N-2 | Sep. 18, 2023 USD ($) shares |
Cover [Abstract] | | |
Entity Central Index Key | 0001955857 | |
Amendment Flag | false | |
Document Type | 424B3 | |
Entity Registrant Name | BROOKFIELD INFRASTRUCTURE INCOME FUND INC. | |
Fee Table [Abstract] | | |
Shareholder Transaction Expenses [Table Text Block] | Class I Class D Class S Class T Stockholder Transaction Expenses Maximum Front-End Sales Load ( as a percentage of the offering price 1 None 2.00% 3.50% 3.50% Maximum Repurchase Fee 2 2.00% 2.00% 2.00% 2.00% 1 Quasar Distributors, LLC (the “Distributor”) is the principal underwriter and distributor of the Shares and serves in that capacity on a best efforts basis, subject to various conditions. Shares may be offered through Selling Agents that have entered into selling agreements with the Distributor. Selling Agents typically receive the front-end sales load with respect to Class D, Class S, and Class T Shares purchased by investors. The Distributor does not retain any portion of the front-end sales load fees. Class D, Class S, and Class T Shares are each subject to a maximum front-end sales load of up to 2.00%, 3.50%, and 3.50% of the offering price, respectively. For Class T Shares, the 3.50% includes a maximum of 3.00% for upfront selling commissions and 0.50% for the dealer fee, for a total front-end sales load of up to 3.50%. However, purchases of Class D Shares, Class S Shares, and Class T Shares may be eligible for a front-end sales load discount. See “ Plan of Distribution-Sales Load 2 A 2% Early Repurchase Fee payable to the Fund will be charged with respect to the repurchase of a stockholder’s Shares at any time prior to the day immediately preceding the one-year anniversary of a stockholder’s purchase of the Shares (on a “first in-first out” basis). An Early Repurchase Fee payable by a stockholder may be waived by the Fund, in circumstances where the Board of Directors determines that doing so is in the best interests of the Fund and in a manner as will not discriminate unfairly against any stockholder. The Early Repurchase Fee will be retained by the Fund for the benefit of the remaining stockholders. See “ Repurchases | |
Other Transaction Expenses [Abstract] | | |
Annual Expenses [Table Text Block] | Annual Fund Expenses (as a percentage of Net Assets attributable to Shares) Management Fee 3 1.25% 1.25% 1.25% 1.25% Incentive Fee 4 0.63% 0.63% 0.63% 0.63% Distribution and/or Shareholder Servicing Fees 5 None 0.25% 0.85% 0.85% Interest Payments on Borrowed Funds 6 0.20% 0.20% 0.20% 0.20% Other Expenses 7 Operating Expenses 0.23% 0.23% 0.23% 0.23% Organizational and Offering Costs 8 0.35% 0.35% 0.35% 0.35% Total Annual Fund Operating Expenses 2.66% 2.91% 3.51% 3.51% Fees Waived and/or Expenses Reimbursed or Recouped 9 - - - - Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement or Recoupment 2.66% 2.91% 3.51% 3.51% 3 Pursuant to the Advisory Agreement, the Adviser receives a Management Fee payable quarterly in arrears and calculated monthly at the annual rate of 1.25% of the value of the Fund’s net assets, which is calculated as of the close of business on the last business day of each month. 4 Pursuant to the Advisory Agreement, the Adviser receives an Incentive Fee accrued monthly and payable annually in arrears in an amount equal to 12.5% of the Fund Income for the applicable year. The Fund looks through the total return swap contracts and counts the underlying reference assets as investments for purposes of calculating the Incentive Fee. See “ Management of the Fund-The Advisory Agreement 5 The maximum annual rate at which Distribution and/or Shareholder Servicing Fees may be paid is as follows: (a) for Class S Shares and Class T Shares, 0.85% of NAV per annum (consisting of a 0.60% Distribution Fee and a 0.25% Servicing Fee); and (b) for Class D Shares, 0.25% of NAV per annum (consisting entirely of a Servicing fee). Class I Shares have no Distribution or Shareholder Servicing Fees. 6 The table assumes the use of leverage in an amount equal to 2.50% of the Fund’s net assets (after the leverage is incurred) and assumes the annual interest rate on borrowings is 8.00%. The Fund’s actual interest costs associated with leverage may differ from the estimates above. 7 “Other Expenses” are estimated based on average Fund net assets of approximately $2 billion and anticipated expenses for the current fiscal year. In addition to the fees of the Adviser, the Fund is responsible for the payment of all its “Other Expenses” incurred in the operation of the Fund, which include, among other things, professional fees, organizational expenses and offering costs, expenses for legal and the Fund’s independent registered public accounting firm’s services, shareholder reports, charges of the Fund’s custodian, charges of the Fund’s fund accountant, charges of the transfer agent and dividend disbursing agent, SEC fees, expenses of directors’ meetings, fees and expenses of Directors who are not officers or employees of the Adviser or its affiliates, accounting and printing costs, the Fund’s pro rata portion of the Chief Compliance Officer’s compensation (if approved by the Board of Directors), fidelity bond coverage for the Fund’s officers and employees, Directors and officers liability policy, interest, brokerage costs, taxes (excluding taxes related to portfolio companies), expenses of qualifying the Fund for sale in various states, expenses of personnel performing shareholder servicing functions, litigation and other extraordinary or non-recurring expenses. 8 Organizational costs include, among other things, the cost of organizing as a Maryland corporation, including the cost of legal services and other fees pertaining to the Fund’s organization. These costs are expensed as incurred by the Fund and will be paid by the Adviser on behalf of the Fund. The Fund’s initial offering costs include, among other things, legal, printing and other expenses pertaining to this offering. Any offering costs paid by the Adviser on behalf of the Fund will be recorded as a payable for offering costs in the Statement of Assets and Liabilities and accounted for as a deferred charge until commencement of operations. Thereafter, these initial offering costs will be amortized over twelve months on a straight-line basis. Ongoing offering costs will be expensed as incurred. All organizational and offering costs of the Fund paid by the Adviser shall be subject to recoupment by the Adviser. 9 Pursuant to an Expense Limitation and Reimbursement Agreement (the “Expense Limitation and Reimbursement Agreement”), through September 30 | |
Other Annual Expenses [Abstract] | | |
Expense Example [Table Text Block] | Example The purpose of the table above and the examples below is to assist prospective investors in understanding the various costs and expenses stockholders will bear. The following examples are intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The examples assume that all distributions are reinvested at net asset value and that the percentage amounts listed under Annual Fund Expenses remain the same (except that the examples incorporate the fee waiver and expense reimbursement arrangements from the Expense Limitation and Reimbursement Agreement for only the one-year example and the first year of the three-, five-and ten-year examples). The assumption in the hypothetical example of a 5% annual return is required by regulation of the SEC and applicable to all registered investment companies. The assumed 5% annual return is not a prediction of, and does not represent, the projected or actual performance of the Fund. 1 Year 3 Years 5 Years 10 Years You would pay the following expenses on a $1,000 Class I Shares investment, assuming a 5% annual return: $ 27 $ 83 $ 141 $ 299 You would pay the following expenses on a $1,000 Class D Shares investment, assuming a 5% annual return: $ 49 $ 108 $ 170 $ 337 You would pay the following expenses on a $1,000 Class S Shares investment, assuming a 5% annual return: $ 69 $ 139 $ 211 $ 400 You would pay the following expenses on a $1,000 Class T Shares investment, assuming a 5% annual return: $ 69 $ 139 $ 211 $ 400 The example should not be considered a representation of future expenses. Actual expenses may be greater or less than those shown. | |
Purpose of Fee Table , Note [Text Block] | The fee table below is intended to assist stockholders in understanding the various costs and expenses that the Fund expects to incur, and that stockholders can expect to bear, by investing in the Fund. This fee table is based on estimated annualized expenses of the Fund for the fiscal year ending December 31, 2023, and assumes that the Fund has net assets of $2 billion as of such date. | |
Basis of Transaction Fees, Note [Text Block] | as a percentage of the offering price | |
Other Transaction Fees, Note [Text Block] | A 2% Early Repurchase Fee payable to the Fund will be charged with respect to the repurchase of a stockholder’s Shares at any time prior to the day immediately preceding the one-year anniversary of a stockholder’s purchase of the Shares (on a “first in-first out” basis). An Early Repurchase Fee payable by a stockholder may be waived by the Fund, in circumstances where the Board of Directors determines that doing so is in the best interests of the Fund and in a manner as will not discriminate unfairly against any stockholder. The Early Repurchase Fee will be retained by the Fund for the benefit of the remaining stockholders. See “ Repurchases | |
Other Expenses, Note [Text Block] | “Other Expenses” are estimated based on average Fund net assets of approximately $2 billion and anticipated expenses for the current fiscal year. In addition to the fees of the Adviser, the Fund is responsible for the payment of all its “Other Expenses” incurred in the operation of the Fund, which include, among other things, professional fees, organizational expenses and offering costs, expenses for legal and the Fund’s independent registered public accounting firm’s services, shareholder reports, charges of the Fund’s custodian, charges of the Fund’s fund accountant, charges of the transfer agent and dividend disbursing agent, SEC fees, expenses of directors’ meetings, fees and expenses of Directors who are not officers or employees of the Adviser or its affiliates, accounting and printing costs, the Fund’s pro rata portion of the Chief Compliance Officer’s compensation (if approved by the Board of Directors), fidelity bond coverage for the Fund’s officers and employees, Directors and officers liability policy, interest, brokerage costs, taxes (excluding taxes related to portfolio companies), expenses of qualifying the Fund for sale in various states, expenses of personnel performing shareholder servicing functions, litigation and other extraordinary or non-recurring expenses. | |
General Description of Registrant [Abstract] | | |
Investment Objectives and Practices [Text Block] | Investment Objectives and Strategies Investment Objectives The Fund’s investment objective is to maximize total returns through growth of capital and current income. Investment Strategies The Fund seeks to achieve its investment objective by investing primarily in securities of companies and entities that own infrastructure assets (“Infrastructure Investments”), including as a co-investor with other Brookfield affiliates, funds, clients and accounts. Under normal market conditions, the Fund attempts to achieve its investment objective by investing, as a principal strategy, at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in Infrastructure Investments, throughout the world, including the United States, or “U.S.” (the “80% Policy”). As part of the 80% Policy, under normal market conditions, Infrastructure Investments in non-Organisation for Economic Co-operation and Development (“OECD”) member countries generally will not constitute more than 20% of the Fund’s net assets (plus the amount of any borrowings for investment purposes) at the time any such Infrastructure Investment is made. An investment is considered located in a particular jurisdiction if the revenues or cash flows received by the Fund are made in the currency of that country. The Fund may change the 80% Policy without stockholder approval upon at least 60 days’ prior written notice to stockholders. In addition, the Fund may invest up to 20% of its net assets (plus the amount of any borrowings for investment purposes) in investments other than Infrastructure Investments as described in this Prospectus (together with the Infrastructure Investments, the “Investments” and each an “Investment”). The Fund defines infrastructure as the assets, networks, systems or operations that provide essential or irreplaceable inputs or services, underpin supply chains, economies and communities, facilitate trade or commerce, and/or support energy transition. These assets typically exhibit similar characteristics such as: provision of essential service, high barriers to entry, stable and long-term cash flows, inflation-linked revenues and high operating margins and predictable maintenance capital requirements. Infrastructure assets may fall under several sectors, including, but not limited to, transport ( e.g. e.g. e.g. e.g. e.g. e.g. An Infrastructure Investment comprises any investment that, at the time of investment, derives at least 50% of its revenue or profits from the ownership, operation, financing, or servicing of infrastructure assets (“Infrastructure Investment Threshold”). An Infrastructure Investment may also include any investment that, at the time of investment, does not meet the Infrastructure Investment Threshold but which, under normal market conditions or upon reaching scale, could reasonably be expected to meet the Infrastructure Investment Threshold (each, a “Developing Infrastructure Investment”). The Adviser will continuously monitor the progress of each Developing Infrastructure Investment and will no longer count such an investment towards the 80% Policy if it fails to satisfy the Infrastructure Investment Threshold by the fifth anniversary of the Fund’s investment. During the five-year period following an investment, the Adviser will take into account and report to the Board quarterly the considerations that the Adviser has evaluated in determining that an investment continues to qualify as a Developing Infrastructure Investment. Such considerations will include whether the Developing Infrastructure Investment has made progress towards the Infrastructure Investment Threshold; whether the Adviser believes the Developing Infrastructure Investment has or is expected to make a contractual commitment to sell a portion of its non-infrastructure business or buy infrastructure assets that will positively impact the investment relative to the Infrastructure Investment Threshold; or other factors deemed relevant by the Adviser with respect to the Developing Infrastructure Investment meeting the Infrastructure Investment Threshold by the fifth anniversary of the Fund’s investment. Each quarter, the Board must agree to continuing to treat an investment as a Developing Infrastructure Investment following the recommendation by the Adviser until the fifth anniversary of the investment when the Infrastructure Investment Threshold must be met. The Fund primarily invests in equity and debt securities of private Infrastructure Investments (the “Private Portfolio”), as well as publicly traded equity and debt securities of infrastructure companies (the “Public Securities Portfolio,” and collectively with the Private Portfolio, the “Portfolio Investments” or, if the context so requires, “Portfolio Companies”). Under normal market conditions, the Fund seeks to invest approximately 80-90% of its net assets (plus the amount of any borrowings for investment purposes) in the Private Portfolio and approximately 10-20% of its net assets (plus the amount of any borrowings for investment purposes) in the Public Securities Portfolio (the “Private/Public Securities Target Allocations”). Although the Fund endeavors to maintain these Private/Public Securities Target Allocations, the Private/Public Securities Target Allocations may not be achieved in all instances, and actual allocations may be affected by factors including, but not limited to: (i) the pace of deployment of capital into the Private Portfolio; (ii) the investment performance and market value of the Public Securities Portfolio; (iii) the investment performance and market value of the Private Portfolio; (iv) Fund subscriptions and withdrawals/repurchases; and (v) availability of capital in other vehicles or accounts that co-invest with the Fund. The Private/Public Securities Target Allocations are not expected to be initially achieved following the Fund’s commencement of operations. Under normal market conditions, the Fund will invest more than 25% of its total assets in the infrastructure industry. The policy of concentration is a fundamental policy. This fundamental policy may not be changed without the approval of the holders of a majority of the Fund’s outstanding voting securities, as defined in the 1940 Act. The Fund has applied for exemptive relief from the SEC that permits it to, among other things, co-invest with certain other persons, including certain affiliates of the Adviser and certain public or private funds managed by the Adviser and its affiliates, subject to certain terms and conditions. Investment Process Deal Origination Brookfield Infrastructure’s investment team takes a proactive approach to sourcing new investments for its investment strategies through longstanding relationships with financial institutions, advisors, and major infrastructure asset owners and developers. The Adviser leverages Brookfield’s existing infrastructure, renewable power and transition businesses, PSG, and the Firm’s extensive relationships to pursue investment opportunities. The scale and breadth of Brookfield’s infrastructure platform will allow the Adviser, on behalf of the Fund, to access a significant volume of investment opportunities and invest in those that fit the Fund’s investment criteria. The Adviser believes that Brookfield’s reputation, scale, operational expertise, and global reach provide a distinct advantage in securing substantial proprietary investment opportunities. Transaction Due Diligence and Execution Brookfield has frequent regional and group-wide calls to discuss nascent opportunities and ensure effective allocation of business development resources. During these calls, the infrastructure group discusses potential opportunities, considering factors such as adherence to investment theses, transaction timelines, staffing requirements and progress updates. These calls also serve as a framework for prioritizing transactions by region. As a transaction progresses beyond the origination stage, a deal team is formed. Prior to commencing a detailed review of the opportunity and due diligence, the deal team is responsible for assessing the transaction environment and committing the appropriate resources to pursuit of the transaction. These arrangements will vary based on the nature of the transaction environment and may be implemented at various stages of the transaction process, ranging from basic confidentiality arrangements (in the case of competitive processes) to exclusivity periods and cost-sharing mechanisms. Importantly, Brookfield does not typically rely on financial advisors or investment banks to assess and execute acquisitions. The depth and broad expertise of Brookfield’s global private infrastructure and renewable power business (collectively, “Brookfield Infrastructure”) professionals allows for these functions to generally be conducted in-house. Investment banks