similar terms and the negative of such terms. Such forward-looking
statements may be contained in this Prospectus Supplement as well as in the accompanying Prospectus. By their nature, all forward-looking
statements involve risks and uncertainties, and actual results could differ materially from those contemplated by the forward-looking
statements. Several factors that could materially affect our actual results are the performance of the portfolio of securities we hold,
the price at which our shares will trade in the public markets and other factors discussed in our periodic filings with the SEC. Currently
known risk factors that could cause actual results to differ materially from our expectations include, but are not limited to, the factors
described in the Fund’s Annual Report under the heading “Additional Fund Information—Risk Factors and Special Considerations,”
which is also incorporated by reference into the accompanying Prospectus. We urge you to carefully review that section for a more detailed
discussion of the risks of an investment in our securities.
Although we believe that the expectations expressed
in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in our forward-looking
statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change
and are subject to inherent risks and uncertainties, such as those disclosed in the Fund’s Annual Report under the heading “Additional
Fund Information—Risk Factors and Special Considerations,” which is also incorporated by reference into the Prospectus. All
forward-looking statements contained or incorporated by reference in this Prospectus Supplement or the accompanying Prospectus are made
as of the date of this Prospectus Supplement or the accompanying Prospectus, as the case may be. Except for our ongoing obligations under
the federal securities laws, we do not intend, and we undertake no obligation, to update any forward-looking statement. The forward-looking
statements contained in this Prospectus Supplement, the accompanying Prospectus and the SAI are excluded from the safe harbor protection
provided by section 27A of the Securities Act of 1933, as amended.
Incorporation
by Reference
This Prospectus Supplement and the accompanying
Prospectus are part of a registration statement filed with the SEC. Pursuant to the final rule and form amendments adopted by the
SEC on April 8, 2020, to implement certain provisions of the Economic Growth, Regulatory Relief, and Consumer Protection Act, the
Fund is permitted to “incorporate by reference” the information filed with the SEC, which means that the Fund can disclose
important information to you by referring you to those documents. The information incorporated by reference is considered to be part of
this Prospectus Supplement, and later information that the Fund files with the SEC will automatically update and supersede this information.
The documents listed below, and any reports and
other documents subsequently filed with the SEC pursuant to Rule 30(b)(2) under the 1940 Act and Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the termination of the offering
will be incorporated by reference into this Prospectus Supplement and deemed to be part of this Prospectus Supplement and accompanying
Prospectus from the date of the filing of such reports and documents:
| • | the Fund’s Statement of Additional Information, dated [•], filed with the accompanying Prospectus; |
| • | the Fund’s Annual Report on Form N-CSR for the fiscal period ended [•], filed with the
SEC on [•]; |
| • | the Fund’s Semi-Annual Report on Form N-CSR for the fiscal period ended [•], filed with
the SEC on [•]; |
| • | the Fund’s Proxy Statement on Schedule 14A, filed with the SEC on [•]; and |
| • | the Fund’s description of Common Shares on Form 8-A12B, filed on November 23, 2016. |
You may obtain copies of any information incorporated
by reference into this Prospectus Supplement and accompanying Prospectus at no charge, by calling 1-855-777-8001, by writing to the Fund
or visiting the Fund’s website https://publicsecurities.brookfield.com/en. In addition, the SEC maintains a website at www.sec.gov,
free of charge, that contains these reports, the Fund’s proxy and information statements, and other information relating to the
Fund.
Summary
of The Terms of The Rights Offering
| Terms of the Offer |
[•] transferable subscription right (a “Right”) will be issued for each common share of the Fund (each, a “Common Share,” and collectively, the “Common Shares”) held on the record date. Rights are expected to trade on the [NYSE]. The Rights will allow common stockholders to subscribe for new Common Shares of the Fund. [•] Common Shares of the Fund are outstanding as of [•],[•]. [•] Rights will be required to purchase one Common Share. [An Over-Subscription Privilege will be offered, [subject to the right of the Board of Directors of the Fund (the “Board”) to eliminate the Over-Subscription Privilege.]] [•] Common Shares of the Fund will be issued if all Rights are exercised. [Additional Common Shares will be issued if the Over-Subscription Privilege is exercised.] See “Terms of the Rights Offering.” Any Common Shares issued as a result of the rights offering will not be record date shares for the Fund’s quarterly distribution to be paid on [•], [•] and will not be entitled to receive such dividend. |
| |
|
| Amount Available for Primary Subscription |
Approximately $[•], before expenses. |
| |
|
| Title |
Subscription Rights for Common Shares. |
| |
|
| Subscription Price |
Rights may be exercised at a price of $[•] per Common Share (the “Subscription Price”). See “Terms of the Offer.” |
| |
|
| Record Date |
Rights will be issued to holders of record of the Fund’s Common Shares on, [•] (the “Record Date”). See “Terms of the Offer.” |
| |
|
| Number of Rights Issued |
Right will be issued in respect of each Common Share of the Fund outstanding on the Record Date. See “Terms of the Offer.” |
| Number of Rights Required to Purchase One Common Share |
A holder of Rights may purchase Common Shares of the Fund for every Right exercised. The number of Rights to be issued to a stockholder on the Record Date will be rounded up to the nearest number of Rights evenly divisible by. See “Terms of the Offer.” |
| |
|
| Over-Subscription Privilege |
[To be provided.] |
| |
|
| Transfer of Rights |
The Rights will be transferable. See “Terms of the Rights Offering,” “Sales by Subscription Agent” and “Method of Transferring Rights.” |
| |
|
| Subscription Period |
The Rights may be exercised at any time after issuance and prior to expiration of the Rights, which will be 5:00 PM Eastern Time on, [•] (the “Expiration Date”) (the “Subscription Period”). See “Terms of the Offer” and “Method of Exercise of Rights.” |
| |
|
| Offer Expenses |
The expenses of the Offer are expected to be approximately $[•]. See “Use of Proceeds.” |
| |
|
| Sale of Rights |
[To be provided.] |
| |
|
| Use of Proceeds |
The Fund estimates the net proceeds of the Offer
to be approximately $[•]. The Investment Adviser anticipates that investment of the net proceeds of the Offer in accordance with
the Fund’s investment objective and investment policies will be completed within three months after completion of the Offer. The
Fund intends use the proceeds of the Offer to make investments consistent with its investment objective. See “The Offer—Purpose
of the Offer,” “Investment Objective and Investment Policies” in the accompanying Prospectus. In addition, for information
about the Fund’s Investment Restrictions, see the information contained under the heading “Additional Fund Information—Investment
Restrictions” in the Fund’s Annual Report, which is also incorporated by reference into the SAI.
