Cover Letter to Offer to Purchase and Letter of Transmittal
Brookfield Infrastructure Income Fund Inc.
If You Do Not Want to Sell Your Shares at This Time,
Please Disregard This Notice.
This Is Solely Notification of the Fund’s Tender Offer.
August 23, 2024
Dear Shareholder:
We are writing to inform you of important dates relating to the tender offer by Brookfield Infrastructure
Income Fund Inc. (the “Fund”). The Fund generally gives shareholders the opportunity to tender shares for
repurchase on a quarterly basis since shares are not generally redeemable for cash or traded on a stock
exchange. Shares may be tendered for repurchase during one of the Fund’s quarterly repurchase offers. If
you are not interested in tendering any of your shares at this time, please disregard this notice and take no action.
The tender offer period will begin on August 23, 2024, and end on September 23, 2024 (at 5:00 P.M. ET).
Tenders of Shares may be withdrawn until September 23, 2024 (5:00 P.M., ET).
Should you wish to tender any of your shares for purchase by the Fund, please complete and return
the enclosed Letter of Transmittal by no later than September 23, 2024. If you do not wish to sell your
shares, simply disregard this notice. NO ACTION IS REQUIRED IF YOU DO NOT WISH TO SELL
ALL OR ANY PORTION OF YOUR SHARES AT THIS TIME.
All tenders of shares must be received by the Fund by mail in good order no later than September 23, 2024
.
If you require any assistance, please contact your financial advisor, or alternatively, please reach out
to the Brookfield Oaktree Wealth Solutions Investor Relations Team by email (IR@brookfieldoaktree.com)
or phone (855-777-8001).
As described in the Fund’s Prospectus, no commission will be payable to the Fund in connection with
the Offer; however, Shares tendered within 12 months of the original issue date of such Shares will be subject
to a fee of 2.00% of the net asset value of the Shares repurchased by the Fund (“Early Withdrawal Fee”).
The Early Withdrawal Fee will be made by reducing the purchase amount for Shares acquired pursuant to the
Offer.
Should you wish to tender all or some of your Shares during this tender offer period, please complete the
enclosed Letter of Transmittal and return it by mail or email to the Fund’s Transfer Agent, SS&C GIDS,
Inc., Attention: Brookfield Infrastructure Income Fund Inc., using one of the below options or to your
financial advisor as instructed in the Letter of Transmittal:
Regular Mail — PO Box 219501, Kansas City, MO 64121-9501
Overnight Mail — 430 W 7th Street, Suite 219501, Kansas City, MO 64105-1407
Special Note for Shareholders Invested Through Traditional IRAs and Similar Accounts*
Federal income tax rules may require you, under certain circumstances, to take “required minimum
distributions” (or RMDs) from one or more of your IRAs or similar accounts every year. Affected
shareholders seeking RMDs by participating in the Fund’s tender offers must heed established tender
offer deadlines and cannot expect extensions or exceptions. The deadlines apply to all shareholders.
Please plan accordingly.
* 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.
Sincerely,
Brookfield Infrastructure Income Fund Inc.
Offer to Purchase
Brookfield Infrastructure Income Fund Inc.
Regular Mail
PO Box 219501
Kansas City, MO 64121-9501
Offer to Purchase Shares (the “Purchase Size”)
Dated August 23, 2024
Letters of Transmittal Tendering Shares
Must Be Received by
Brookfield Infrastructure Income Fund Inc. by
5:00 P.M., Eastern Time, on September 23, 2024
Withdrawal Rights Will Expire at
5:00 P.M., Eastern Time, on September 23, 2024, Unless the Offer is Extended
The table below sets forth a number of important dates related to this tender offer. Please refer to this
table as you read this document. Capitalized terms used, but not defined, in this table bear the meanings given
to them later in this document.
Date Name of Date Definition
July 31, 2024 Prior NAV Calculation Date the last date before the Commencement Date for
which the Fund completed the calculation of its net
asset value
August 1, 2024 Prior Admission Date the last date before the Commencement Date as of
which Shares of the Fund were sold
August 23, 2024 Commencement Date the date as of which the Offer commenced
September 23,
2024*
Notice Date the date by which each Shareholder desiring to
tender Shares for purchase must provide proper
notice to the Fund
September 23,
2024*
Tender Withdrawal Date the date by which a Shareholder who has previously
provided proper notice to the Fund of such
Shareholder’s desire to tender Shares may properly
notify the Fund of such Shareholder’s desire to
withdraw its previous tender request
September 30,
2024*
Valuation Date the date as of which the net asset value of the Shares
is calculated, which will be the date specified in this
table or, if the Fund properly authorizes any
extension of the Offer, the next calculated net asset
value of the Shares on or after the new Tender
Withdrawal Date (which is generally expected to be
the last business day of the month in which the
Tender Withdrawal Date occurs)
October 21,
2024*
Acceptance Date the date which is 40 business days after the
Commencement Date
1
* Subject to change in the event that the Fund properly authorizes an extension of time during which the
Offer is pending. In the event of any such extension, Shareholders will be notified in writing by the Fund.