are generally hired when specific capital markets expertise and execution is required. As the deal team begins its assessment of an investment opportunity, team members will meet with management of the target business or the financial sponsor and perform economic due diligence, including industry analysis and a high-level valuation. During this phase of the process, the deal team frequently solicits input from personnel within Brookfield’s operations, such as senior operating executives and the market research group, and the capital markets team to develop a view of value. In order to summarize its work and facilitate the vetting of the opportunity internally, the deal team reviews its initial assessment with the Chief Executive Officer (“CEO”) of the group and seeks input from members of Brookfield’s investment committee (the “Investment Committee”), where appropriate. Submission of non-binding proposals requires approval of the regional head, regional chief investment officer, the group CEO, and notification to the Investment Committee. Transactions that progress beyond the submission of a non-binding proposal are subject to a comprehensive due diligence process. The deal team engages appropriate third-party advisors, such as engineering firms, environmental and market consultants, legal advisors, and accountants. In many instances, personnel from Brookfield’s business groups will be responsible for reviewing and commenting upon the output provided by outside consultants. As an example, Brookfield’s market research group is responsible for reviewing and commenting upon each market consultant’s report, and senior operators will frequently review and comment on engineering reports. The due diligence process typically includes meetings with management and site visits of a target business or a financial sponsor. The deal team, working together with personnel from Brookfield Infrastructure, synthesizes all information collected from the due diligence process into a detailed financial model that forms both a cornerstone of Brookfield’s investment decision and the basis of the business plan for the target business. Throughout the due diligence process, the deal team engages in ongoing discussion with members of the Investment Committee and senior infrastructure professionals representing various functions within Brookfield Infrastructure. Brookfield believes that this “real-time” feedback strengthens the investment theses and provides the deal team with a competitive advantage in underwriting. Prior to the submission of any binding proposal, the deal team first presents the opportunity to the group CEO and other senior members of Brookfield Infrastructure, where appropriate. If Brookfield makes a non-control equity investment, Brookfield will also review the governance attached to the minority interest to ensure that appropriate governance rights are in place to protect an investment and to effectuate Brookfield’s business plan, similar to how it would for a control or co-control investment. In addition to board representation or access to management and board members, Brookfield also seeks to acquire a significant interest in the classes of securities in which it invests, which is expected to provide meaningful voting power over matters relating to the rights or obligations attached to those classes of securities. Brookfield also typically requests certain other rights customary for major investors, including anti-dilution, conversion and information rights, consent/veto rights over certain material decisions, and liquidation preferences. For private debt investments, during underwriting and due diligence, Brookfield’s dedicated infrastructure debt investment team is integrated with the broader Brookfield Infrastructure team and works with the group to ensure that assets are valued in a manner that is consistent with that of equity investments. Areas of due diligence covered in connection with the underwriting are similar to that of an equity investment and will also include areas specific to debt underwriting and creditor rights. During legal documentation and closing, Brookfield will seek adequate structural protections, such as limitations on the incurrence of additional debt and liens, asset sales and investments, and changes of control. Brookfield will also look to build in covenants with the aim of providing early detection of credit weakness, such as maximum leverage covenants and restrictions on distributions. Additionally, Brookfield will generally seek to include step-in rights that would provide the ability to take ownership of an asset with a view to maximizing recovery proceeds in the event of any distress. As part of each private investment’s due diligence process, the deal team evaluates, and the Investment Committee reviews, transaction considerations, which in addition to asset-specific considerations includes climate risks, anti-bribery and corruption, and health and safety. Brookfield’s private infrastructure investment teams utilize the Brookfield ESG Due Diligence Guideline (the “ESG Guideline”) to assist with the identification of material ESG factors when conducting due diligence. While ESG considerations will vary depending on the type of business, geographic location and sector of the target investment, the ESG Guideline offers consideration for environmental, social and governance matters and assists teams in completing mandatory ESG disclosures included in all investment committee memos. Following the completion of the due diligence process, the opportunity is formally presented to the Investment Committee. The Investment Committee’s approval will include a review of the terms and conditions of the transaction, including potential conflicts of interest and relevant investment requirements related to the Fund, and an authorized price or, where appropriate, price range. Material due diligence findings are also presented to the Investment Committee for consideration. Unanimous approval by the Investment Committee is required for all investments. Asset Management Control or Co-Control Equity Investments Following an acquisition, responsibility for the investment is transitioned to the portfolio management group, with oversight from regional operating partners (the “Regional Operating Partners”). The senior infrastructure professionals remain directly involved and are responsible for creating tailored business plans encompassing all considerations relevant in the underwriting process, while closing any gaps identified during diligence. Brookfield has an integrated and hands-on asset management philosophy. With a global business, Brookfield believes that the regional teams are best placed to execute this strategy, as a key part of Brookfield’s asset management approach is close and frequent interaction with, and strong ongoing support of, the senior management of its portfolio investments. This transition can be conducted seamlessly, as Regional Operating Partners and members of the regional asset management teams are integrally involved in the due diligence, negotiation, and execution of the original investment. As the key overseers of the investment, Regional Operating Partners, who are supported by members of the regional asset management teams, are responsible for executing the business plans that formed the basis of the underwriting. These professionals collaborate with senior management of the portfolio companies to develop annual operating budgets and execute financing plans. The Operating Partners and asset management teams also draw upon the experience and expertise of personnel from Brookfield’s corporate and business groups as it seeks to optimize asset performance and preserve capital post-acquisition. These corporate professionals include experts in areas such as ESG, capital markets, capital projects, maintenance capital, section specialists, tax and legal. Non-Control Equity Investments For non-control situations, Brookfield looks for partners that also have deep expertise in the relevant sector, as well as a common investment philosophy and skills that complement those of Brookfield. Before a transaction closes and funds, the investment team will work with the controlling shareholder to create an asset management plan that identifies potential areas of value enhancement and operational enhancements for the target investment. After a transaction closes, the investment team will actively partner with the controlling shareholder to seek to enhance the value of the business through executing on the aforementioned activities and will also serve as an ongoing resource for management teams. Debt Investments Debt investments will be regularly monitored for compliance with covenants in the loan agreements, its performance relative to initial expectations and changes in collateral value. Brookfield believes that this asset management process is designed to seek timely and informed decisions to be made during the term of an investment. From inception until realization, each investment is closely monitored so that Brookfield can seek to remain current on significant activities that could materially impact the collateral. This could include litigation, partial collateral releases and related debt pay-downs, as well as cash flow sweep events related to debt service coverage ratio, debt to EBITDA ratios and other triggers. At least quarterly, and as required, a comprehensive review will be prepared on the status and performance of the underlying business and/or assets against which loans have been advanced in the portfolio. This review will generally involve, but will not be limited to, a detailed analysis of recent operating and financial statements, as well as any project status reports obtained from borrowers. In addition, the investment team will typically communicate with internal and external contacts with local market knowledge to gather the latest information on current market trends. We believe that reviewing relevant market factors enhances the assessment of the expected future performance of the underlying business and improves the caliber of conclusions reached about credit quality and levels of risk associated with investments in the portfolio. Exit Control or Co-Control Equity Investments For control or co-control core plus/value-add investments, Brookfield generally begins exploring exits seven to ten years into the lifespan of an investment, or earlier as the opportunity arises. From an operational standpoint, Brookfield will look to sell a company once all anticipated asset management initiatives have been implemented and the investment has been sufficiently de-risked. From a market perspective, Brookfield positions itself to exit an investment in optimal market conditions to maximize proceeds. In addition to timing, another aspect that is critical to maximizing value is how an exit is structured. Brookfield will explore a variety of exit strategies––including, but not limited to, trade sales, partial monetization, and public offerings. Non-control Equity Investments For non-control equity investments, exit strategies will vary by investment but may include (i) exit at the same time as the majority sponsor or via sale of the security, (ii) refinancing of the capital structure to provide liquidity to the security, or (iii) mergers with or sales of the portfolio company or asset to financial institutions or strategic partners, such as private equity funds or large enterprise firms, or initial public offerings and sales of securities into liquid markets. For core equity investments, these investments generally are, structured with perpetual ownership or long-term concession agreements at the time of investment. While operating the asset and monitoring its relative performance, Brookfield may elect to pursue an asset divestment if the fundamental long-term risk profile of the investment changes from Brookfield’s underwriting or if in Brookfield’s view the capital could be better deployed elsewhere. Debt Investments Brookfield expects to hold its debt investments to their respective maturity dates or until prepayment by the borrower, although Brookfield may engage in the sale of certain investments if value would be maximized. Each investment will be monitored in relation to Brookfield’s assessment of the likelihood of such an investment being paid in full at maturity, as well as in relation to whether a more beneficial exit or sale of the investment is available. While Brookfield does not make investments with the intention of a “loan-to-own” operation, if a borrower fails to meet its obligations under the terms of a loan, Brookfield is prepared to leverage its global operating capabilities to step in and pursue foreclosure to protect the capital in potential default situations. Portfolio Composition The Fund’s portfolio will be comprised principally of the following types of investments. A more detailed description of the Fund’s investment policies and restrictions and more detailed information about the Fund’s Portfolio Investments are contained in the SAI. Investments in Private Infrastructure Assets The Fund seeks to provide exposure to high-quality private infrastructure investments. The Fund leverages the Brookfield infrastructure team’s investment and operating expertise to invest directly in both equity and debt infrastructure investments across different sectors, geographies, and investment risk profiles. The Fund will focus its private investments primarily on investments in OECD countries and sectors in which Brookfield has an established operating presence––primarily the transport, renewable power & transition, utilities, midstream and data sectors. The Private Portfolio invests directly in individual investment opportunities sourced by Brookfield’s infrastructure platform that meet the Fund’s investment objectives. The majority of the Private Portfolio’s equity investments are expected to be operational, while the debt investments are expected to be performing loans. Development and greenfield projects will not be a key area of focus for the Fund; however, the Fund may selectively participate in projects where the Adviser believes there are appropriate risk mitigation features in place to reduce construction risk and provide a high degree of revenue certainty. The Fund does not have set target allocations by investment type and geography, but each potential investment is considered within the context of broader portfolio construction to ensure diversification across sectors and geographies. Investments in Public Securities The Public Securities Portfolio primarily invests in public infrastructure debt securities, with the flexibility to invest in publicly traded infrastructure equities. The Public Securities Portfolio allows the Fund to offer monthly subscriptions and quarterly repurchases. The investment focus of the Public Securities Portfolio is capital preservation and the ability to provide short-term liquidity. Investment professionals at the Sub-Adviser are responsible for the day-to-day management of the Public Securities Portfolio, subject to the overall supervision of the Adviser. The Public Securities Portfolio may invest in, among others, common, convertible and preferred shares, restricted or private securities, asset-backed securities (“ABS”) including ABS that are backed by interest in real estate or land, mortgage-backed securities (“MBS”) of any kind, interests in loans and/or whole loan pools of mortgages, mortgage real estate investment trusts (“mortgage REITs”), investment grade fixed income securities, high yield fixed income securities (“junk bonds”), collateralized loan obligations (“CLOs”), bank loans (including participations, assignments, senior loans, delayed funding loans and revolving credit facilities), open-end and closed-end investment companies, including exchange-traded funds (“ETFs”), exchange-traded notes (“ETNs”), and securities issued and/or guaranteed by the United States Government, its agencies or instrumentalities or sponsored corporations. The Fund may invest in fixed income securities of any maturity. The Fund’s investments in MBS may include residential MBS (“RMBS”) or commercial MBS (“CMBS”). The Public Securities Portfolio will not invest in Brookfield’s publicly traded affiliates or other publicly traded Brookfield entities. Derivatives Generally, derivatives are financial contracts whose value depends upon, or are derived from, the value of an underlying asset, reference rate or index, and may relate to individual debt or equity instruments, interest rates, commodities, currencies or currency exchange rates and related indexes. In the normal course of business, the Fund will be exposed to the effect of interest rate changes, price changes and currency fluctuations and may seek to limit these risks by following established risk management policies and procedures including the use of derivatives. To mitigate exposure to variability in interest rates, derivatives may be used primarily to fix the rate on debt based on floating-rate indices and manage the cost of borrowing obligations. The Fund may use a variety of commonly used derivative products, including interest rate swaps, caps, collars, floors, options contracts, futures contracts, options (on securities, bonds, currencies, interest rates, indices or swaps) swaps (including interest rate, credit default, equity index and total return swaps) and other swap agreements for investment, hedging and risk management purposes. The Fund looks through the total return swap contracts and counts the underlying reference assets as investments for purposes of calculating the Incentive Fee. Subject to the Fund’s 80% Policy, the Fund may invest without limitation in Treasury futures, Eurodollar futures, interest rate swaps, swaptions or similar instruments and combinations thereof. The Fund will use the market value, and not the notional value, of any derivatives used for purposes of the 80% Policy. See “ Risks — Derivatives Risk The Fund will engage in derivative transactions only to the extent such transactions are consistent with the requirements of the Code for maintaining its qualification as a RIC for federal income tax purposes. The SEC recently adopted Rule 18f-4 under the 1940 Act, which regulates the use of derivatives, short sales, reverse repurchase agreements and certain other transactions for certain funds registered under the 1940 Act. Among other things, Rule 18f-4 requires funds that invest in derivative instruments beyond a specified limited amount to apply a value-at-risk (“VaR”) based limit to their use of certain derivative instruments and financing transactions and to adopt and implement a derivatives risk management program. Consequently, unless a fund qualifies as a “limited derivatives user” as defined in Rule 18f-4, the fund has established a comprehensive derivatives risk management program to comply with a VaR based leverage limit, appointed a derivatives risk manager and will provide additional disclosure both publicly and to the SEC regarding its derivatives positions. If a fund qualifies as a limited derivatives user, Rule 18f-4 requires the fund to have policies and procedures to manage its aggregate derivatives risk, which may require the fund to alter, perhaps materially, its use of derivatives, short sales, and reverse repurchase agreements and similar financing transactions as part of its investment strategies. In connection with the adoption of Rule 18f-4, the SEC also eliminated the asset segregation framework for covering derivatives and certain financial instruments arising from SEC and staff guidance. The Fund intends to limit its engagement in derivative transactions such that it will qualify as a “limited derivatives user” for purposes of Rule 18f-4 such that the Fund will be subject to substantially fewer substantive requirements under that rule than would be the case if it did not so qualify. However, there is no guarantee that the Fund will meet or continue to meet such qualifications, and, as a result, there is a risk that the Fund may become subject to more onerous requirements under Rule 18f-4 than currently intended. Temporary Strategies At times the Adviser may judge that conditions in the markets make pursuing the Fund’s primary investment strategy inconsistent with the best interests of stockholders. During temporary periods or in order to keep the Fund’s cash fully invested until the net proceeds of this offering of Shares can be invested in accordance with our primary investment strategies, the Fund may deviate from its investment policies and objectives. At such times the Adviser may, temporarily, use alternative strategies primarily designed to reduce fluctuations in the value of the Fund’s assets. If the Fund takes a temporary position, it may be unable to achieve its investment objectives. While the Fund would seek to continue to qualify as a RIC during such a period, there would be no guarantee that it will be able to do so. In implementing these temporary strategies, the Fund may invest all or a portion of its assets in fixed income securities; traded infrastructure asset securities; U.S. government securities, including bills, notes and bonds differing as to maturity and rates of interest that are either issued or guaranteed by the Treasury or by U.S. government agencies or instrumentalities; certificates of deposit issued against funds deposited in a bank or a savings and loan association; commercial paper; bankers’ acceptances; bank time deposits; shares of money market funds; securities issued or guaranteed by the federal government or any of its agencies, or any state or local government; repurchase agreements with respect to any of the foregoing; or any other securities or cash equivalents that the Adviser considers consistent with the strategy. It is impossible to predict when, or for how long, the Fund will use these alternative strategies. There can be no assurance that such strategies will be successful. | |