Pending such investment, it is anticipated that
the proceeds will be invested in cash, cash equivalents or other securities, including U.S. government securities or high quality, short-term
debt securities. The Fund may also use the proceeds for working capital purposes, including the payment of distributions, interest, and
operating expenses, although the Fund currently has no intent to use the net proceeds primarily for these purposes.
|
| Taxation/ERISA |
[To be provided.] |
| |
|
| Subscription Agent |
[To be provided.] |
Description
of The Rights Offering
[To be provided.]
Summary
of Fund Expenses
The following table contains information about
the costs and expenses that holders of Common Shares will bear directly or indirectly. The table is based on the capital structure of
the Fund as of [•], (except as noted below) after giving effect to the anticipated net proceeds of the Common Shares offered by this
Prospectus Supplement and the accompanying Prospectus and assuming the Fund incurs the estimated offering expenses. If the Fund issues
fewer than all of the Common Shares available for sale pursuant to the Distribution Agreement and the net proceeds to the Fund are less,
all other things being equal, the total annual expenses shown would increase. The purpose of the table and the example below is to help
you understand the fees and expenses that you, as a holder of Common Shares, would bear directly or indirectly.
| Shareholder Transaction Expenses |
|
|
|
|
| |
|
|
|
|
| Sales load (as a percentage of offering price) |
|
|
[•] |
%(1) |
| Offering expenses borne by the Fund (as a percentage of offering price) |
|
|
[•] |
%(2) |
| Automatic Dividend Reinvestment Plan fees |
|
|
None |
|
| |
|
As a Percentage of Net Assets
Attributable to Common Shares |
|
| Annual Expenses |
|
|
|
|
| Management fees(3) |
|
|
[•] |
% |
| Interest payments on borrowed funds(4) |
|
|
[•] |
% |
| Other expenses(5) |
|
|
[•] |
% |
| Total annual expenses |
|
|
[•] |
% |
| |
(1) |
Represents the estimated commission with respect to the Common Shares being sold under this Prospectus Supplement and the accompanying Prospectus. There is no guarantee that there will be any sales of Common Shares under this Prospectus Supplement and the accompanying Prospectus. Actual sales of Common Shares under this Prospectus Supplement and the accompanying Prospectus, if any, may be less than as set forth under “Capitalization” below. In addition, the price per Common Share of any such sale may be greater or less than the price set forth under “Capitalization” below, depending on market price of the Common Shares at the time of any such sale. |
| |
(2) |
Assumes the sale of [•] Common Shares at a sales price of $[•] per Common Share, which represents the last reported sales price of the Common Shares on the NYSE on [•]. There is no guarantee that there will be any sales of Common Shares under this Prospectus Supplement and the accompanying Prospectus. Actual sales, if any, of the Common Shares under this Prospectus Supplement and the accompanying Prospectus may be at a price greater or less than $[•] per Common Shares, depending on the market price of the Common Shares at the time of any such sale. |
| |
(3) |
The Fund pays the Adviser an annual fee, payable monthly, in an amount equal to 1.00% of the Fund’s average daily Managed Assets (net assets plus any assets attributable to financial leverage). The fee shown above is based upon outstanding financial leverage of [•]% of the Fund’s Managed Assets (the total assets of the Fund, including the assets attributable to the proceeds from any forms of financial leverage, minus liabilities, other than liabilities related to any financial leverage). If financial leverage of more than [•]% of the Fund’s Managed Assets is used, the management fees shown would be higher. |
| |
(4) |
Assumes financial leverage of [•]% of the Fund’s Managed Assets, based upon the Fund’s outstanding borrowings as of [•], after giving effect to anticipated net proceeds of the offering of approximately $[•] in borrowings outstanding under the Fund’s credit facility and $[•] of reverse repurchase agreements at a weighted average daily interest rate of [•]% and [•]% for the credit facility and reverse repurchase agreements, respectively. |
| |
(5) |
Other expenses are estimated based upon those incurred during the fiscal period ended [•]. |
Example
The following example illustrates the expenses
that you would pay on a $1,000 investment in Common Shares, assuming (1) “Total annual expenses” of [•]% of net
assets attributable to Common Shares, (2) the sales load of $[•] and estimated offering expenses of $[•], and (3) a
5% annual return*:
| |
|
1 Year |
|
|
3 Years |
|
|
5 Years |
|
|
10 Years |
|
| Total Expenses Incurred |
|
$ |
[•] |
|
|
$ |
[•] |
|
|
$ |
[•] |
|
|
$ |
[•] |
|
| |
* |
The example should not be considered a representation of future expenses or returns. Actual expenses may be higher or lower than those assumed. Moreover, the Fund’s actual rate of return may be higher or lower than the hypothetical 5% return shown in the example. The example assumes that the estimated “Other expenses” set forth in the Annual Expenses table are accurate and that all dividends and distributions are reinvested at NAV. |
Use
of Proceeds
The Fund estimates the net proceeds of the Offer
to be $[•], based on the Subscription Price per share of $[•].
