Exhibit E
Form of Letter from the Fund to Shareholders in
Connection with Acceptance of Offers of Tender
Brookfield Infrastructure Income Fund Inc.
[ ], 2024
Dear Shareholder:
Brookfield Infrastructure Income Fund Inc. (the “Fund”) has received your tender of all or some, as the case may be, of your shares of common stock in the Fund (the “Shares”). The Fund accepts your tender in its entirety, subject to the following sentence. In the event that the amount of Shares collectively tendered by all Shareholders pursuant to the tender offer which commenced on May 29, 2024 (the “Offer”) exceeds the maximum number of Shares which may be purchased by the Fund under the terms of the Offer (determined, in accordance with the terms of the Offer, as of May 29, 2024) (the “Maximum Purchasable”), the Fund will proportionately reduce the value of each tendering Shareholder’s tender such that no more than the Maximum Purchasable will be purchased by the Fund, and the Fund accepts your tender as so proportionately reduced.
In respect of the Fund’s purchase of all or some, as the case may be, of your Shares (the “Repurchased Shares”), as described above, you are entitled to receive a payment, to be paid in cash, in an amount equal to the value of your Repurchased Shares based on the net asset value of the Fund as of June 28, 2024, in accordance with the terms of the Offer. In the event that you have tendered only some (but not all) of your Shares, the value of your remaining Shares must be equal to or greater than the required minimum amount of $2,500 for Class D Shares, Class S Shares and Class T Shares and $1,000,000 for Class I Shares (in accordance with the terms of the Offer). Provided that the value of your Shares does retain, at the least, this required minimum amount, cash in the amount of the payment due will be wire-transferred as soon as possible following the Acceptance Date, unless the valuation date of the Shares in the Fund has changed or the Fund has requested a withdrawal of its capital from the Fund’s investments. If the requested partial tender would put your account balance below the required minimum balance of $1,000, the Fund may reduce the amount to be repurchased such that the required minimum balance is maintained, unless you indicate otherwise.
You remain a Shareholder of the Fund with respect to any of the Shares which the Fund is not purchasing pursuant to this Offer.
Should you have any questions, please feel free to contact one of our dedicated account representatives at (855) 777-8001, Monday through Friday (except holidays), from 8:00 a.m. to 6:00 p.m., Eastern time.
| Sincerely, |
| | |
| | Brookfield Infrastructure Income Fund Inc. |
Enclosure
Note: Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P. does not render advice on tax and tax accounting matters to clients. This material is not intended or written to be used, and it cannot be used, with any taxpayer for the purpose of avoiding penalties which may be imposed on the taxpayer under U.S. federal tax laws. Federal and state tax laws are complex and constantly changing. You should always consult your legal or tax advisor for information concerning your individual situation.