Risk Factors [Table Text Block] | Risks Investing in the Fund’s Shares involves a number of significant risks. Before you invest in the Fund’s Shares, you should be aware of various risks, including those described below. The risks set out below are not the only risks the Fund will face. Additional risks and uncertainties not presently known to the Fund or not presently deemed material may also impair the Fund’s operations and performance. If any of the following events occur, the Fund’s business, financial condition, results of operations and cash flows could be materially and adversely affected. In such case, the Fund’s NAV could decline, and you may lose all or part of your investment. The risk factors described below are the principal risk factors associated with an investment in the Fund as well as those factors generally associated with an investment company with investment objective, investment policies, capital structure or trading markets similar to the Fund. GENERAL No Assurance of Investment Return Past performance of investment entities associated with Brookfield, the Adviser or its investment professionals is not necessarily indicative of future results or performance and there can be no assurance that the Fund will achieve comparable results. Accordingly, investors should draw no conclusions from the performance of any other investments of Brookfield or the Adviser, and should not expect to achieve similar results. RISKS ASSOCIATED WITH MARKET CONDITIONS General Economic Conditions Public Health Risk Public Health Risk Any outbreak of contagious diseases and other adverse public health developments, together with any resulting disruptions or restrictions on travel, social distancing policies and/or quarantines imposed or recommended by the governments of the jurisdictions where Brookfield, the Fund and/or its Portfolio Investments are based (together, the “Isolation Measures”), could have a material and adverse effect on the Fund and its Portfolio Investments, including by disrupting or otherwise adversely affecting the human capital, business operations or financial resources of the Adviser, the Portfolio Investments, the Fund or the Fund’s Administrator or other service providers to the Fund (which could, in turn, adversely impact the ability of such service providers to fully support the administration and operations of the Fund). In addition, a significant outbreak of contagious diseases in the human population, and any containment or other remedial measures imposed (including the Isolation Measures), may result in a widespread health crisis that could severely disrupt global, national and/or regional economies and financial markets (including significant disruption in supply chains) and cause an economic downturn that could adversely affect the performance of the Fund and its Portfolio Investments. Disrupted global, national and/or regional economies and financial markets may also result in increased competition to acquire perceived “safe haven” assets ( e.g. Impact of Natural or Man-Made Disasters; Disease Epidemics Isolation Measures, even if temporary or short-dated, may negatively impact the execution and progression of the Fund’s investment strategy, the ongoing management and operation of any Portfolio Investment and/or impede the ability for any Portfolio Investments to satisfy their contractual obligations owed to third parties. Any failure by a Portfolio Investment to satisfy its contractual obligations may result in contractual counterparties pursuing claims for damages. Isolation Measures may also result in delays to construction, development and/or upgrade work relating to the Portfolio Investments, which could lead to contractual penalties and/or a failure to develop, progress and/or reposition a Portfolio Investment in the manner which was initially intended, which may, in turn, result in reductions of the Fund’s income and/or realization proceeds in respect of such Portfolio Investments, or in fact in the Fund not being able to realize any proceeds in respect of such Portfolio Investments at all for as long as such construction, development and/or upgrade work is not completed. The performance of the Fund may also be affected by particular issues affecting companies, regions or sectors and sub-sectors of its Portfolio Investments. Given the significant levels of uncertainty and the economic and financial market disruptions (including significant disruption in supply chains) and volatility currently occurring and anticipated in connection with the outbreak, it is expected that valuations of potential Portfolio Investments, especially distressed assets or assets impacted by dislocation, will continue to be materially adversely impacted and meaningfully uncertain for current and future periods (at least in the short term). See the risks associated with valuations described elsewhere in this Prospectus, including “ Valuations Governmental Intervention Highly Competitive Market for Investment Opportunities The Fund will compete for the right to make Portfolio Investments with an ever-increasing number of other parties, including other consortia and companies, other private investment funds as well as individuals, financial institutions and other institutions, some of which may have greater resources than the Fund. As a result of such competition, the Fund may have difficulty in making certain Portfolio Investments or, alternatively, the Fund may be required to make Portfolio Investments on economic terms less favorable than anticipated. If the Fund fails to make new Portfolio Investments or makes Portfolio Investments on less favorable terms, the Fund’s financial condition and results of operations could be materially and adversely affected. Portfolio Investments may also face competition from other infrastructure assets in the vicinity of the assets they operate (including those owned by Brookfield and other Brookfield vehicles), the presence of which depends in part on government plans and policies. Such competition may materially and adversely affect the Fund’s business, financial conditions and results of operations. Hedging Transactions The success of hedging transactions will be subject to the ability to correctly predict movements in and the direction of, currency exchange rates, interest rates, commodity prices and public security prices. Therefore, while the Fund or a Portfolio Company may enter into hedging transactions to seek to reduce these risks, unanticipated changes in currency exchange rates, interest rates, commodity prices or public security prices that do not occur within a given timeframe may result in a poorer overall performance for the Fund than if it had not engaged in any hedging transaction. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements of the Portfolio Investments being hedged may vary. Moreover, for a variety of reasons, the Fund or a Portfolio Company may not have established a perfect correlation between hedging instruments and the Portfolio Investments being hedged. This imperfect correlation may prevent the Fund, or a Portfolio Company, as applicable, from achieving the intended hedge or expose it to risk of loss. In addition, there is no limit on the exposure that may be incurred to any single counterparty with over-the-counter derivative instruments, exchange listed securities, options, repurchase agreements or other similar transactions and, as a result, if any such counterparty becomes unable to pay amounts due on such instruments or transactions, the financial losses to the Fund would be greater than if such limits were imposed. Furthermore, the creditworthiness of a counterparty to any hedging transaction entered into by the Fund may change over time and, while such counterparty may have been creditworthy at the time such transaction was entered into, there is no guarantee such counterparty will remain creditworthy throughout the duration of the Fund or that such counterparty will be able to perform its obligations under, or pay amounts due on, such hedging transactions. This risk is also subject to, and heightened by, commodity price fluctuations. Moreover, the U.S. Commodity Futures Trading Commission (the “CFTC”) and other federal and global financial regulators have adopted margin requirements for uncleared derivatives which may present significant challenges and additional risks for the Fund, including increased costs, reduced access to dealer counterparties, potential decreases in market liquidity and other unforeseen consequences. These requirements also may result in the Fund being unable to adequately hedge its Portfolio Investments, which may have an adverse impact on the performance of the Fund. It is likely that the Fund will leave unhedged certain currency exchange rates, interest rates, commodity prices and public security prices and in any such case, the Fund will be exposed to risk that such fluctuation of prices thereof will decline during the term of the Portfolio Investments such that the results of such Portfolio Investments will be worse in United States dollar terms than the results based upon the local currency. It is also possible that the Fund could be overhedged and that could also result in a decline in value during the term of the Portfolio Investment. Commodity Price Risk Unforeseen Events Risk Inflation and Interest Rate Risk e.g. Certain countries’ economies, including in particular many emerging markets, have experienced extremely high rates of inflation for extended periods of time. Inflation has and may continue to have, negative effects on the economies of certain of these countries. For example, the risks associated with transactions using local currencies are significantly greater in hyper-inflationary economies than in other less inflationary markets. Refinancing Risk Regional Risk; Interdependence of Markets Trade Policy RISKS ASSOCIATED WITH THE FUND’S PORTFOLIO INVESTMENTS Risks Associated with Investments in Infrastructure Securities Equity Securities Debt Portfolio Investments Distressed Investments Portfolio Investments or prospective portfolio companies may be or may become involved in bankruptcy proceedings as may parent organizations of Portfolio Investments or prospective portfolio companies that are within distressed industries or subject to distressed situations. Bankruptcy or other insolvency proceedings are highly complex and may result in unpredictable outcomes. The bankruptcy courts have extensive power and, under some circumstances, may alter contractual obligations of a bankrupt company. Stockholders, creditors and other interested parties are all entitled to participate in bankruptcy proceedings to attempt to influence the outcome for their own benefit. A variety of factors may affect the bargaining position of holders of distressed Portfolio Investments and may accordingly affect the outcome. The time required to conclude a bankruptcy case is unpredictable, and may have a material impact on the value of a distressed Portfolio Investment. It also frequently is a critical variable in determining the rate of return on a distressed Portfolio Investment. Distressed Portfolio Investments require active monitoring and may, at times, require participation in business strategy or reorganization proceedings by the Adviser. To the extent that the Adviser becomes involved in such proceedings, the Fund may have a more active participation in the affairs of the issuer than that assumed generally by an investor. In addition, involvement by the Adviser in an issuer’s reorganization proceedings (or by having representatives on a creditor’s committee or on its board of directors) could result in the imposition of restrictions limiting the Fund’s ability to liquidate its position in the issuer. The level of analytical sophistication, both financial and legal, necessary for successful investment in companies experiencing significant business and financial difficulties is unusually high. There is no assurance that the Adviser will correctly evaluate the value of a Portfolio Company’s assets or the prospects for a successful reorganization or similar action. In any reorganization or liquidation proceeding relating to a Portfolio Company in which the Fund invests, the Fund may lose its entire Portfolio Investment, may be required to accept cash or securities with a value less than the Fund’s original Portfolio Investment, and/or may be required to accept payment over an extended period of time. Credit Risk Regulatory and Legal Risks Market Abuse Public Infrastructure Risks Environmental Risks Under various environmental statutes, rules and regulations of the appropriate jurisdiction, a current or previous owner or operator of real property may be liable for non-compliance with applicable environmental and health and safety requirements and for the costs of investigation, monitoring, removal or remediation of hazardous materials. These laws often impose liability whether or not the owner or operator knew of or was responsible for, the presence of hazardous materials. Environmental statutes, rules and regulations can also change or a condition at a Portfolio Company can change and lead to liabilities or obligations that did not exist or were not foreseen at the time of the Portfolio Investment. The presence of hazardous materials on a property could also result in personal injury, property damage or similar claims by private parties. Persons who arrange for the disposal or treatment of hazardous materials may also be liable for the costs of removal or remediation of those materials at the disposal or treatment facility, whether or not that facility is or ever was owned or operated by that person. Any liability of Portfolio Investments resulting from non-compliance or other claims relating to environmental matters or any costs related to coming into compliance could have a material adverse effect on the value of the Portfolio Investments. Unforeseen Events Risk Transport Risk Toll Rates Risk Renewable Power Risk Utility and Midstream Risk The ownership, construction, operation and transition of new or existing utility and midstream infrastructure companies carry an inherent risk of liability related to health, safety, security and the environment, including the risk of potential civil liability or of government imposed orders to remedy unsafe conditions and/or to remediate or otherwise address environmental contamination or damage. Portfolio Investments could also be exposed to potential penalties for contravention of health, safety, security and environmental laws. In the ordinary course of business, owners of utility and midstream infrastructure companies incur capital and operating expenditures to comply with health, safety, security and environmental laws to obtain licenses, permits and other approvals and to assess and manage related risks. The cost of compliance with these laws (and any future laws or amendments enacted) may increase over time and result in additional material expenditures. Portfolio Investments may become subject to government orders, investigations, inquires and other proceedings (including civil claims) relating to health, safety, security and environmental matters as a result of which such Portfolio Investment’s operations may be limited or suspended. The occurrence of any of these events and any changes, additions to or more rigorous enforcement of health, safety, security and environmental laws could have a material and adverse impact on a Portfolio Investment’s operations and result in additional material expenditures. Additional environmental, health and safety issues relating to presently known or unknown matters may require unanticipated expenditures, or result in fines, penalties or other consequences (including changes to operations) that may be material and adverse to the Portfolio Investments. Furthermore, in the ordinary course of business utility and midstream infrastructure companies are involved in various legal actions that could expose such companies to liability for damages. The outcome with respect to outstanding, pending or future actions cannot be predicted with certainty and may be adverse to the Portfolio Investments and as a result could have a material adverse effect on such Portfolio Investment’s assets, liabilities, business, financial condition, results of operations and cash flow. Such Portfolio Investments are subject to governmental or regulatory investigations from time to time. Governmental and regulatory investigations, regardless of their outcome, are generally costly, divert management attention and have the potential to damage the Fund and Brookfield’s reputation. There has been increasing global focus on the implementation and enforcement of anti-bribery and anti-corruption legislation by various governmental agencies, including the SEC and the Department of Justice in the United States The unfavorable resolution of any governmental or regulatory investigation could result in criminal liability, fines, penalties and other monetary or non-monetary remedies and could materially affect the Portfolio Investments or such Portfolio Investment’s operations. The following are examples of risks associated with certain industries within the utilities and midstream sectors. · Electric · Gas · Water Data Risk The data sector is generally subject to United States federal, state, local and non-U.S. regulation. Local zoning authorities and community organizations