The Fund intends to invest the net proceeds of
the Offer under this Prospectus Supplement and the accompanying Prospectus in accordance with its investment objective and policies as
stated in the accompanying Prospectus. It is currently anticipated that the Fund will be able to invest substantially all of the net proceeds
of the offering in accordance with its investment objective and policies within three months after receipt of such proceeds. See “The
Offer—Purpose of the Offer,” “Investment Objective and Investment Policies” in the accompanying Prospectus. In
addition, for information about the Fund’s Investment Restrictions, see the information contained under the heading “Additional
Fund Information—Investment Restrictions” in the Fund’s Annual Report, which is also incorporated by reference into
the SAI. Pending such investment, it is anticipated that the proceeds will be invested in cash, cash equivalents or other securities,
including U.S. government securities or high quality, short-term debt securities. The Fund may also use the proceeds for working capital
purposes, including the payment of distributions, interest, and operating expenses, although the Fund currently has no intent to use the
net proceeds primarily for these purposes.
Capitalization
[To be provided.]
Price
Range of Common Shares
The following table sets forth the high and low
market prices for the Common Shares on the NYSE, for each full quarterly period during the last two fiscal years and during the current
fiscal year period, along with the NAV and discount or premium to NAV for each quotation.
| | |
Market Price ($) | | |
| Net Asset Value ($) | | |
| Premium/ (discount) to
net asset value | |
| | |
| High | | |
| Low | | |
| High | | |
| Low | | |
| High | | |
| Low | |
| Period Ended | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| [•] | |
| [•] | | |
| [•] | | |
| [•] | | |
| [•] | | |
| [•] | % | |
| [•] | % |
| [•] | |
| [•] | | |
| [•] | | |
| [•] | | |
| [•] | | |
| [•] | % | |
| [•] | % |
| [•] | |
| [•] | | |
| [•] | | |
| [•] | | |
| [•] | | |
| [•] | % | |
| [•] | % |
| [•] | |
| [•] | | |
| [•] | | |
| [•] | | |
| [•] | | |
| [•] | % | |
| [•] | % |
| [•] | |
| [•] | | |
| [•] | | |
| [•] | | |
| [•] | | |
| [•] | % | |
| [•] | % |
| [•] | |
| [•] | | |
| [•] | | |
| [•] | | |
| [•] | | |
| [•] | % | |
| [•] | % |
| [•] | |
| [•] | | |
| [•] | | |
| [•] | | |
| [•] | | |
| [•] | % | |
| [•] | % |
| [•] | |
| [•] | | |
| [•] | | |
| [•] | | |
| [•] | | |
| [•] | % | |
| [•] | % |
| [•] | |
| [•] | | |
| [•] | | |
| [•] | | |
| [•] | | |
| [•] | % | |
| [•] | % |
Set forth below is information with respect to
the Fund’s outstanding securities as of [•]:
| Title of Class |
|
Amount
Authorized |
|
Amount Held
by the Fund
or for its
Account |
|
Amount
Outstanding
Exclusive of
Common Shares
Held by the Fund
or for its Own
Account |
| Common Shares |
|
[•] |
|
[•] |
|
[•] |
On [•], the Fund’s NAV was $[•]
and the last reported sale price of a Common Share on the NYSE was $[•], representing a [•]% premium to such NAV. The Fund cannot
predict whether its Common Shares will trade in the future at a premium to or discount from NAV, or the level of any premium or discount.
Special
Characteristics and Risks of The Rights Offering
Risk is inherent in all investing. Therefore,
before investing in Common Shares, you should consider the risks associated with such an investment carefully. The following summarizes
some of the matters that you should consider before investing in the Fund through the Offer. For additional information regarding risks
of investing in the Fund, please see the information disclosed in the Fund’s Annual Report under the heading “Additional Fund
Information—Risk Factors and Special Considerations,” which is also incorporated by reference into the accompanying Prospectus.
Risks of Investing in Rights. Shares of
closed-end investment companies, such as the Fund, frequently trade at a price below their NAV, commonly referred to as a “discount.”
In the past, common shares of the Fund have generally traded at a discount, but have, on occasion, traded at a premium. The Subscription
Price may be greater than the market price of a Common Share on the Expiration Date. In such case, the Rights will have no value, and
a person who exercises Rights will experience an immediate loss of value.
Dilution. As with any security, the price
of the Fund’s Common Shares fluctuates with market conditions and other factors. [The Common Shares are currently trading at a [discount/premium]
to their net asset value.] However, shares of closed-end investment companies frequently trade at a discount from their net asset values.
This characteristic is a risk separate and distinct from the risk that the Fund’s net asset value could decrease as a result of
its investment activities and may be greater for stockholders expecting to sell their Common Shares in a relatively short period of time
following completion of this Rights offering. The net asset value of the Common Shares will be reduced immediately following this Rights
offering as a result of the payment of certain offering costs.