Because the Fund does not presently anticipate authorizing any such extension, the Fund strongly
recommends that Shareholders make any decisions with respect to this Offer based on the dates specified
in the table above.
Brookfield Infrastructure Income Fund Inc., a Maryland corporation registered under the Investment
Company Act of 1940, as amended, as a non-diversified, closed-end management investment company (the
“Fund”), is offering to purchase shares of the Fund (“Shares”) from shareholders of the Fund
(“Shareholders”) for cash on the terms and conditions set out in this “Offer to Purchase” and the related
“Letter of Transmittal,” which, together, constitute the “Offer.” (As used in this Offer, the term “Shares” will
refer to the shares of common stock in the Fund.) Specifically, the Fund is offering to purchase Shares,
pursuant to tenders by Shareholders, in an amount up to the Purchase Size (calculated as 5.0% of the Fund’s
net asset value as of the prior calendar quarter end), and each Share tendered for purchase will be purchased
at a price equal to the net asset value per Share as of the Valuation Date. (Net asset value per Share is
equal to the value of the total assets of the Fund (including the net asset value of each class of Shares,
including interest accrued but not yet received), less all of its liabilities (including accrued fees and expenses,
dividends payable and any borrowings of the Fund.)) Shareholders desiring to tender Shares for purchase
must do so by 5:00 P.M., Eastern time, on the Notice Date (or, in the event of any extension of the Offer, by
5:00 P.M., Eastern time, on the latest applicable Notice Date). Shareholders have the right to change their
minds and withdraw any tenders of their Shares until 5:00 P.M., Eastern time, on the Tender Withdrawal Date
(or, in the event of any extension of the Offer, by 5:00 P.M., Eastern time, on the latest applicable Tender
Withdrawal Date). If the Fund elects to extend the tender period, the net asset value, and, hence, the purchase
amount, of the tendered Shares will be determined at the close of business on the last business day of the
month immediately following the month in which the Tender Withdrawal Date occurs. This Offer is being
made to all Shareholders and is not conditioned on any minimum amount of Shares being tendered, but this
Offer is subject to certain conditions described below. Shares are not traded on any established trading
market.
Shareholders should realize that the value of the Shares tendered in this Offer likely will change
between the Prior NAV Calculation Date and the Valuation Date, and such change may be material. It is
possible that during the time period between the Prior NAV Calculation Date and the Valuation Date, general
economic and market conditions, or specific events affecting one or more of the Fund’s underlying
investments, could cause a decline in the value of Shares in the Fund. Each Shareholder tendering Shares
should also note that, with respect to the Shares tendered and accepted for purchase by the Fund, such
Shareholder will remain a Shareholder in the Fund through the Valuation Date, as of which the net asset value
of its Shares is calculated.
Shareholders desiring to tender Shares in accordance with the terms of the Offer should complete and
sign the attached Letter of Transmittal and send or deliver it to the Fund in the manner set out below.
Special Note for Shareholder Invested Through Traditional IRAs and Similar Accounts*
Federal income tax rules may require you, under certain circumstances, to take “required minimum
distributions” (or RMDs) from one or more of your IRAs or similar accounts every year. Affected
Shareholders seeking RMDs by participating in the Fund’s tender offers must heed established tender
offer deadlines and cannot expect extensions or exceptions. The deadlines apply to all Shareholders.
Please plan accordingly.
2
Important
None of the Fund, Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P.
(“BAM PIC”) (in its capacity as the Fund’s investment adviser, the “Adviser”), and the Fund’s Board of Directors
(the “Board of Directors”) makes any recommendation to any Shareholder as to whether to tender, or refrain
from tendering, Shares. Each Shareholder must make its own decision whether to tender Shares and, if it chooses
to do so, how many Shares to tender.