are often opposed to construction in their communities and these regulations can delay, prevent or increase the cost of new tower, data center and/or system distribution construction and modifications. Existing regulatory policies may materially and adversely affect the associated timing or cost of such projects and additional regulations may be adopted which increase delays or result in additional costs, or that prevent proposed projects in certain locations. See “ Regulatory and Legal Risks Furthermore, if radio frequency emissions from wireless handsets or equipment on towers are demonstrated to cause negative health effects, potential future claims could adversely affect operations, costs and revenues. Development and Construction Risk e.g. Demand and Usage Risk Loss of Customers Operational Risk New and Disruptive Technologies Reliance on Portfolio Company Management Labor Relations Impact of Natural or Man-Made Disasters; Disease Epidemics In addition, certain illnesses spread rapidly and have the potential to significantly adversely affect the global economy. Any outbreak of disease epidemics such as the severe acute respiratory syndrome, avian influenza, H1N1/09, including most recently, COVID-19, or other similarly infectious diseases may result in the closure or suspension of certain businesses, and could also result in (a) the lack of availability or price volatility of raw materials or component parts necessary to a Portfolio Company’s business, (b) disruption of regional or global trade markets and/or the availability of capital or leverage, (c) trade restrictions which impact a Portfolio Company’s business and/or (d) a general economic decline and/or decline in the market applicable to any Portfolio Company, and have an adverse impact on the Fund’s value, Portfolio Investments, or the Fund’s ability to source new Portfolio Investments. This type of market disruption may also make it difficult to obtain a credit facility or to finance particular Portfolio Investments. Climate Change The Fund may be making Portfolio Investments that are heavily involved in alleviating the effects of climate change. The business success of any such Portfolio Company may be inextricably tied to its ability to mitigate the effects of climate change, which may be challenging or unattainable. Conversely, certain Portfolio Investments may, at the time of the Fund’s Portfolio Investment, and thereafter (including during the Fund’s hold period), be considered “high risk” in terms of their impact on their communities and the environment, and may be actively creating negative externalities on their local and global climates. Such “high risk” businesses may be subject to increased regulatory scrutiny and government disincentives, each of which may change unpredictably, which therefore may decrease the value of such Portfolio Company. Business Transformation Control Position In addition, a previous United States court decision has increased the likelihood that the Fund could be jointly and severally liable with its Portfolio Investments for the Portfolio Investments’ defined benefit pension liabilities. Under ERISA (as defined below), a trade or business that owns at least 80% of another entity may be jointly and severally liable for that other entity’s unfunded pension liabilities if the plan terminates or if the employer withdraws from contributing to the plan. A previous United States Federal appeals court decision has held that a private equity fund is a “trade or business” for these purposes. In acquiring Portfolio Investments with unfunded pension liabilities, both the risk of this liability being incurred as well as risk mitigation strategies will be evaluated and, in appropriate instances, this risk may cause the Fund to not pursue an otherwise attractive investment opportunity or to limit its ownership percentage to below the 80% threshold. If the Fund does acquire Portfolio Investments with unfunded pension liabilities and does not limit its ownership percentage to below the 80% threshold, it may face certain liabilities related to the above. Board Participation Minority Position and “Toe-hold” Investments If the Fund takes a minority position in publicly traded securities as a “toe-hold” investment, such publicly traded securities may fluctuate in value over the limited duration of the Portfolio Investment in such publicly traded securities, which could potentially reduce returns to stockholders. While the Adviser may seek to accumulate larger positions and/or incremental economic exposure through open market purchases, registered tender offers, negotiated transactions, private placements or equity derivatives ( i.e. Additionally, from time to time the Fund may make a toe-hold Portfolio Investment in publicly traded securities as part of a potential broader, longer-term investment strategy, and as a result, the Fund may keep certain information related to such Portfolio Investments confidential due to certain disclosure and regulatory related considerations. Investments in Derivatives Hedging Transactions Minority Position and ‘Toe-hold’ Investments Other Investment Techniques and Instruments Affiliated Transaction Restrictions Although the Adviser will endeavor to allocate investment opportunities in a fair and equitable manner, the Fund and the stockholders could be adversely affected to the extent investment opportunities are allocated to other investment vehicles managed or sponsored by, or affiliated with, the Fund’s executive officers, directors and members of the Adviser. The Fund might not participate in each individual opportunity but will, on an overall basis, be entitled to participate equitably with other entities managed by the Adviser and its affiliates. The Adviser seeks to treat all clients fairly and equitably over time such that none receives preferential treatment vis-à-vis the others over time, in a manner consistent with its fiduciary duty to each of them; however, in some instances, especially in instances of limited liquidity, the factors may not result in pro rata Public Company Securities In the event that the Fund invests in distressed public securities, among the problems involved in such Portfolio Investments is the fact that it frequently may be difficult to obtain information as to the conditions of such troubled issuers. The market prices of such securities are also subject to abrupt and erratic market movements and above average price volatility, and the spread between the bid and asked prices of such securities may be greater than normally expected. It may take a number of years for the market price of such securities to reflect their intrinsic value. Private Securities Non-U.S. Investments Risks of Investing in Emerging and Developing Markets In addition, governments in certain countries participate to a significant degree in their economies through ownership interests and/or regulation. With respect to certain countries, there may also be the possibility of expropriation, confiscatory taxation or other protectionist measures or diplomatic developments that could affect investments in those countries. Repatriation of investment income, capital and the proceeds of sale by non-U.S. investors may require governmental registration and approval in some emerging or developing market countries. Furthermore, some emerging and developing market countries have laws and regulations that require government approval under certain circumstances, including under corporate, securities, currency control and other similar laws and may require financing and structuring alternatives that differ significantly from those customarily used in more developed countries. The process of obtaining these approvals may require a significant expenditure of time and resources. In certain countries, such laws and regulations have been subject to unpredicted and frequent changes, potentially exposing the Fund to taxes, restrictions and other obligations that were not anticipated at the time of initial investment. Investments in New Jurisdictions Investment in Nonperforming or Troubled Assets Risks Related to Investment Structure e.g e.g. Accounting Standards Risks Relating to Due Diligence of Portfolio Investments Consultants, legal advisors, appraisers, accountants, investment banks and other third parties may be involved in the due diligence process and/or the ongoing operation of the Fund’s Portfolio Investments to varying degrees. For example, certain asset management, finance, administrative and other similar functions may be outsourced to a third-party service provider whose fees and expenses will be borne by the Portfolio Investments or the Fund and will not offset Management Fees. Such involvement of third-party advisors or consultants may present a number of risks primarily relating to the Adviser’s reduced control of the functions that are outsourced. In addition, if the Adviser is unable to timely engage third-party providers, its ability to evaluate and acquire more complex targets could be adversely affected. Expedited Transactions Portfolio Investment Liabilities Risks from Operations of Other Portfolio Entities RISKS ASSOCIATED WITH AN INVESTMENT IN THE FUND Absence of Operating History Reliance on Management Unlisted Closed-End Fund Structure; Limited Liquidity Repurchases Operational Risk Risk of Unsuccessful Exit Strategies Illiquid and Long-Term Investments Projections Valuations In particular, several factors which involve a significant degree of judgment could impact the valuation of the Fund’s Infrastructure Investments. The Fund will primarily hold Infrastructure Investments and other assets that will not necessarily have readily ascertainable market values and which may be more illiquid in nature. The valuation of such illiquid assets is inherently subjective and subject to increased risk that the information utilized to value such assets or to create the pricing models may be inaccurate or subject to other error. In addition, valuations rely on a variety of assumptions, including assumptions about projected cash flows for the remaining holding periods for the assets, market conditions at the time of such valuations and/or any anticipated disposition of the assets, legal and contractual restrictions on transfers that may limit liquidity, and any transaction costs related to, and the timing and manner of, any anticipated disposition of the assets, all of which may materially differ from the assumptions and circumstances on which the valuations are based. The value of the Fund’s assets may also be affected by any changes in accounting standards, policies or practices as well as general economic, political, regulatory and market conditions and the actual operations of Infrastructure Investments, which are not predictable and can have a material impact on the reliability and accuracy of such valuations. As such, the carrying value of an asset may not reflect the price at which the Infrastructure Investment could be sold in the market, and the difference between carrying value and the ultimate sales price could be material. Accordingly, such values may not accurately reflect the actual market values of the Infrastructure Investments, and, thus, shareholders will likely make decisions as to whether to purchase or tender Shares without complete and accurate valuation information. Interpretation of Governing Documents Anti-Takeover Provisions Concentration Risk Risks Upon Disposition of Investments Recourse to Assets Other Considerations Regarding Repurchases Claims Against Brookfield; Regulatory Investigations Risk of Brookfield Credit Event or Adverse Effect on Brookfield’s Operations Adverse Publicity Follow-On Investments Allocation of Investment Opportunities In the event that an initial investment in a Portfolio Company was shared between the Fund, other Brookfield Accounts and/or other third parties (including co-investors), and a Follow-On Investment opportunity arises with respect to such initial Portfolio Investment, the Follow-On Investment will not necessarily be made in the same proportions as the initial Portfolio Investment (including, among other reasons, if (i) the relevant entities having different views as to the desirability of the Follow-On Investment or different amounts of available capital, (ii) the Follow-On Investment opportunity has a different investment profile or attributes less suited to the relevant entities, (iii) a Brookfield Account had participated in the applicable initial Portfolio Investment in support of the Fund and determines that similar support is not needed or appropriate in respect of the applicable Follow-On Investment or (iv) in situations where Brookfield had earlier provided interim financing in lieu of the Fund providing a Bridge Financing (see “ Risk of Bridge Financings Valuations Generally, the Fund will make Follow-On Investment opportunities available pro rata Borrowing The extent to which the Fund or its subsidiary (including a Portfolio Company) uses leverage may have important consequences to the stockholders, including, but not limited to, the following: (a) greater fluctuations in the net assets of the Fund; (b) use of cash flow (including capital contributions) for debt service and related costs and expenses, rather than for additional Portfolio Investments, distributions or other purposes; (c) increased interest expense, if interest rate levels were to increase; (d) in certain circumstances, prematurely disposing of Portfolio Investments to service the Fund’s debt obligations; and (e) limitation on the flexibility of the Fund to make distributions to its stockholders or sell assets that are pledged to secure the indebtedness. There can be no assurance that the Fund will have sufficient cash flow to meet its debt service obligations. As a result, the Fund’s exposure to losses may be increased due to the illiquidity of Portfolio Investments generally. In connection with any credit facility entered into by the Fund, the borrowers thereon (and the stockholders) may be required to (A) make certain representations and warranties to one or more lenders and (B) indemnify the lenders pursuant to any credit facility in case any such representations and warranties are inaccurate. These arrangements may create contingent liabilities of the Fund and/or its subsidiaries, for which the Adviser may establish reserves or escrow accounts. Moreover, in certain circumstances a borrowing may be incurred at the Fund level for the benefit of one or more specific Portfolio Investments, which may expose all of the assets of the Fund to claims of creditors, even though one or more stockholders may have been excused from the investment in such Portfolio Company. Capital Raise Leveraged Portfolio Investments Further, an adverse economic change could result in some lenders imposing more stringent restrictions on the terms of credit or a general reduction in the amount of credit available in the markets in which the Fund will seek to invest. Any negative impact from the tightening of, or adverse changes in, the credit markets may resul | |
No Public Trading [Text Block] | The Shares have no history of public trading, nor is it currently intended that the Shares will be listed on a public exchange or any other trading market in the near future. | |
No Trading History [Text Block] | The Shares have no history of public trading, nor is it currently intended that the Shares will be listed on a public exchange or any other trading market in the near future. | |
Capital Stock, Long-Term Debt, and Other Securities [Abstract] | | |
Capital Stock [Table Text Block] | Description of Shares The following description of the terms of the shares of stock of the Fund is only a summary. For a complete description, please refer to the Fund’s charter (the “Charter”) and Bylaws (the “Bylaws”). The Charter and Bylaws are exhibits to the Fund’s registration statement, of which this Prospectus forms a part. The Fund’s authorized capital consists of 1,000,000,000 shares of common stock, $0.001 par value per share. Of the total Shares authorized, 250,000,000 are classified and designated as Class I Shares, 250,000,000 are classified and designated as Class D Shares, 250,000,000 are classified and designated as Class S Shares, and 250,000,000 are classified and designated as Class T Shares. As of the date of this Prospectus, only Class I Shares are available for purchase. There is currently no market for the Fund’s Shares, and the Fund does not expect that a market for its Shares will develop in the foreseeable future, if ever. A majority of the entire Board may, without any action by the stockholders, amend the Charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of any class or series that the Fund has authority to issue. Under Maryland law, the Fund’s stockholders generally will not be personally liable for the Fund’s debts or obligations. Shares General All Shares offered pursuant to this Prospectus will be, upon issuance, duly authorized, fully paid and nonassessable. The Fund intends to offer four classes of its Shares on a continuous basis: Class I Shares, Class D Shares, Class S Shares and Class T Shares. An investment in any share class of the Fund represents an investment in the same assets of the Fund. Each share class has different fees, as set forth in “Summary of Fund Expenses.” Certain share class details are set forth in “Plan of Distribution.” Common stockholders are entitled to receive distributions when, as and if authorized by the Board and declared by the Fund out of assets legally available for the payment of distributions. Common stockholders have no preference, conversion, exchange, sinking fund or repurchase rights, have no preemptive rights to subscribe for any of the Fund’s securities and have no appraisal rights unless the Board determines that appraisal rights apply, with respect to all or any classes of Shares, to one or more transactions occurring after the date of such determination in connection with which common stockholders would otherwise be entitled to exercise appraisal rights. Distributions Distributions may be paid to common stockholders if, as and when authorized by the Board and declared by the Fund out of assets legally available therefor. The Fund does not have any preferred shares outstanding as of the date of this Prospectus. If in the future any preferred shares are outstanding, common stockholders generally will not be entitled to receive any distributions from the Fund unless (1) the Fund has paid all accumulated dividends on the preferred shares, (2) the Fund has repurchased the full number of preferred shares required to be repurchased by any provision for mandatory repurchase of such preferred shares, (3) immediately after such a distribution, the Fund has an asset coverage of at least 200%, (4) the assets in the Fund’s portfolio meet any asset coverage requirements set forth by the Fund’s lenders or any applicable nationally recognized statistical rating organization (“NRSRO”), in each case, after giving effect to such a distribution and (5) there is no event of default existing under the terms of any of the Fund’s borrowings, in each case, after giving effect to such distributions. So long as senior securities representing indebtedness of the Fund are outstanding, stockholders generally will not be entitled to receive any distributions from the Fund unless (1) there is no event of default existing under the terms of such indebtedness, (2) immediately after such a distribution, the Fund has an asset coverage of at least 300% and (3) the assets in the Fund’s portfolio meet any asset coverage requirements set forth by the Fund’s lenders or any applicable NRSRO, in each case, after giving