If you do not exercise all of your Rights, you
may own a smaller proportional interest in the Fund when the Rights offering is over. In addition, you will experience an immediate dilution
of the aggregate net asset value per share of your Common Share if you do not participate in the Rights offering and will experience a
reduction in the net asset value per share whether or not you exercise your Rights, if the Subscription Price is below the Fund’s
net asset value per Common Share on the Expiration Date, because:
| • | the offered Common Shares are being sold at less than their current net asset value; |
| • | you will indirectly bear the expenses of the Rights offering; and |
| • | the number of Common Shares outstanding after the Rights offering will have increased proportionately
more than the increase in the amount of the Fund’s net assets. |
On the other hand, if the Subscription Price is
above the Fund’s net asset value per share on the Expiration Date, you may experience an immediate accretion of the aggregate net
asset value per Common Share even if you do not exercise your Rights and an immediate increase in the net asset value per Common Share
whether or not you participate in the Offer, because:
| • | the offered Common Shares are being sold at more than their current net asset value after deducting the
expenses of the Rights offering; and |
| • | the number of Common Shares outstanding after the Rights offering will have increased proportionately
less than the increase in the amount of the Fund’s net assets. |
[Furthermore, if you do not participate in the
Over-Subscription Privilege, if it is available, your percentage ownership may also be diluted.] The Fund cannot state precisely the amount
of any dilution because it is not known at this time what the net asset value per share will be on the Expiration Date or what proportion
of the Rights will be exercised. The impact of the Rights offering on net asset value per share is shown by the following examples, assuming
a $[•] Subscription Price:
| Scenario 1: (assumes net asset value per share is above subscription price)(1) | |
| | |
| NAV | |
$ | [•] | |
| Subscription Price | |
$ | [•] | |
| Reduction in NAV($)(2) | |
| [•] | |
| Reduction in NAV(%) | |
| | |
| Scenario 2: (assumes net asset value per share is below subscription price)(1) | |
| | |
| NAV | |
$ | [•] | |
| Subscription Price | |
$ | [•] | |
| Increase in NAV($)(2) | |
$ | [•] | |
| Increase in NAV(%) | |
| [•] | |
| (1) | [Both examples assume the full Primary Subscription and Secondary Over-Subscription Privilege are exercised.]
Actual amounts may vary due to rounding. |
| (2) | Assumes $[•] in estimated offering expenses. |
If you do not wish to exercise your Rights, you
should consider selling them as set forth in this Prospectus Supplement. Any cash you receive from selling your Rights may serve as partial
compensation for any possible dilution of your interest in the Fund. The Fund cannot give assurance, however, that a market for the Rights
will develop or that the Rights will have any marketable value.
[The Fund’s largest stockholders could increase
their percentage ownership in the Fund through the exercise of the Primary Subscription and Over-Subscription Privilege.]
Leverage. Leverage creates a greater risk
of loss, as well as a potential for more gain, for the Common Shares than if leverage were not used. Following the completion of the Offer,
the Fund’s amount of leverage outstanding will decrease. The leverage of the Fund as of [•] was [•]%. After the completion
of the Offer, the leverage of the Fund is expected to decrease to [•]%. The use of leverage for investment purposes creates opportunities
for greater total returns but at the same time increases risk. When leverage is employed, the net asset value, market price of the Common
Shares and the yield to holders of Common Shares may be more volatile. Any investment income or gains earned with respect to the amounts
borrowed in excess of the interest due on the borrowing will augment the Fund’s income. Conversely, if the investment performance
with respect to the amounts borrowed fails to cover the interest on such borrowings, the value of the Fund’s Common Shares may decrease
more quickly than would otherwise be the case, and distributions on the Common Shares would be reduced or eliminated. Interest payments
and fees incurred in connection with such borrowings will reduce the amount of net income available for distribution to common stockholders.
Because the fee paid to the Investment Adviser
is calculated on the basis of the Fund’s average weekly net assets, the dollar amount of the management fee paid by the Fund to
the Investment Adviser will be higher (and the Investment Adviser will be benefited to that extent) when leverage is utilized. The Investment
Adviser will utilize leverage only if it believes such action would result in a net benefit to the Fund’s stockholders after taking
into account the higher fees and expenses associated with leverage (including higher management fees).
The Fund’s leveraging strategy may not be
successful.
Increase in Share Price Volatility; Decrease
in Share Price. The Offer may result in an increase in trading of the Common Shares, which may increase volatility in the market price
of the Common Shares. The Offer may result in an increase in the number of stockholders wishing to sell their Common Shares, which would
exert downward price pressure on the price of Common Shares.
Under-Subscription. It is possible that
the Offer will not be fully subscribed. Under-subscription of the Offer could have an impact on the net proceeds of the Offer and whether
the Fund achieves any benefits.
Taxation
[To be provided.]
Recent
Developments
[To be provided.]
Legal
Matters
Certain legal matters will be passed on by Paul
Hastings LLP, 200 Park Avenue, New York, New York 10166, in connection with the offering of the Common Shares.
Certain legal matters will be passed on by Venable
LLP in connection with the offering of the Common Shares as Maryland counsel to the Fund.
Available
Information
We are subject to the informational requirements
of the Exchange Act and the 1940 Act and are required to file reports, including annual and semi-annual reports, proxy statements and
other information with the Commission. These documents are available on the SEC’s website at www.sec.gov.