effect to such a distribution. Dividend Reinvestment Plan Pursuant to the DRIP, income dividends and/or capital gain distributions to stockholders will automatically be reinvested in additional Shares by the Plan Administrator unless a stockholder elects to receive cash. A stockholder may terminate participation in the DRIP at any time by notifying the Plan Administrator before the record date of the next distribution via email at brookiiai sscinc.com, by telephone at 844-915-0238 or in writing to Brookfield Infrastructure Income Fund Inc. at PO Box 219501, Kansas City, MO 64121-9501. Stockholders whose Shares are held in the name of a broker or other nominee and who wish to elect to receive any dividends and distributions in cash must contact their broker or nominee. All distributions to stockholders who do not participate in the DRIP, or have elected to terminate their participation in the DRIP, are paid by wire or check mailed directly to the record holder by or under the direction of the Plan Administrator when the Board declares a distribution. The Plan Administrator maintains all stockholder accounts in the DRIP and furnishes written confirmations of all transactions in the account, including information needed by stockholders for tax records. Shares in the account of each DRIP participant are held by the Plan Administrator in non-certificated form in the name of the participant, and each stockholder’s proxy includes Shares purchased pursuant to the DRIP. The Plan Administrator will forward all proxy solicitation materials to participants and vote proxies for Shares held under the DRIP in accordance with the instructions of the participants. There is no charge to participants for reinvesting regular distributions and capital gains distributions; however, the Fund reserves the right to amend the DRIP to include a service charge payable by the participants. The fees of the Plan Administrator for handling the reinvestment of regular distributions and capital gains distributions are included in the fee to be paid by us to our transfer agent. There are no brokerage charges with respect to Shares are used directly by us as a result of regular distributions or capital gains distributions payable either in Shares or in cash. The automatic reinvestment of such dividends or distributions does not relieve participants of any income tax that may be payable on such dividends or distributions. See “ Certain U.S. Federal Income Tax Considerations The Fund reserves the right to amend or terminate the DRIP at any time. Any expenses of the DRIP will be borne by the Fund. All correspondence or questions concerning the DRIP should be directed to Brookfield Infrastructure Income Fund Inc., PO Box 219501, Kansas City, MO 64121-9501. For direct stockholders, if you elect to receive distributions and/or capital gains paid in cash, and the U.S. Postal Service cannot deliver the check, or if a check remains outstanding for six months, the Fund reserves the right to reinvest the distribution check in your account, at the Fund’s current NAV, and to reinvest all subsequent distributions. Stockholders that are investors through a financial intermediary should contact their Selling Agent directly. Liquidation Rights The Fund’s stockholders are entitled to the then-current NAV per share of the assets legally available for distribution to the Fund’s stockholders in the event of the liquidation, dissolution or winding up of the Fund, after payment of or adequate provision for all of the Fund’s known debts and liabilities, including any outstanding debt securities or other borrowings and any interest thereon. These rights are subject to the preferential rights of outstanding shares of any other class or series of the Fund’s stock, including any preferred shares. Voting Rights Each outstanding Share generally entitles the holder to cast one vote on all matters submitted to a vote of the Fund’s stockholders, including the election of directors. The presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast (without regard to class) at a meeting of the Fund’s stockholders constitutes a quorum at the meeting, unless applicable law or regulatory requirements or the Charter requires a separate vote of one or more classes of the Fund’s stock, in which case the presence in person or by proxy of the stockholders entitled to cast a majority of all the votes entitled to be cast by stockholders of each such class of Shares on such a matter will constitute a quorum. The Charter requires such separate vote with respect to any matter which the Board determines affects only one or more (but less than all) classes of Shares, in which case only holders of the affected class or classes of Shares are entitled to vote. There is no cumulative voting in the election of directors. Consequently, at each annual meeting of the Fund’s stockholders, the holders of a majority of the outstanding Shares entitled to vote will be able to elect all of the successors of the directors whose terms expire at that meeting, except that holders of a majority of the outstanding preferred shares, if any, will have the right, voting as a separate class, to elect two directors at all times. Mandatory Repurchases Shares are able to be repurchased at the option of the Fund without consent or other action by the stockholder or other person if the Fund determines that: · the Shares have vested in any other person other than by operation of law as a result of the death, divorce, dissolution, bankruptcy, insolvency or adjudicated incompetence of the stockholder; · ownership of the Shares by a stockholder or other person is likely to cause the Fund to be in violation of, or require registration of the Shares under, or subject the Fund to additional registration or regulation under, the securities, commodities, or other laws of the U.S. or any other relevant jurisdiction; · continued ownership of the Shares by a stockholder may subject the Fund or any stockholder to an undue risk of adverse tax or other fiscal or regulatory consequences; · any of the representations and warranties made by a stockholder or other person in connection with the acquisition of Shares were not true when made or has ceased to be true; or · with respect to a stockholder subject to special laws or compliance requirements, such as those imposed by ERISA, the Bank Holding Company Act or certain Federal Communication Commission regulations (collectively, “Special Laws or Regulations”), the stockholder is likely to be subject to additional regulatory or compliance requirements under these Special Laws or Regulations by virtue of continuing to hold any Shares. Shares will be repurchased at the NAV per share of the class of Shares being repurchased. Preferred Shares The Charter authorizes the Board to classify and reclassify any unissued shares of stock into shares of stock of other classes or series, including preferred shares, without the approval of common stockholders. Common stockholders have no preemptive right to purchase any preferred shares that the Fund may issue. As of the date of this Prospectus, the Fund had no preferred shares outstanding. The Fund may elect to issue additional preferred shares in the future as part of a leveraging strategy. Prior to the issuance of shares of stock of any class or series, the Board is required by Maryland law and by the Charter to set the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of each such class or series. Thus, the Board could authorize the Fund to issue shares of stock with terms that could have the effect of delaying, deferring or preventing a transaction or a change in control that might involve a premium price for common stockholders or otherwise be in their best interests. Any issuance of preferred shares, however, must comply with the requirements of the Investment Company Act. If the Fund elects to issue preferred shares (and/or notes or other debt securities), its ability to make distributions to its common stockholders may be limited by the terms of such preferred shares or debt securities, the asset coverage requirements and other limitations imposed by the Investment Company Act, Maryland law and the Fund’s lenders. Under the Investment Company Act, holders of the preferred shares would be entitled to elect two directors of the Fund at all times and to elect a majority of the Fund’s directors if at any time dividends on the preferred shares are unpaid in an amount equal to two full years’ dividends. Holders of the preferred shares would continue to have the right to elect a majority of the Fund’s directors until all dividends in arrears on the preferred shares have been paid. In addition, holders of the preferred shares would also be entitled to vote separately as a class on certain matters, which may at times give holders of preferred shares disproportionate influence over the Fund’s affairs. Uncertificated Shares; Transfer Agent The Fund does not issue certificates for shares of its stock. The Shares are held in “uncertificated” form, which will eliminate the physical handling and safekeeping responsibilities inherent in owning transferable share certificates and eliminate the need to return a duly executed share certificate to effect a transfer. The Transfer Agent acts as the Fund’s registrar and as the Transfer Agent for the Shares. With respect to Shares held by a financial intermediary on behalf of an investor, the financial intermediary will be responsible for the functions of the registrar and transfer agent. Transfers can be effected simply by mailing a transfer and assignment form, which the Fund will provide to you at no charge, to the Transfer Agent. See “ Custodian and Transfer Agent | |
Security Dividends [Text Block] | Distributions Distributions may be paid to common stockholders if, as and when authorized by the Board and declared by the Fund out of assets legally available therefor. The Fund does not have any preferred shares outstanding as of the date of this Prospectus. If in the future any preferred shares are outstanding, common stockholders generally will not be entitled to receive any distributions from the Fund unless (1) the Fund has paid all accumulated dividends on the preferred shares, (2) the Fund has repurchased the full number of preferred shares required to be repurchased by any provision for mandatory repurchase of such preferred shares, (3) immediately after such a distribution, the Fund has an asset coverage of at least 200%, (4) the assets in the Fund’s portfolio meet any asset coverage requirements set forth by the Fund’s lenders or any applicable nationally recognized statistical rating organization (“NRSRO”), in each case, after giving effect to such a distribution and (5) there is no event of default existing under the terms of any of the Fund’s borrowings, in each case, after giving effect to such distributions. So long as senior securities representing indebtedness of the Fund are outstanding, stockholders generally will not be entitled to receive any distributions from the Fund unless (1) there is no event of default existing under the terms of such indebtedness, (2) immediately after such a distribution, the Fund has an asset coverage of at least 300% and (3) the assets in the Fund’s portfolio meet any asset coverage requirements set forth by the Fund’s lenders or any applicable NRSRO, in each case, after giving effect to such a distribution. | |
Security Voting Rights [Text Block] | Voting Rights Each outstanding Share generally entitles the holder to cast one vote on all matters submitted to a vote of the Fund’s stockholders, including the election of directors. The presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast (without regard to class) at a meeting of the Fund’s stockholders constitutes a quorum at the meeting, unless applicable law or regulatory requirements or the Charter requires a separate vote of one or more classes of the Fund’s stock, in which case the presence in person or by proxy of the stockholders entitled to cast a majority of all the votes entitled to be cast by stockholders of each such class of Shares on such a matter will constitute a quorum. The Charter requires such separate vote with respect to any matter which the Board determines affects only one or more (but less than all) classes of Shares, in which case only holders of the affected class or classes of Shares are entitled to vote. There is no cumulative voting in the election of directors. Consequently, at each annual meeting of the Fund’s stockholders, the holders of a majority of the outstanding Shares entitled to vote will be able to elect all of the successors of the directors whose terms expire at that meeting, except that holders of a majority of the outstanding preferred shares, if any, will have the right, voting as a separate class, to elect two directors at all times. | |
Security Liquidation Rights [Text Block] | Liquidation Rights The Fund’s stockholders are entitled to the then-current NAV per share of the assets legally available for distribution to the Fund’s stockholders in the event of the liquidation, dissolution or winding up of the Fund, after payment of or adequate provision for all of the Fund’s known debts and liabilities, including any outstanding debt securities or other borrowings and any interest thereon. These rights are subject to the preferential rights of outstanding shares of any other class or series of the Fund’s stock, including any preferred shares. | |
Security Preemptive and Other Rights [Text Block] | Common stockholders have no preference, conversion, exchange, sinking fund or repurchase rights, have no preemptive rights to subscribe for any of the Fund’s securities and have no appraisal rights unless the Board determines that appraisal rights apply, with respect to all or any classes of Shares, to one or more transactions occurring after the date of such determination in connection with which common stockholders would otherwise be entitled to exercise appraisal rights. | |
Rights Subject to Other than Majority Vote [Text Block] | Action by Stockholders Under Maryland 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 Charter), by unanimous written consent in lieu of a meeting. | |
No Assurance Of Investment Return [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | No Assurance of Investment Return Past performance of investment entities associated with Brookfield, the Adviser or its investment professionals is not necessarily indicative of future results or performance and there can be no assurance that the Fund will achieve comparable results. Accordingly, investors should draw no conclusions from the performance of any other investments of Brookfield or the Adviser, and should not expect to achieve similar results. | |
General Economic Conditions Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | General Economic Conditions Public Health Risk | |
Public Health Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Public Health Risk Any outbreak of contagious diseases and other adverse public health developments, together with any resulting disruptions or restrictions on travel, social distancing policies and/or quarantines imposed or recommended by the governments of the jurisdictions where Brookfield, the Fund and/or its Portfolio Investments are based (together, the “Isolation Measures”), could have a material and adverse effect on the Fund and its Portfolio Investments, including by disrupting or otherwise adversely affecting the human capital, business operations or financial resources of the Adviser, the Portfolio Investments, the Fund or the Fund’s Administrator or other service providers to the Fund (which could, in turn, adversely impact the ability of such service providers to fully support the administration and operations of the Fund). In addition, a significant outbreak of contagious diseases in the human population, and any containment or other remedial measures imposed (including the Isolation Measures), may result in a widespread health crisis that could severely disrupt global, national and/or regional economies and financial markets (including significant disruption in supply chains) and cause an economic downturn that could adversely affect the performance of the Fund and its Portfolio Investments. Disrupted global, national and/or regional economies and financial markets may also result in increased competition to acquire perceived “safe haven” assets ( e.g. Impact of Natural or Man-Made Disasters; Disease Epidemics Isolation Measures, even if temporary or short-dated, may negatively impact the execution and progression of the Fund’s investment strategy, the ongoing management and operation of any Portfolio Investment and/or impede the ability for any Portfolio Investments to satisfy their contractual obligations owed to third parties. Any failure by a Portfolio Investment to satisfy its contractual obligations may result in contractual counterparties pursuing claims for damages. Isolation Measures may also result in delays to construction, development and/or upgrade work relating to the Portfolio Investments, which could lead to contractual penalties and/or a failure to develop, progress and/or reposition a Portfolio Investment in the manner which was initially intended, which may, in turn, result in reductions of the Fund’s income and/or realization proceeds in respect of such Portfolio Investments, or in fact in the Fund not being able to realize any proceeds in respect of such Portfolio Investments at all for as long as such construction, development and/or upgrade work is not completed. The performance of the Fund may also be affected by particular issues affecting companies, regions or sectors and sub-sectors of its Portfolio Investments. Given the significant levels of uncertainty and the economic and financial market disruptions (including significant disruption in supply chains) and volatility currently occurring and anticipated in connection with the outbreak, it is expected that valuations of potential Portfolio Investments, especially distressed assets or assets impacted by dislocation, will continue to be materially adversely impacted and meaningfully uncertain for current and future periods (at least in the short term). See the risks associated with valuations described elsewhere in this Prospectus, including “ Valuations | |
Governmental Intervention Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Governmental Intervention | |
Highly Competitive Market For Investment Opportunities Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Highly Competitive Market for Investment Opportunities The Fund will compete for the right to make Portfolio Investments with an ever-increasing number of other parties, including other consortia and companies, other private investment funds as well as individuals, financial institutions and other institutions, some of which may have greater resources than the Fund. As a result of such competition, the Fund may have difficulty in making certain Portfolio Investments or, alternatively, the Fund may be required to make Portfolio Investments on economic terms less favorable than anticipated. If the Fund fails to make new Portfolio Investments or makes Portfolio Investments on less favorable terms, the Fund’s financial condition and results of operations could be materially and adversely affected. Portfolio Investments may also face competition from other infrastructure assets in the vicinity of the assets they operate (including those owned by Brookfield and other Brookfield vehicles), the presence of which depends in part on government plans and policies. Such competition may materially and adversely affect the Fund’s business, financial conditions and results of operations. | |
Hedging Transactions Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Hedging Transactions The success of hedging transactions will be subject to the ability to correctly predict movements in and the direction of, currency exchange rates, interest rates, commodity prices and public security prices. Therefore, while the Fund or a Portfolio Company may enter into hedging transactions to seek to reduce these risks, unanticipated changes in currency exchange rates, interest rates, commodity prices or public security prices that do not occur within a given timeframe may result in a poorer overall performance for the Fund than if it had not engaged in any hedging transaction. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements of the Portfolio Investments being hedged may vary. Moreover, for a variety of reasons, the Fund or a Portfolio Company may not have established a perfect correlation between hedging instruments and the Portfolio Investments being hedged. This imperfect correlation may prevent the Fund, or a Portfolio Company, as applicable, from achieving the intended hedge or expose it to risk of loss. In addition, there is no limit on the exposure that may be incurred to any single counterparty with over-the-counter derivative instruments, exchange listed securities, options, repurchase agreements or other similar transactions and, as a result, if any such counterparty becomes unable to pay amounts due on such instruments or transactions, the financial losses to the Fund would be greater than if such limits were imposed. Furthermore, the creditworthiness of a counterparty to any hedging transaction entered into by the Fund may change over time and, while such counterparty may have been creditworthy at the time such transaction was entered into, there is no guarantee such counterparty will remain creditworthy throughout the duration of the Fund or that such counterparty will be able to perform its obligations under, or pay amounts due on, such hedging transactions. This risk is also subject to, and heightened by, commodity price fluctuations. Moreover, the U.S. Commodity Futures Trading Commission (the “CFTC”) and other federal and global financial regulators have adopted margin requirements for uncleared derivatives which may present significant challenges and additional risks for the Fund, including increased costs, reduced access to dealer counterparties, potential decreases in market liquidity and other unforeseen consequences. These requirements also may result in the Fund being unable to adequately hedge its Portfolio Investments, which may have an adverse impact on the performance of the Fund. It is likely that the Fund will leave unhedged certain currency exchange rates, interest rates, commodity prices and public security prices and in any such case, the Fund will be exposed to risk that such fluctuation of prices thereof will decline during the term of the Portfolio Investments such that the results of such Portfolio Investments will be worse in United States dollar terms than the results based upon the local currency. It is also possible that the Fund could be overhedged and that could also result in a decline in value during the term of the Portfolio Investment. | |
Commodity Price Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Commodity Price Risk Unforeseen Events Risk | |
Inflation And Interest Rate Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Inflation and Interest Rate Risk e.g. Certain countries’ economies, including in particular many emerging markets, have experienced extremely high rates of inflation for extended periods of time. Inflation has and may continue to have, negative effects on the economies of certain of these countries. For example, the risks associated with transactions using local currencies are significantly greater in hyper-inflationary economies than in other less inflationary markets. | |
Refinancing Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Refinancing Risk | |
Regional Risk Interdependence Of Markets [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Regional Risk; Interdependence of Markets | |
Trade Policy Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Trade Policy | |
Risks Associated With Investments In Infrastructure Securities [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Risks Associated with Investments in Infrastructure Securities | |
Equity Securities Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Equity Securities | |
Debt Portfolio Investments Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Debt Portfolio Investments | |
Distressed Investments Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Distressed Investments Portfolio Investments or prospective portfolio companies may be or may become involved in bankruptcy proceedings as may parent organizations of Portfolio Investments or prospective portfolio companies that are within distressed industries or subject to distressed situations. Bankruptcy or other insolvency proceedings are highly complex and may result in unpredictable outcomes. The bankruptcy courts have extensive power and, under some circumstances, may alter contractual obligations of a bankrupt company. Stockholders, creditors and other interested parties are all entitled to participate in bankruptcy proceedings to attempt to influence the outcome for their own benefit. A variety of factors may affect the bargaining position of holders of distressed Portfolio Investments and may accordingly affect the outcome. The time required to conclude a bankruptcy case is unpredictable, and may have a material impact on the value of a distressed Portfolio Investment. It also frequently is a critical variable in determining the rate of return on a distressed Portfolio Investment. Distressed Portfolio Investments require active monitoring and may, at times, require participation in business strategy or reorganization proceedings by the Adviser. To the extent that the Adviser becomes involved in such proceedings, the Fund may have a more active participation in the affairs of the issuer than that assumed generally by an investor. In addition, involvement by the Adviser in an issuer’s reorganization proceedings (or by having representatives on a creditor’s committee or on its board of directors) could result in the imposition of restrictions limiting the Fund’s ability to liquidate its position in the issuer. The level of analytical sophistication, both financial and legal, necessary for successful investment in companies experiencing significant business and financial difficulties is unusually high. There is no assurance that the Adviser will correctly evaluate the value of a Portfolio Company’s assets or the prospects for a successful reorganization or similar action. In any reorganization or liquidation proceeding relating to a Portfolio Company in which the Fund invests, the Fund may lose its entire Portfolio Investment, may be required to accept cash or securities with a value less than the Fund’s original Portfolio Investment, and/or may be required to accept payment over an extended period of time. | |
Credit Risks [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Credit Risk | |
Regulatory And Legal Risks [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Regulatory and Legal Risks | |
Market Abuse Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Market Abuse | |
Public Infrastructure Risks [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Public Infrastructure Risks | |
Environmental Risks [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Environmental Risks Under various environmental statutes, rules and regulations of the appropriate jurisdiction, a current or previous owner or operator of real property may be liable for non-compliance with applicable environmental and health and safety requirements and for the costs of investigation, monitoring, removal or remediation of hazardous materials. These laws often impose liability whether or not the owner or operator knew of or was responsible for, the presence of hazardous materials. Environmental statutes, rules and regulations can also change or a condition at a Portfolio Company can change and lead to liabilities or obligations that did not exist or were not foreseen at the time of the Portfolio Investment. The presence of hazardous materials on a property could also result in personal injury, property damage or similar claims by private parties. Persons who arrange for the disposal or treatment of hazardous materials may also be liable for the costs of removal or remediation of those materials at the disposal or treatment facility, whether or not that facility is or ever was owned or operated by that person. Any liability of Portfolio Investments resulting from non-compliance or other claims relating to environmental matters or any costs related to coming into compliance could have a material adverse effect on the value of the Portfolio Investments. | |
Unforeseen Events Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Unforeseen Events Risk | |
Transport Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Transport Risk | |
Toll Rates Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Toll Rates Risk | |
Renewable Power Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Renewable Power Risk | |
Utility And Midstream Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Utility and Midstream Risk The ownership, construction, operation and transition of new or existing utility and midstream infrastructure companies carry an inherent risk of liability related to health, safety, security and the environment, including the risk of potential civil liability or of government imposed orders to remedy unsafe conditions and/or to remediate or otherwise address environmental contamination or damage. Portfolio Investments could also be exposed to potential penalties for contravention of health, safety, security and environmental laws. In the ordinary course of business, owners of utility and midstream infrastructure companies incur capital and operating expenditures to comply with health, safety, security and environmental laws to obtain licenses, permits and other approvals and to assess and manage related risks. The cost of compliance with these laws (and any future laws or amendments enacted) may increase over time and result in additional material expenditures. Portfolio Investments may become subject to government orders, investigations, inquires and other proceedings (including civil claims) relating to health, safety, security and environmental matters as a result of which such Portfolio Investment’s operations may be limited or suspended. The occurrence of any of these events and any changes, additions to or more rigorous enforcement of health, safety, security and environmental laws could have a material and adverse impact on a Portfolio Investment’s operations and result in additional material expenditures. Additional environmental, health and safety issues relating to presently known or unknown matters may require unanticipated expenditures, or result in fines, penalties or other consequences (including changes to operations) that may be material and adverse to the Portfolio Investments. Furthermore, in the ordinary course of business utility and midstream infrastructure companies are involved in various legal actions that could expose such companies to liability for damages. The outcome with respect to outstanding, pending or future actions cannot be predicted with certainty and may be adverse to the Portfolio Investments and as a result could have a material adverse effect on such Portfolio Investment’s assets, liabilities, business, financial condition, results of operations and cash flow. Such Portfolio Investments are subject to governmental or regulatory investigations from time to time. Governmental and regulatory investigations, regardless of their outcome, are generally costly, divert management attention and have the potential to damage the Fund and Brookfield’s reputation. There has been increasing global focus on the implementation and enforcement of anti-bribery and anti-corruption legislation by various governmental agencies, including the SEC and the Department of Justice in the United States The unfavorable resolution of any governmental or regulatory investigation could result in criminal liability, fines, penalties and other monetary or non-monetary remedies and could materially affect the Portfolio Investments or such Portfolio Investment’s operations. The following are examples of risks associated with certain industries within the utilities and midstream sectors. · Electric · Gas · Water | |
Data Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Data Risk The data sector is generally subject to United States federal, state, local and non-U.S. regulation. Local zoning authorities and community organizations are often opposed to construction in their communities and these regulations can delay, prevent or increase the cost of new tower, data center and/or system distribution construction and modifications. Existing regulatory policies may materially and adversely affect the associated timing or cost of such projects and additional regulations may be adopted which increase delays or result in additional costs, or that prevent proposed projects in certain locations. See “ Regulatory and Legal Risks Furthermore, if radio frequency emissions from wireless handsets or equipment on towers are demonstrated to cause negative health effects, potential future claims could adversely affect operations, costs and revenues. | |
Development And Construction Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Development and Construction Risk e.g. | |
Demand And Usage Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Demand and Usage Risk | |
Loss Of Customers Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Loss of Customers | |
Operational Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Operational Risk | |
New And Disruptive Technologies Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | New and Disruptive Technologies | |
Reliance On Portfolio Company Management Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Reliance on Portfolio Company Management | |
Labor Relations Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Labor Relations | |
Impact Of Natural Or Man Made Disasters Disease Epidemics Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Impact of Natural or Man-Made Disasters; Disease Epidemics In addition, certain illnesses spread rapidly and have the potential to significantly adversely affect the global economy. Any outbreak of disease epidemics such as the severe acute respiratory syndrome, avian influenza, H1N1/09, including most recently, COVID-19, or other similarly infectious diseases may result in the closure or suspension of certain businesses, and could also result in (a) the lack of availability or price volatility of raw materials or component parts necessary to a Portfolio Company’s business, (b) disruption of regional or global trade markets and/or the availability of capital or leverage, (c) trade restrictions which impact a Portfolio Company’s business and/or (d) a general economic decline and/or decline in the market applicable to any Portfolio Company, and have an adverse impact on the Fund’s value, Portfolio Investments, or the Fund’s ability to source new Portfolio Investments. This type of market disruption may also make it difficult to obtain a credit facility or to finance particular Portfolio Investments. | |
Climate Change Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Climate Change The Fund may be making Portfolio Investments that are heavily involved in alleviating the effects of climate change. The business success of any such Portfolio Company may be inextricably tied to its ability to mitigate the effects of climate change, which may be challenging or unattainable. Conversely, certain Portfolio Investments may, at the time of the Fund’s Portfolio Investment, and thereafter (including during the Fund’s hold period), be considered “high risk” in terms of their impact on their communities and the environment, and may be actively creating negative externalities on their local and global climates. Such “high risk” businesses may be subject to increased regulatory scrutiny and government disincentives, each of which may change unpredictably, which therefore may decrease the value of such Portfolio Company. | |
Business Transformation Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Business Transformation | |
Control Position Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Control Position In addition, a previous United States court decision has increased the likelihood that the Fund could be jointly and severally liable with its Portfolio Investments for the Portfolio Investments’ defined benefit pension liabilities. Under ERISA (as defined below), a trade or business that owns at least 80% of another entity may be jointly and severally liable for that other entity’s unfunded pension liabilities if the plan terminates or if the employer withdraws from contributing to the plan. A previous United States Federal appeals court decision has held that a private equity fund is a “trade or business” for these purposes. In acquiring Portfolio Investments with unfunded pension liabilities, both the risk of this liability being incurred as well as risk mitigation strategies will be evaluated and, in appropriate instances, this risk may cause the Fund to not pursue an otherwise attractive investment opportunity or to limit its ownership percentage to below the 80% threshold. If the Fund does acquire Portfolio Investments with unfunded pension liabilities and does not limit its ownership percentage to below the 80% threshold, it may face certain liabilities related to the above. | |
Board Participation Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Board Participation | |
Minority Position And Toe Hold Investments Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Minority Position and “Toe-hold” Investments If the Fund takes a minority position in publicly traded securities as a “toe-hold” investment, such publicly traded securities may fluctuate in value over the limited duration of the Portfolio Investment in such publicly traded securities, which could potentially reduce returns to stockholders. While the Adviser may seek to accumulate larger positions and/or incremental economic exposure through open market purchases, registered tender offers, negotiated transactions, private placements or equity derivatives ( i.e. Additionally, from time to time the Fund may make a toe-hold Portfolio Investment in publicly traded securities as part of a potential broader, longer-term investment strategy, and as a result, the Fund may keep certain information related to such Portfolio Investments confidential due to certain disclosure and regulatory related considerations. | |
Investments In Derivatives Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Investments in Derivatives Hedging Transactions Minority Position and ‘Toe-hold’ Investments | |
Other Investment Techniques And Instruments Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Other Investment Techniques and Instruments | |