This Prospectus Supplement and the accompanying
Prospectus do not contain all of the information in our registration statement, including amendments, exhibits, and schedules. Statements
in this Prospectus Supplement and the accompanying Prospectus about the contents of any contract or other document are not necessarily
complete, and in each instance, reference is made to the copy of the contract or other document filed as an exhibit to the registration
statement, each such statement being qualified in all respects by this reference.
Additional information about us can be found in
our registration statement (including amendments, exhibits, and schedules) on Form N-2 filed with the SEC. The SEC maintains a website
(http://www.sec.gov) that contains our registration statement, other documents incorporated by reference, and other information
we have filed electronically with the SEC, including proxy statements and reports filed under the Exchange Act.
Brookfield Real Assets Income Fund Inc.
Common Shares
Issuable Upon Exercise of Rights to
Subscribe to Such Common Shares
PROSPECTUS SUPPLEMENT
[•]
Exhibit (t)(4)
Filed Pursuant to Rule 424(b)
Registration Statement No. 333-[•]
FORM PROSPECTUS SUPPLEMENT
(To Prospectus Dated [•])
[•] Rights for [•] Shares
Subscription Rights for [•]% Series [•]
[Cumulative] Preferred Shares
Brookfield Real Assets Income Fund Inc. (the “Fund,”
“we,” “us” or “our”) is issuing subscription rights (the “Rights”) to our [common] [preferred]
stockholders to purchase shares of [•]% Series [•] Preferred Shares (the “Series [•] Preferred Shares”).
The Fund is a diversified, closed-end management
investment company that commenced investment operations in December 2016. Our investment objective is to seek high total return,
primarily through high current income and secondarily, through growth of capital.
The Fund’s common shares of stock, par value
$0.001 (the “Common Shares”), are listed on the New York Stock Exchange (“NYSE”) and trade under the ticker symbol
“RA.” On [•] (the last trading date prior to the Common Shares trading ex-Rights), the last reported net asset value
per share of the Common Shares was $[•] and the last reported sales price per Common Share on the NYSE was $[•].
Investing
in our securities involves certain risks. You could lose some or all of your investment. Shares of closed-end investment companies frequently
trade at a discount to their net asset value and this may increase the risk of loss to purchasers of our securities. You should carefully
consider these risks together with all of the other information contained in this Prospectus Supplement and the accompanying Prospectus
before making a decision to purchase our securities.
Neither the Securities and Exchange Commission
(the “SEC”) nor any state securities commission has approved or disapproved these securities or determined if this Prospectus
Supplement is truthful or complete. Any representation to the contrary is a criminal offense.
You should rely only on the information contained
or incorporated by reference in this Prospectus Supplement and the accompanying Prospectus. The Fund has not authorized anyone to provide
you with different information. The Fund is not making an offer to sell these securities in any jurisdiction where the offer or sale is
not permitted. You should not assume that the information contained in this Prospectus Supplement and the accompanying Prospectus is accurate
as of any date other than the date of this Prospectus Supplement and the accompanying Prospectus, respectively. Our business, financial
condition, results of operations and prospects may have changed since those dates. In this Prospectus Supplement and in the accompanying
Prospectus, unless otherwise indicated, “Fund,” “us,” “our” and “we” refer to Brookfield
Real Assets Income Fund Inc. This Prospectus Supplement also includes trademarks owned by other persons.
As permitted by regulations adopted by the SEC,
paper copies of the Fund’s annual and semi-annual shareholder reports are no longer sent by mail, unless you specifically requested
to receive paper copies of the reports. Instead, the reports are available on the Fund’s website (https://publicsecurities.brookfield.com/en).
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 by this 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 (855) 777-8001 or by sending an email
request to the Fund at publicsecurities.enquiries@brookfield.com.
You may elect to receive all future reports in
paper free of charge. If you invest through a financial 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 (855) 777-8001 or send
an email request to the Fund at publicsecurities.enquiries@brookfield.com to let the Fund know you wish to continue receiving paper copies
of your 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 with the fund complex if you invest directly with the Fund.
Capitalized terms used herein that are not otherwise
defined shall have the meanings assigned to them in the accompanying Prospectus.