Affiliated Transaction Restrictions Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Affiliated Transaction Restrictions Although the Adviser will endeavor to allocate investment opportunities in a fair and equitable manner, the Fund and the stockholders could be adversely affected to the extent investment opportunities are allocated to other investment vehicles managed or sponsored by, or affiliated with, the Fund’s executive officers, directors and members of the Adviser. The Fund might not participate in each individual opportunity but will, on an overall basis, be entitled to participate equitably with other entities managed by the Adviser and its affiliates. The Adviser seeks to treat all clients fairly and equitably over time such that none receives preferential treatment vis-à-vis the others over time, in a manner consistent with its fiduciary duty to each of them; however, in some instances, especially in instances of limited liquidity, the factors may not result in pro rata | |
Public Company Securities Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Public Company Securities In the event that the Fund invests in distressed public securities, among the problems involved in such Portfolio Investments is the fact that it frequently may be difficult to obtain information as to the conditions of such troubled issuers. The market prices of such securities are also subject to abrupt and erratic market movements and above average price volatility, and the spread between the bid and asked prices of such securities may be greater than normally expected. It may take a number of years for the market price of such securities to reflect their intrinsic value. | |
Private Securities Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Private Securities | |
Non U S Investments Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Non-U.S. Investments | |
Risks Of Investing In Emerging And Developing Markets [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Risks of Investing in Emerging and Developing Markets In addition, governments in certain countries participate to a significant degree in their economies through ownership interests and/or regulation. With respect to certain countries, there may also be the possibility of expropriation, confiscatory taxation or other protectionist measures or diplomatic developments that could affect investments in those countries. Repatriation of investment income, capital and the proceeds of sale by non-U.S. investors may require governmental registration and approval in some emerging or developing market countries. Furthermore, some emerging and developing market countries have laws and regulations that require government approval under certain circumstances, including under corporate, securities, currency control and other similar laws and may require financing and structuring alternatives that differ significantly from those customarily used in more developed countries. The process of obtaining these approvals may require a significant expenditure of time and resources. In certain countries, such laws and regulations have been subject to unpredicted and frequent changes, potentially exposing the Fund to taxes, restrictions and other obligations that were not anticipated at the time of initial investment. | |
Investments In New Jurisdictions Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Investments in New Jurisdictions | |
Investment In Nonperforming Or Troubled Assets Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Investment in Nonperforming or Troubled Assets | |
Risks Related To Investment Structure [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Risks Related to Investment Structure e.g e.g. | |
Accounting Standards Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Accounting Standards | |
Risks Relating To Due Diligence Of Portfolio Investments [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Risks Relating to Due Diligence of Portfolio Investments Consultants, legal advisors, appraisers, accountants, investment banks and other third parties may be involved in the due diligence process and/or the ongoing operation of the Fund’s Portfolio Investments to varying degrees. For example, certain asset management, finance, administrative and other similar functions may be outsourced to a third-party service provider whose fees and expenses will be borne by the Portfolio Investments or the Fund and will not offset Management Fees. Such involvement of third-party advisors or consultants may present a number of risks primarily relating to the Adviser’s reduced control of the functions that are outsourced. In addition, if the Adviser is unable to timely engage third-party providers, its ability to evaluate and acquire more complex targets could be adversely affected. | |
Expedited Transactions Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Expedited Transactions | |
Portfolio Investment Liabilities Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Portfolio Investment Liabilities | |
Risks From Operations Of Other Portfolio Entities [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Risks from Operations of Other Portfolio Entities | |
Absence Of Operating History Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Absence of Operating History | |
Reliance On Management Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Reliance on Management | |
Unlisted Closed End Fund Structure Limited Liquidity Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Unlisted Closed-End Fund Structure; Limited Liquidity Repurchases | |
Operational Risks [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Operational Risk | |
Risk Of Unsuccessful Exit Strategies [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Risk of Unsuccessful Exit Strategies | |
Illiquid And Long Term Investments Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Illiquid and Long-Term Investments | |
Projections Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Projections | |
Valuations Risks [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Valuations In particular, several factors which involve a significant degree of judgment could impact the valuation of the Fund’s Infrastructure Investments. The Fund will primarily hold Infrastructure Investments and other assets that will not necessarily have readily ascertainable market values and which may be more illiquid in nature. The valuation of such illiquid assets is inherently subjective and subject to increased risk that the information utilized to value such assets or to create the pricing models may be inaccurate or subject to other error. In addition, valuations rely on a variety of assumptions, including assumptions about projected cash flows for the remaining holding periods for the assets, market conditions at the time of such valuations and/or any anticipated disposition of the assets, legal and contractual restrictions on transfers that may limit liquidity, and any transaction costs related to, and the timing and manner of, any anticipated disposition of the assets, all of which may materially differ from the assumptions and circumstances on which the valuations are based. The value of the Fund’s assets may also be affected by any changes in accounting standards, policies or practices as well as general economic, political, regulatory and market conditions and the actual operations of Infrastructure Investments, which are not predictable and can have a material impact on the reliability and accuracy of such valuations. As such, the carrying value of an asset may not reflect the price at which the Infrastructure Investment could be sold in the market, and the difference between carrying value and the ultimate sales price could be material. Accordingly, such values may not accurately reflect the actual market values of the Infrastructure Investments, and, thus, shareholders will likely make decisions as to whether to purchase or tender Shares without complete and accurate valuation information. | |
Interpretation Of Governing Documents Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Interpretation of Governing Documents | |
Anti Takeover Provisions Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Anti-Takeover Provisions | |
Concentration Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Concentration Risk | |
Risks Upon Disposition Of Investments [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Risks Upon Disposition of Investments | |
Recourse To Assets Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Recourse to Assets | |
Other Considerations Regarding Repurchases Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Other Considerations Regarding Repurchases | |
Claims Against Brookfield; Regulatory Investigations Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Claims Against Brookfield; Regulatory Investigations | |
Risk Of Brookfield Credit Event Or Adverse Effect On Brookfield Operations [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Risk of Brookfield Credit Event or Adverse Effect on Brookfield’s Operations | |
Adverse Publicity Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Adverse Publicity | |
Follow On Investments Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Follow-On Investments Allocation of Investment Opportunities In the event that an initial investment in a Portfolio Company was shared between the Fund, other Brookfield Accounts and/or other third parties (including co-investors), and a Follow-On Investment opportunity arises with respect to such initial Portfolio Investment, the Follow-On Investment will not necessarily be made in the same proportions as the initial Portfolio Investment (including, among other reasons, if (i) the relevant entities having different views as to the desirability of the Follow-On Investment or different amounts of available capital, (ii) the Follow-On Investment opportunity has a different investment profile or attributes less suited to the relevant entities, (iii) a Brookfield Account had participated in the applicable initial Portfolio Investment in support of the Fund and determines that similar support is not needed or appropriate in respect of the applicable Follow-On Investment or (iv) in situations where Brookfield had earlier provided interim financing in lieu of the Fund providing a Bridge Financing (see “ Risk of Bridge Financings Valuations Generally, the Fund will make Follow-On Investment opportunities available pro rata | |
Borrowing Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Borrowing The extent to which the Fund or its subsidiary (including a Portfolio Company) uses leverage may have important consequences to the stockholders, including, but not limited to, the following: (a) greater fluctuations in the net assets of the Fund; (b) use of cash flow (including capital contributions) for debt service and related costs and expenses, rather than for additional Portfolio Investments, distributions or other purposes; (c) increased interest expense, if interest rate levels were to increase; (d) in certain circumstances, prematurely disposing of Portfolio Investments to service the Fund’s debt obligations; and (e) limitation on the flexibility of the Fund to make distributions to its stockholders or sell assets that are pledged to secure the indebtedness. There can be no assurance that the Fund will have sufficient cash flow to meet its debt service obligations. As a result, the Fund’s exposure to losses may be increased due to the illiquidity of Portfolio Investments generally. In connection with any credit facility entered into by the Fund, the borrowers thereon (and the stockholders) may be required to (A) make certain representations and warranties to one or more lenders and (B) indemnify the lenders pursuant to any credit facility in case any such representations and warranties are inaccurate. These arrangements may create contingent liabilities of the Fund and/or its subsidiaries, for which the Adviser may establish reserves or escrow accounts. Moreover, in certain circumstances a borrowing may be incurred at the Fund level for the benefit of one or more specific Portfolio Investments, which may expose all of the assets of the Fund to claims of creditors, even though one or more stockholders may have been excused from the investment in such Portfolio Company. | |
Capital Raise Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Capital Raise | |
Leveraged Portfolio Investments Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Leveraged Portfolio Investments Further, an adverse economic change could result in some lenders imposing more stringent restrictions on the terms of credit or a general reduction in the amount of credit available in the markets in which the Fund will seek to invest. Any negative impact from the tightening of, or adverse changes in, the credit markets may result in: (a) an inability to finance the acquisition of Portfolio Investments on favorable terms, if at all; (b) increased financing costs; or (c) financing with increasingly restrictive covenants. Such changes in turn may negatively impact the performance of Portfolio Investments. To the extent there is a lack of readily available and reasonably priced debt financing available to potential purchasers at the time the Fund is ready to dispose of a Portfolio Investment, such circumstances could materially and negatively affect the number of potential purchasers and the prices purchasers are willing to pay the Fund. | |
Risk Of Bridge Financings [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Risk of Bridge Financings Co-Investment Expenses Generally, in the case of the Fund reducing a Portfolio Investment involving Bridge Financing (including through disposition or co-investment), such transaction will be completed at a price negotiated by the Adviser and the purchaser taking into account the then-relevant facts and circumstances, which may include the Fund’s cost of such Portfolio Investment (and an allocable portion of costs and expenses) and other market events and forces. There can be no assurance that such transaction price will be equal to or more than the Fund’s cost of such Portfolio Investment or that it necessarily or accurately reflect the then-market value of such Portfolio Investment, all costs and expenses associated therewith, or any interest or other carrying cost that would typically be associated with a loan. In addition, the Fund may face increased risk of inability to complete the transaction under certain market conditions, including when the Portfolio Investment has decreased in value while held by the Fund. The Fund will be required to bear the losses of such Portfolio Investment if such a transaction is not consummated or if required to sell the co-investment at a reduced price in order to reduce the Fund’s exposure to such Portfolio Investment. In circumstances in which the Fund otherwise could have made a Bridge Financing, Brookfield may elect to provide such interim financing in lieu of the Fund doing so (any such interim financing, the “Syndicate Amount”). While Brookfield expects to syndicate any such interest to one or more other parties in such circumstances, there can be no guarantee that such syndication will be successful. If such syndication is not successful, Brookfield will own more of the applicable Portfolio Company than it originally intended. See “ Allocation of Co-Investments pro rata Follow-On Investments | |
U S Dollar Denomination Of Shares Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | U.S. Dollar Denomination of Shares | |
Litigation Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Litigation The outcome of any proceedings involving the Fund or the Portfolio Investments may materially adversely affect the Fund and may continue without resolution for long periods of time. Any litigation may consume substantial amounts of the Adviser’s time and attention, and that time and the devotion of these resources to litigation may, at times, be disproportionate to the amounts at stake in the litigation. Under the Advisory Agreement, the Fund will generally be responsible for indemnifying the Adviser and related parties for costs they may incur with respect to such litigation not covered by insurance. | |
Third Party Advice Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Third-Party Advice Cybersecurity Risk | |
Cybersecurity Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Cybersecurity Risk | |
Dependence On Third Party Administrators [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Dependence on Third-Party Administrators. | |
Regulatory Risks [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Regulatory Risks. | |
Investor Legal Regulatory And Policy Compliance Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Investor Legal, Regulatory and Policy Compliance | |
Prevention Of Money Laundering Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Prevention of Money Laundering As a result of the above-described anti-money laundering regulations or as a result of changes in law, the Adviser may from time to time request (outside of the subscription process), and the stockholders will be obligated to provide to the Adviser upon such request, additional information as from time to time may be required for the Adviser and the Fund to satisfy their respective obligations under these and other laws and regulations that may be adopted in the future. Such information may be provided to governmental and regulatory agencies without notification to the stockholders. Also, the Adviser may from time to time be obligated to file reports with various jurisdictions with regard to, among other things, the identity of the Fund’s stockholders and suspicious activities involving the Shares. In the event it is determined, or the Adviser believes, that any stockholder, or any direct or indirect owner of any stockholder, is a person identified in any of these laws and regulations as a prohibited person, or is otherwise engaged in activities of the type prohibited under these laws and regulations, or the investments by the stockholders is or has become a prohibited investment, the Adviser may be obligated, among other actions to be taken, to “freeze the account” of such stockholder and withhold distributions of any funds otherwise owing to such stockholder or to cause such stockholder’s Shares to be cancelled or otherwise repurchased (without the payment of any consideration in respect of those Shares). | |
Risks Associated With Status As Regulated Investment Company [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Risks Associated With Status as a Regulated Investment Company | |
Tax Exempt Investors Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Tax-Exempt Investors. | |
Non U S Investors Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Non-U.S. Investors. | |
Financial And Tax Situation Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Financial and Tax Situation Each prospective investor should be aware that tax laws, regulations and IRS rulings and guidance are changing on an ongoing basis, and such laws and regulations may be changed with retroactive effect and may directly or indirectly subject the Fund and/or the stockholders to increased tax liabilities or have other adverse effects, including requiring stockholders to provide certain additional information to the Fund. Moreover, the interpretation and application of tax laws and regulations by certain tax authorities may not be clear, consistent or transparent. Uncertainty in the tax law may require the accrual of potential tax liabilities even in situations where the Fund or the stockholders do not expect to be ultimately subject to such tax liabilities. Moreover, accounting standards or related tax reporting obligations may change, giving rise to additional accruals or other obligations. | |
Taxation Of Fund In Non U S Jurisdictions Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Taxation of the Fund in Non-U.S. Jurisdictions | |
Debt Equity Treasury Regulations Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Debt-Equity Treasury Regulations. | |
Adequacy Of Reserves Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Adequacy of Reserves | |
In Kind Remuneration To Adviser Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | In-Kind Remuneration to the Adviser | |
Sourcing And Payment Of Distributions Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Sourcing and Payment of Distributions · the Fund’s inability to invest the proceeds from sale of Shares on a timely basis; · the Fund’s inability to realize attractive risk-adjusted returns on the Fund’s Portfolio Investments; · high levels of expenses or reduced revenues that reduce the Fund’s cash flow or non-cash earnings; and · defaults in the Fund’s investment portfolio or decreases in the value of the Fund’s Portfolio Investments. As a result, the Fund may not be able to make distributions to its stockholders at any time in the future, and the level of any distributions the Fund does make to stockholders may not increase or even be maintained over time, any of which could materially and adversely affect the value of an investment in the Fund. The Fund may not generate sufficient cash flow from operations to fully fund distributions to stockholders, particularly during the early stages of the Fund’s operations. Therefore, the Fund may fund distributions to the Fund’s stockholders from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings, return of capital or offering proceeds (including from sales of Shares). The extent to which the Fund pays distributions from sources other than cash flow from operations will depend on various factors, the extent to which the Adviser elects to receive its Management Fee and Incentive Fee in the Fund’s Shares, how quickly the Fund invests the proceeds from this and any future offering and the performance of the Fund’s Portfolio Investments. Funding distributions from the sales of assets, borrowings, return of capital or proceeds of the offering will result in the Fund having less funds available to acquire its Portfolio Investments. As a result, the return realized on an investment in the Fund may be reduced. Doing so may also negatively impact the Fund’s ability to generate cash flows. Likewise, funding distributions from the sale of additional securities will dilute your interest in the Fund on a percentage basis and may impact the value of your investment especially if the Fund sells these securities at prices less than the price you paid for your Shares. The Fund may be required to continue to fund the Fund’s regular distributions from a combination of some of these sources if the Fund’s Portfolio Investments fail to perform, if expenses are greater than the Fund’s revenues or due to numerous other factors. The Fund has not established a limit on the amount of its distributions that may be paid from any of these sources. To the extent the Fund borrows funds to pay distributions, it would incur borrowing costs and these borrowings would require a future repayment. The use of these sources for distributions and the ultimate repayment of any liabilities incurred could adversely impact the Fund’s ability to pay distributions in future periods, decrease the Fund’s NAV, decrease the amount of cash the Fund has available for operations and new investments and adversely impact the value of your investment. The Fund may also defer operating expenses or pay expenses (including the fees of the Adviser) with Shares in order to preserve cash flow for the payment of distributions. The ultimate repayment of these deferred expenses could adversely affect the Fund’s operations and reduce the future return on your investment. The Fund may permit the Adviser to withdraw Shares shortly after issuing such Shares as compensation. The payment of expenses in Shares will dilute your ownership interest in the Fund’s portfolio of assets. There is no guarantee any of the Fund’s operating expenses will be deferred and the Adviser is under no obligation to receive future fees or distributions in Shares and may elect to receive such amounts in cash. | |
Lack Of Liquidity Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Lack of Liquidity The Fund intends, but is not obligated, to conduct quarterly tender offers for up to 5.0% of its outstanding Shares at the applicable NAV per share as of the applicable valuation date in the sole discretion of the Board. The Adviser may, but is not obligated to, suspend the determination of NAV and/or the Fund’s offering and/or repurchases where circumstances so require. In the event that, pursuant to the limitations above, not all of the repurchase requests during a given quarter are to be accepted by the Fund, Shares submitted for withdrawal during such quarter will be withdrawn on a pro rata Certain of the Fund’s assets are expected to consist of Portfolio Investments that cannot generally be readily liquidated without impacting the Fund’s ability to realize full value upon their disposition. Therefore, the Fund may not always have a sufficient amount of cash to immediately satisfy repurchase requests. As a result, your ability to have your Shares repurchased by the Fund may be limited and at times you may not be able to liquidate your investment. | |
Effect Of Repurchases Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Effect of Repurchases | |
Mandatory Repurchases Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Mandatory Repurchases · the Shares have vested in any other person other than by operation of law as a result of the death, divorce, dissolution, bankruptcy, insolvency or adjudicated incompetence of the stockholder; · ownership of the Shares by a stockholder or other person is likely to cause the Fund to be in violation of, or require registration of the Shares under, or subject the Fund to additional registration or regulation under, the securities, commodities, or other laws of the U.S. or any other relevant jurisdiction; · continued ownership of the Shares by a stockholder may subject the Fund or any stockholder to an undue risk of adverse tax or other fiscal or regulatory consequences; · any of the representations and warranties made by a stockholder or other person in connection with the acquisition of Shares were not true when made or has ceased to be true; or · with respect to a stockholder subject to special laws or compliance requirements, such as those imposed by ERISA, the Bank Holding Company Act or certain Federal Communication Commission regulations (collectively, “Special Laws or Regulations”), the stockholder is likely to be subject to additional regulatory or compliance requirements under these Special Laws or Regulations by virtue of continuing to hold any Shares. Shares will be repurchased at the NAV per share of the class of Shares being repurchased. Stockholders whose Shares are repurchased by the Fund will not be entitled to a return of any amount of sales load that was charged in connection with the stockholder’s purchase of such Shares. | |
Class I Shares [Member] | | |
Fee Table [Abstract] | | |
Sales Load [Percent] | 0% | [1] |
Other Transaction Expenses [Abstract] | | |
Other Transaction Expenses [Percent] | 2% | [2] |
Management Fees [Percent] | 1.25% | [3] |
Interest Expenses on Borrowings [Percent] | 0.20% | [4] |
Distribution/Servicing Fees [Percent] | 0% | [5] |
Incentive Fees [Percent] | 0.63% | [6] |
Other Annual Expenses [Abstract] | | |
Other Annual Expense 1 [Percent] | 0.23% | [7] |
Other Annual Expense 2 [Percent] | 0.35% | [7],[8] |
Total Annual Expenses [Percent] | 2.66% | |
Waivers and Reimbursements of Fees [Percent] | 0% | [9] |
Net Expense over Assets [Percent] | 2.66% | |
Expense Example, Year 01 | $ 27 | |
Expense Example, Years 1 to 3 | 83 | |
Expense Example, Years 1 to 5 | 141 | |
Expense Example, Years 1 to 10 | $ 299 | |
Capital Stock, Long-Term Debt, and Other Securities [Abstract] | | |
Security Title [Text Block] | Class I Shares | |
Outstanding Security, Title [Text Block] | Class I Shares | |
Outstanding Security, Authorized [Shares] | shares | 250,000,000 | |
Class D Shares [Member] | | |
Fee Table [Abstract] | | |
Sales Load [Percent] | 2% | [1] |
Other Transaction Expenses [Abstract] | | |
Other Transaction Expenses [Percent] | 2% | [2] |
Management Fees [Percent] | 1.25% | [3] |
Interest Expenses on Borrowings [Percent] | 0.20% | [4] |
Distribution/Servicing Fees [Percent] | 0.25% | [5] |
Incentive Fees [Percent] | 0.63% | [6] |
Other Annual Expenses [Abstract] | | |
Other Annual Expense 1 [Percent] | 0.23% | [7] |
Other Annual Expense 2 [Percent] | 0.35% | [7],[8] |
Total Annual Expenses [Percent] | 2.91% | |
Waivers and Reimbursements of Fees [Percent] | 0% | [9] |
Net Expense over Assets [Percent] | 2.91% | |
Expense Example, Year 01 | $ 49 | |
Expense Example, Years 1 to 3 | 108 | |
Expense Example, Years 1 to 5 | 170 | |
Expense Example, Years 1 to 10 | $ 337 | |
Capital Stock, Long-Term Debt, and Other Securities [Abstract] | | |
Security Title [Text Block] | Class D Shares | |
Outstanding Security, Title [Text Block] | Class D Shares | |
Outstanding Security, Authorized [Shares] | shares | 250,000,000 | |
Class S Shares [Member] | | |
Fee Table [Abstract] | | |
Sales Load [Percent] | 3.50% | [1] |
Other Transaction Expenses [Abstract] | | |
Other Transaction Expenses [Percent] | 2% | [2] |
Management Fees [Percent] | 1.25% | [3] |
Interest Expenses on Borrowings [Percent] | 0.20% | [4] |
Distribution/Servicing Fees [Percent] | 0.85% | [5] |
Incentive Fees [Percent] | 0.63% | [6] |
Other Annual Expenses [Abstract] | | |
Other Annual Expense 1 [Percent] | 0.23% | [7] |
Other Annual Expense 2 [Percent] | 0.35% | [7],[8] |
Total Annual Expenses [Percent] | 3.51% | |
Waivers and Reimbursements of Fees [Percent] | 0% | [9] |
Net Expense over Assets [Percent] | 3.51% | |
Expense Example, Year 01 | $ 69 | |
Expense Example, Years 1 to 3 | 139 | |
Expense Example, Years 1 to 5 | 211 | |
Expense Example, Years 1 to 10 | $ 400 | |
Capital Stock, Long-Term Debt, and Other Securities [Abstract] | | |
Security Title [Text Block] | Class S Shares | |
Outstanding Security, Title [Text Block] | Class S Shares | |
Outstanding Security, Authorized [Shares] | shares | 250,000,000 | |
Class T Shares [Member] | | |
Fee Table [Abstract] | | |
Sales Load [Percent] | 3.50% | [1] |
Other Transaction Expenses [Abstract] | | |
Other Transaction Expenses [Percent] | 2% | [2] |
Management Fees [Percent] | 1.25% | [3] |
Interest Expenses on Borrowings [Percent] | 0.20% | [4] |
Distribution/Servicing Fees [Percent] | 0.85% | [5] |
Incentive Fees [Percent] | 0.63% | [6] |
Other Annual Expenses [Abstract] | | |
Other Annual Expense 1 [Percent] | 0.23% | [7] |
Other Annual Expense 2 [Percent] | 0.35% | [7],[8] |
Total Annual Expenses [Percent] | 3.51% | |
Waivers and Reimbursements of Fees [Percent] | 0% | [9] |
Net Expense over Assets [Percent] | 3.51% | |
Expense Example, Year 01 | $ 69 | |
Expense Example, Years 1 to 3 | 139 | |
Expense Example, Years 1 to 5 | 211 | |
Expense Example, Years 1 to 10 | $ 400 | |
Capital Stock, Long-Term Debt, and Other Securities [Abstract] | | |
Security Title [Text Block] | Class T Shares | |
Outstanding Security, Title [Text Block] | Class T Shares | |
Outstanding Security, Authorized [Shares] | shares | 250,000,000 | |
Common Shares [Member] | | |
Capital Stock, Long-Term Debt, and Other Securities [Abstract] | | |
Outstanding Security, Title [Text Block] | common stock | |
Outstanding Security, Authorized [Shares] | shares | 1,000,000,000 | |
Preferred Shares [Member] | | |
Capital Stock, Long-Term Debt, and Other Securities [Abstract] | | |
Security Title [Text Block] | Preferred Shares | |
Security Voting Rights [Text Block] | In addition, holders of the preferred shares would also be entitled to vote separately as a class on certain matters, which may at times give holders of preferred shares disproportionate influence over the Fund’s affairs. | |
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[1]Quasar Distributors, LLC (the “Distributor”) is the principal underwriter and distributor of the Shares and serves in that capacity on a best efforts basis, subject to various conditions. Shares may be offered through Selling Agents that have entered into selling agreements with the Distributor. Selling Agents typically receive the front-end sales load with respect to Class D, Class S, and Class T Shares purchased by investors. The Distributor does not retain any portion of the front-end sales load fees. Class D, Class S, and Class T Shares are each subject to a maximum front-end sales load of up to 2.00%, 3.50%, and 3.50% of the offering price, respectively. For Class T Shares, the 3.50% includes a maximum of 3.00% for upfront selling commissions and 0.50% for the dealer fee, for a total front-end sales load of up to 3.50%. However, purchases of Class D Shares, Class S Shares, and Class T Shares may be eligible for a front-end sales load discount. See “Plan of Distribution—Sales Load.” Any additional commissions or other forms of compensation paid to a broker or financial intermediary on sales of Class D Shares, Class S Shares and Class T Shares are not reflected. The Selling Agents may, in their sole discretion and subject to applicable law, reduce or waive the front-end sales load on a non-scheduled basis in individual cases. Class I Shares are not subject to a front-end sales load; however, investors could be required to pay brokerage commissions on purchases and sales of Class I Shares to their Selling Agents. Investors should consult with their Selling Agents about the sale load and any additional fees or charges their Selling Agents might impose on each class of Shares.[2]A 2% Early Repurchase Fee payable to the Fund will be charged with respect to the repurchase of a stockholder’s Shares at any time prior to the day immediately preceding the one-year anniversary of a stockholder’s purchase of the Shares (on a “first in-first out” basis). An Early Repurchase Fee payable by a stockholder may be waived by the Fund, in circumstances where the Board of Directors determines that doing so is in the best interests of the Fund and in a manner as will not discriminate unfairly against any stockholder. The Early Repurchase Fee will be retained by the Fund for the benefit of the remaining stockholders. See “Repurchases.”[3]Pursuant to the Advisory Agreement, the Adviser receives a Management Fee payable quarterly in arrears and calculated monthly at the annual rate of 1.25% of the value of the Fund’s net assets, which is calculated as of the close of business on the last business day of each month.[4]The table assumes the use of leverage in an amount equal to 2.50% of the Fund’s net assets (after the leverage is incurred) and assumes the annual interest rate on borrowings is 8.00%. The Fund’s actual interest costs associated with leverage may differ from the estimates above.[5]The maximum annual rate at which Distribution and/or Shareholder Servicing Fees may be paid is as follows: (a) for Class S Shares and Class T Shares, 0.85% of NAV per annum (consisting of a 0.60% Distribution Fee and a 0.25% Servicing Fee); and (b) for Class D Shares, 0.25% of NAV per annum (consisting entirely of a Servicing fee). Class I Shares have no Distribution or Shareholder Servicing Fees.[6]Pursuant to the Advisory Agreement, the Adviser receives an Incentive Fee accrued monthly and payable annually in arrears in an amount equal to 12.5% of the Fund Income for the applicable year. The Fund looks through the total return swap contracts and counts the underlying reference assets as investments for purposes of calculating the Incentive Fee. See “Management of the Fund—The Advisory Agreement.” For purposes of the table above, we have assumed Fund Income equal to 5% of the Fund’s NAV. Actual Fund Income may be higher or lower.[7]“Other Expenses” are estimated based on average Fund net assets of approximately $2 billion and anticipated expenses for the current fiscal year. In addition to the fees of the Adviser, the Fund is responsible for the payment of all its “Other Expenses” incurred in the operation of the Fund, which include, among other things, professional fees, organizational expenses and offering costs, expenses for legal and the Fund’s independent registered public accounting firm’s services, shareholder reports, charges of the Fund’s custodian, charges of the Fund’s fund accountant, charges of the transfer agent and dividend disbursing agent, SEC fees, expenses of directors’ meetings, fees and expenses of Directors who are not officers or employees of the Adviser or its affiliates, accounting and printing costs, the Fund’s pro rata portion of the Chief Compliance Officer’s compensation (if approved by the Board of Directors), fidelity bond coverage for the Fund’s officers and employees, Directors and officers liability policy, interest, brokerage costs, taxes (excluding taxes related to portfolio companies), expenses of qualifying the Fund for sale in various states, expenses of personnel performing shareholder servicing functions, litigation and other extraordinary or non-recurring expenses.[8]Organizational costs include, among other things, the cost of organizing as a Maryland corporation, including the cost of legal services and other fees pertaining to the Fund’s organization. These costs are expensed as incurred by the Fund and will be paid by the Adviser on behalf of the Fund. The Fund’s initial offering costs include, among other things, legal, printing and other expenses pertaining to this offering. Any offering costs paid by the Adviser on behalf of the Fund will be recorded as a payable for offering costs in the Statement of Assets and Liabilities and accounted for as a deferred charge until commencement of operations. Thereafter, these initial offering costs will be amortized over twelve months on a straight-line basis. Ongoing offering costs will be expensed as incurred. All organizational and offering costs of the Fund paid by the Adviser shall be subject to recoupment by the Adviser.[9]Pursuant to an Expense Limitation and Reimbursement Agreement (the “Expense Limitation and Reimbursement Agreement”), through September 30, 2024, the Adviser has contractually agreed to waive its fees and/or reimburse expenses of the Fund so that certain of the Fund’s expenses (“Specified Expenses,” as defined below) will not exceed 0.70% of the Fund’s net assets (annualized). The Fund has agreed to repay these amounts, when and if requested by the Adviser, but only if and to the extent that Specified Expenses are less than 0.70% of net assets (annualized) (or, if a lower expense limit under the Expense Limitation and Reimbursement Agreement is then in effect, such lower limit) within three years after the date the Adviser waived or reimbursed such fees or expenses. This arrangement cannot be terminated prior to September 30, 2024 without the Board’s consent. “Specified Expenses” is defined to include all expenses incurred in the business of the Fund, including, among other things, organizational and offering costs, professional fees, and fees and expenses of the Administrator, Transfer Agent and Custodian, with the exception of (i) the Management Fee, (ii) the Incentive Fee, (iii) the Servicing Fee (as defined below), (iv) the Distribution Fee (as defined below), (v) portfolio level expenses, (vi) brokerage costs or other investment-related out-of-pocket expenses, including costs incurred with respect to unconsummated investments, (vii) dividend/interest payments (including any dividend payments, interest expenses, commitment fees, or other expenses related to any leverage incurred by the Fund), (viii) taxes, and (ix) extraordinary expenses (such as litigation and other expenses not incurred in the ordinary course of the Fund’s business). |