____________________________________________________________
Prospectus Supplement dated [•]
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
| About this Prospectus Supplement |
|
RR-1 |
| Cautionary Notice Regarding Forward-Looking Statements |
|
RR-1 |
| Incorporation by Reference |
|
RR-1 |
| Summary of The Terms of The Rights Offering |
|
RR-2 |
| Terms of the Series [•] Preferred Shares |
|
RR-3 |
| Description of The Rights Offering |
|
RR-4 |
| Use of Proceeds |
|
RR-4 |
| Capitalization |
|
RR-4 |
| Asset Coverage Ratio |
|
RR-4 |
| Special Characteristics and Risks of the Series [•] Preferred Shares |
|
RR-4 |
| Description of the Series [•] Preferred Shares |
|
RR-4 |
| Taxation |
|
RR-5 |
| Recent Developments |
|
RR-5 |
| Legal Matters |
|
RR-5 |
| Available Information |
|
RR-5 |
Prospectus
| Cautionary Notice Regarding Forward-Looking Statements |
[•] |
| Prospectus Summary |
[•] |
| Summary of Fund Expenses |
[•] |
| The Offer |
[•] |
| The Fund |
[•] |
| Use of Proceeds |
[•] |
| Description of Common Shares |
[•] |
| Investment Objective and Principal Investment Policies |
[•] |
| Risk Factors and Special Considerations |
[•] |
| Management of the Fund |
[•] |
| Dividends and Distributions |
[•] |
| Dividend Reinvestment Plan |
[•] |
| Description of Capital Structure |
[•] |
| Certain Provisions of Maryland Law and the Fund’s Charter and Bylaws |
[•] |
| Closed-End Fund Structure |
[•] |
| Repurchase of Common Shares |
[•] |
| Net Asset Value |
[•] |
| Limitation on Directors’ and Officers’ Liability |
[•] |
| Taxation |
[•] |
| Plan of Distribution |
[•] |
| Custodian, Sub-Administrator, Fund Accountant, Transfer Agent and Dividend Disbursing Agent |
[•] |
| Legal Matters |
[•] |
| Independent Registered Public Accounting Firm |
[•] |
| Additional Information |
[•] |
| Privacy Principles of the Fund |
[•] |
| Table of Contents of SAI |
[•] |
About
this Prospectus Supplement
You should rely only on the information contained
or incorporated by reference in this Prospectus Supplement and the accompanying Prospectus. The Fund has not, and the underwriters have
not, authorized anyone to provide you with inconsistent information. If anyone provides you with inconsistent information, you should
not assume that the Fund or the underwriters have authorized or verified it. The Fund is not, and the underwriters are not, making an
offer of these securities in any state where the offer is not permitted. You should not assume that the information contained in this
Prospectus Supplement and the accompanying Prospectus is accurate as of any date other than the date on the front hereof or thereof. The
Fund’s business, financial condition, results of operations and prospects may have changed since those dates.
This document has two parts. The first part is
this Prospectus Supplement, which describes the terms of this offering of Rights to our [common] [preferred] stockholders to purchase
additional shares of the Series [•] Preferred Shares and also adds to and updates information contained in the accompanying
Prospectus. The second part is the accompanying Prospectus, which gives more general information and disclosure. To the extent the information
contained in this Prospectus Supplement differs from or is additional to the information contained in the accompanying Prospectus, you
should rely only on the information contained in this Prospectus Supplement. You should read this Prospectus Supplement and the accompanying
Prospectus before investing in the Rights.
Cautionary
Notice Regarding Forward-Looking Statements
This Prospectus Supplement, the accompanying Prospectus
and the Fund’s Statement of Additional Information (“SAI”) contain “forward-looking statements.” Forward-looking
statements can be identified by the words “may,” “will,” “intend,” “expect,” “estimate,”
“continue,” “plan,” “anticipate,” and similar terms and the negative of such terms. Such forward-looking
statements may be contained in this Prospectus Supplement as well as in the accompanying Prospectus. By their nature, all forward-looking
statements involve risks and uncertainties, and actual results could differ materially from those contemplated by the forward-looking
statements. Several factors that could materially affect our actual results are the performance of the portfolio of securities we hold,
the price at which our shares will trade in the public markets and other factors discussed in our periodic filings with the SEC. Currently
known risk factors that could cause actual results to differ materially from our expectations include, but are not limited to, the factors
described in the Fund’s Annual Report under the heading “Additional Fund Information—Risk Factors and Special Considerations,”
which is also incorporated by reference into the accompanying Prospectus. We urge you to carefully review that section for a more detailed
discussion of the risks of an investment in our securities.
Although we believe that the expectations expressed
in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in our forward-looking
statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change
and are subject to inherent risks and uncertainties, such as those disclosed in the Fund’s Annual Report under the heading “Additional
Fund Information—Risk Factors and Special Considerations,” which is also incorporated by reference into the accompanying Prospectus.
All forward-looking statements contained or incorporated by reference in this Prospectus Supplement or the accompanying Prospectus are
made as of the date of this Prospectus Supplement or the accompanying Prospectus, as the case may be. Except for our ongoing obligations
under the federal securities laws, we do not intend, and we undertake no obligation, to update any forward-looking statement. The forward-looking
statements contained in this Prospectus Supplement, the accompanying Prospectus and the SAI are excluded from the safe harbor protection
provided by section 27A of the Securities Act of 1933, as amended.
Incorporation
by Reference
This Prospectus Supplement and the accompanying
Prospectus are part of a registration statement filed with the SEC. Pursuant to the final rule and form amendments adopted by the
SEC on April 8, 2020, to implement certain provisions of the Economic Growth, Regulatory Relief, and Consumer Protection Act, the
Fund is permitted to “incorporate by reference” the information filed with the SEC, which means that the Fund can disclose
important information to you by referring you to those documents. The information incorporated by reference is considered to be part of
this Prospectus Supplement, and later information that the Fund files with the SEC will automatically update and supersede this information.
The documents listed below, and any reports and
other documents subsequently filed with the SEC pursuant to Rule 30(b)(2) under the 1940 Act and Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the termination of the offering
will be incorporated by reference into this Prospectus Supplement and deemed to be part of this Prospectus Supplement and accompanying
Prospectus from the date of the filing of such reports and documents:
| • | the Fund’s Statement of Additional Information, dated [•], filed with the accompanying Prospectus; |
| • | the Fund’s Annual Report on Form N-CSR for the fiscal period ended [•], filed with the
SEC on [•]; |
| • | the Fund’s Semi-Annual Report on Form N-CSR for the fiscal period ended [•], filed with
the SEC on [•]; |
| • | the Fund’s Proxy Statement on Schedule 14A, filed with the SEC on [•]; and |
| • | the Fund’s description of Common Shares on Form 8-A12B, filed on November 23, 2016. |
You may obtain copies of any information incorporated
by reference into this Prospectus Supplement and accompanying Prospectus at no charge, by calling 1-855-777-8001, by writing to the Fund
or visiting the Fund’s website https://publicsecurities.brookfield.com/en. In addition, the SEC maintains a website at www.sec.gov,
free of charge, that contains these reports, the Fund’s proxy and information statements, and other information relating to the
Fund.
Summary
of The Terms of The Rights Offering
| Terms of the Offer |
[To be provided.] |
| |
|
| Amount Available for Primary Subscription |
[To be provided.] |
| |
|
| Title |
Subscription Rights for Series [•] Preferred Shares. |
| |
|
| Exercise Price |
Rights may be exercised at a price of $[•] per share (the “Subscription Price”). See “Terms of the Offer.” |
| |
|
| Record Date |
Rights will be issued to holders of record of the Fund’s [Common or Preferred] Stock on, [•] (the “Record Date”). See “Terms of the Offer.” |
| |
|
| Number of Rights Issued |
Rights will be issued in respect of each share of [Common or Preferred] Stock of the Fund outstanding on the Record Date. See “Terms of the Offer.” |
| |
|
| Number of Rights Required to Purchase One Series [•] Preferred Share |
A holder of Rights may purchase a Series [•] Preferred Share of the Fund for every Right exercised. The number of Rights to be issued to a stockholder on the Record Date will be rounded up to the nearest number of Rights evenly divisible by [•]. See “Terms of the Offer.” |
| |
|
| Over-Subscription Privilege |
[To be provided.] |
| |
|
| Transfer of Rights |
[To be provided.] |
| |
|
| Exercise Period |
The Rights may be exercised at any time after issuance and prior to expiration of the Rights, which will be 5:00 PM Eastern Time on [•] (the “Expiration Date”), (the “Subscription Period”). See “Terms of the Offer” and “Method of Exercise of Rights.” |
| Offer Expenses |
The expenses of the Offer are expected to be approximately $[•]. See “Use of Proceeds.” |
| |
|
| Sale of Rights |
[To be provided.] |
| |
|
| Use of Proceeds |
The Fund estimates the net proceeds of the Offer
to be approximately $[•]. This figure is based on the Exercise Price per share of $ and assumes all new shares of Series [•]
Preferred Shares offered are sold and that the expenses related to the Offer estimated at approximately $[•] are paid.
The Investment Adviser anticipates that investment
of the proceeds will be made in accordance with the Fund’s investment objective and investment policies as appropriate investment
opportunities are identified, which is expected to be substantially completed in approximately three months; however, the identification
of appropriate investment opportunities pursuant to the Fund’s investment style or changes in market conditions may cause the investment
period to extend as long as six months. Pending such investment, the proceeds will be held in high-quality, short-term debt securities
and instruments. See “Use of Proceeds.”
|
| Taxation/ERISA |
[To be provided.] |
| |
|
| Subscription Agent |
[To be provided.] |
Terms
of the Series [•] Preferred Shares
| Dividend Rate |
Dividends and distributions on Shares of Series [•] Preferred Shares are cumulative from their original issue date at the annual rate of [•]%. |
| |
|
| Dividend Payment Rate |
Holders of Shares of Series [•] Preferred Shares shall be entitled to receive, when, as and if declared by, or under authority granted by, the Fund’s Board of Directors (the “Board of Directors,” or the “Board”), out of funds legally available therefor, cumulative cash dividends and distributions. Dividends and distributions will be paid [•], commencing on [•]. |
| |
|
| Liquidation Preference |
$[•] per share. |
| |
|
| [Non-Call Period] |
[The Shares of Series [•] Preferred
Shares generally may not be called for redemption at the option of the Fund prior to [•]. The Fund reserves the right, however, to
redeem the Shares of Series [•] Preferred Shares at any time if it is necessary, in the judgment of the Board of Directors,
to meet tax, regulatory or rating agency asset coverage requirements.
Commencing [•], and thereafter, to the extent
permitted by the 1940 Act, and Maryland law, the Fund may at any time, upon notice of redemption, redeem the Shares of Series [•]
Preferred Shares in whole or in part at the liquidation preference per share, plus accumulated unpaid dividends through the date of redemption.]
|
| [Stock Exchange Listing] |
Application will be made to list the Shares of Series [•] Preferred Shares on the [NYSE]. Prior to the offering, there has been no public market for Shares of Series [•] Preferred Shares. It is anticipated that trading on the [NYSE] will begin within [•] days from the date of this Prospectus Supplement. |
Description
of The Rights Offering
[To be provided.]
Use
of Proceeds
The Fund estimates the net proceeds of the Offer
to be $[•], based on the Subscription Price per share of $[•].
The Fund intends to invest the net proceeds of
the Offer under this Prospectus Supplement and the accompanying Prospectus in accordance with its investment objective and policies as
stated in the accompanying Prospectus. It is currently anticipated that the Fund will be able to invest substantially all of the net proceeds
of the offering in accordance with its investment objective and policies within three months after receipt of such proceeds. See “The
Offer—Purpose of the Offer,” and “Investment Objective and Investment Policies” in the accompanying Prospectus
and the information contained under the heading “Additional Information About the Fund—Investment Restrictions” in the
Fund’s Annual Report, which is also incorporated by reference into the SAI. Pending such investment, it is anticipated that the
proceeds will be invested in cash, cash equivalents or other securities, including U.S. government securities or high quality, short-term
debt securities. The Fund may also use the proceeds for working capital purposes, including the payment of distributions, interest, and
operating expenses, although the Fund currently has no intent to use the net proceeds primarily for these purposes.
Capitalization
[To be provided.]
Asset
Coverage Ratio
Pursuant to the 1940 Act, the Fund generally will
not be permitted to declare any dividend, or declare any other distribution, upon any outstanding Common Shares, or purchase any such
Common Shares, unless, in every such case, all preferred shares issued by the Fund have at the time of declaration of any such dividend
or distribution or at the time of any such purchase, an asset coverage of at least 200% (“1940 Act Asset Coverage Requirement”)
after deducting the amount of such dividend, distribution or purchase price, as the case may be. As of the date of this Prospectus Supplement,
all of the Fund’s outstanding preferred shares are expected to have asset coverage on the date of issuance of the Series [•]
Preferred Shares of approximately [•]%.
In addition to the 1940 Act Asset Coverage Requirement,
the Fund is subject to certain restrictions on investments imposed by guidelines of one or more rating agencies, which have issued ratings
for certain of the preferred shares and may issue a rating for the Series [•] Preferred Shares.
Special
Characteristics and Risks of the Series [•] Preferred Shares
[To be provided.]
Description
of the Series [•] Preferred Shares
[To be provided.]
Taxation
[To be provided.]
Recent
Developments
[To be provided.]
Legal
Matters
Certain legal matters will be passed on by Paul Hastings LLP, 200
Park Avenue, New York, New York 10166, in connection with the offering of the preferred shares.
Certain legal matters will be passed on by Venable
LLP in connection with the offering of the preferred shares as Maryland counsel to the Fund.
Available
Information
We are subject to the informational requirements
of the Exchange Act and the 1940 Act and are required to file reports, including annual and semi-annual reports, proxy statements and
other information with the Commission. These documents are available on the SEC’s website at www.sec.gov.
This Prospectus Supplement and the accompanying
Prospectus do not contain all of the information in our registration statement, including amendments, exhibits, and schedules. Statements
in this Prospectus Supplement and the accompanying Prospectus about the contents of any contract or other document are not necessarily
complete, and in each instance, reference is made to the copy of the contract or other document filed as an exhibit to the registration
statement, each such statement being qualified in all respects by this reference.
Additional information about us can be found in
our registration statement (including amendments, exhibits, and schedules) on Form N-2 filed with the SEC. The SEC maintains a website
(http://www.sec.gov) that contains our registration statement, other documents incorporated by reference, and other information
we have filed electronically with the SEC, including proxy statements and reports filed under the Exchange Act.
Brookfield Real Assets Income Fund Inc.
Shares
% Series [•] [Cumulative] Preferred
Shares
(Liquidation Preference $[•] per share)
PROSPECTUS SUPPLEMENT
[•]
Exhibit (t)(5)
BROOKFIELD REAL ASSETS INCOME FUND INC.
POWER OF ATTORNEY
Each of the undersigned directors
of Brookfield Real Assets Income Fund Inc., a Maryland corporation (the "Fund"), hereby constitutes and appoints Brian F. Hurley,
Craig A. Ruckman, and Casey P. Tushaus with full power to act without the other and with full power of substitution and re-substitution,
as his true and lawful attorney-in-fact and agent to execute in his name, place and stead, and on his behalf, in the capacities indicated
below, the Registration Statement on Form N-2, including any pre-effective amendments and/or any post effective amendments thereto and
any other filings in connection therewith, and to file the same under the Securities Act of 1933, as amended, or the Investment Company
Act of 1940, as amended, or otherwise, with respect to the registration of the Fund, the registration or offering of the Fund's shares
of common stock; granting to each such attorney-in-fact and agent full power of substitution and revocation in the premises; and ratifying
and confirming any and all that each such attorney-in-fact and agent, or any of them, shall do or cause to be done by virtue hereof.
This Power of Attorney may
be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.
IN WITNESS WHEREOF, each
of the undersigned has executed this Power of Attorney, effective as of the 16th day of November, 2023.
| /s/ Edward Kuczmarski | |
/s/ William H. Wright II |
| Edward Kuczmarski | |
William H. Wright II |
| Director | |
Director |
| /s/ Stuart McFarland | |
/s/ Heather Goldman |
| Stuart McFarland | |
Heather Goldman |
| Director | |
Director |
| /s/
David Levi |
|
|
| David Levi |
|
|
| Director |
|
|
Exhibit (t)(6)
BROOKFIELD REAL ASSETS INCOME FUND INC.
POWER OF ATTORNEY
The undersigned director of Brookfield Real Assets Income Fund Inc., a Maryland corporation (the “Fund”), hereby constitutes
and appoints Brian F. Hurley, Craig A. Ruckman and Casey P. Tushaus with full power to act without the other and with full power of substitution
and re-substitution, as her true and lawful attorney-in-fact and agent to execute in her name, place and stead, and on her behalf, in
the capacities indicated below, the Registration Statement on Form N-2, including any pre-effective amendments and/or any post effective
amendments thereto and any other filings in connection therewith, and to file the same under the Securities Act of 1933, as amended, or
the Investment Company Act of 1940, as amended, or otherwise, with respect to the registration of the Fund, the registration or offering
of the Fund’s shares of common stock; granting to each such attorney-in-fact and agent full power of substitution and revocation
in the premises; and ratifying and confirming any and all that each such attorney-in-fact and agent, or any of them, shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, effective as of the 9th day of January,
2024.
| | /s/ Betty Whelchel |
| | Betty Whelchel |
| | Director |
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