Because each Shareholder’s investment decision is a personal one, based on its own financial circumstances,
no person has been authorized to make any recommendation on behalf of the Fund as to whether any Shareholder
should tender Shares pursuant to the Offer. No person has been authorized to give any information, or to
make any representations, in connection with the Offer other than those contained herein or in the Letter of
Transmittal. If given or made, such recommendation and such information and representations must not be relied
on as having been authorized by the Fund.
This transaction has not been approved or disapproved by the Securities and Exchange Commission
(“SEC”), nor has the SEC or any state securities commission passed on the fairness or merits of such transaction
or on the accuracy or adequacy of the information contained in this document. Any representation to the
contrary is unlawful.
If you require any assistance, please contact your financial advisor, or alternatively, please reach out to
the Brookfield Oaktree Wealth Solutions Investor Relations Team by email (IR@brookfieldoaktree.com) or
phone (855-777-8001).
* BAM PIC 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.
3
TABLE OF CONTENTS
1. SUMMARY TERM SHEET ............................................... 5
2. BACKGROUND AND PURPOSE OF THE OFFER .............................. 6
3. OFFER TO PURCHASE AND PRICE ........................................ 7
4. AMOUNT OF TENDER .................................................. 7
5. PROCEDURE FOR TENDERS ............................................. 7
6. WITHDRAWAL RIGHTS ................................................. 8
7. PURCHASES AND PAYMENTS ............................................ 8
8. CERTAIN CONDITIONS OF THE OFFER .................................... 9
9. CERTAIN INFORMATION ABOUT THE FUND ............................... 9
10. CERTAIN FEDERAL INCOME TAX CONSEQUENCES ......................... 11
11. MISCELLANEOUS ..................................................... 13
4
1. SUMMARY TERM SHEET
This Summary Term Sheet highlights certain information concerning this Offer. For a full understanding
of the Offer and for a more complete discussion of the terms and conditions of the Offer, please carefully
read this entire Offer to Purchase and the related Letter of Transmittal. Section references are to this Offer to
Purchase.
• The Fund (referred to as “we” or the “Fund” in this Summary Term Sheet) is offering to purchase
Shares in an amount up to the Purchase Size (calculated as 5.0% of the Fund’s net asset value as of the
prior calendar quarter end). We will purchase each Share you tender for purchase at its net asset
value (that is the value of the total assets of the Fund (including the net asset value of each class of
Shares, including interest accrued but not yet received), less all of its liabilities (including accrued fees
and expenses, dividends payable and any borrowings of the Fund)) calculated as of the Valuation
Date. If you desire to tender Shares for purchase, you must do so by 5:00 P.M., Eastern time, on the
Notice Date (or, if the Offer is extended, by 5:00 P.M., Eastern time, on the latest applicable Notice
Date). You have the right to change your mind and withdraw any tenders of your Shares until
5:00 P.M., Eastern time, on the Tender Withdrawal Date (or, if the Offer is extended, until 5:00 P.M.,
Eastern time, on the latest applicable Tender Withdrawal Date). Shares withdrawn may be re-
tendered, however, provided that such tenders are made before the Notice Date by following the
tender procedures described herein. If the Fund has not yet accepted your tender of Shares on or
before the Acceptance Date, you will also have the right to withdraw the tender of your Shares after
such date. See Section 6.
• The Fund reserves the right to extend the Offer, adjusting as necessary the Notice Date, the Tender
Withdrawal Date, and the Valuation Date.
• You may tender some or all of your Shares.
• If you tender some or all of your Shares and we purchase those Shares, proceeds will generally be
paid in cash, the amount of which will be determined as of the Valuation Date, equal to the net asset
value of the Shares tendered. Payment will be made to you as soon as possible following the
determination of the NAV for the Valuation Date.
• If we accept the tender of any of your Shares, we will pay you the proceeds from one or more of the
following sources: cash on hand, withdrawals of capital from the Fund’s investments, the proceeds
of the sale of portfolio securities held by the Fund, or borrowings (as applicable). See Section 7.
• Shareholders desiring to tender Shares for purchase by the Fund should keep in mind that the Fund
may repurchase Shares without consent or other action by the Shareholder 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
Shareholder;
• ownership of the Shares by a Shareholder 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 Shareholder may subject the Fund or any Shareholder
to an undue risk of adverse tax or other fiscal or regulatory consequences;
• any of the representations and warranties made by a Shareholder 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 Shareholder 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 Shareholder 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.
5
• If you would like the Fund to purchase any of your Shares, you should complete, sign, and either
(i) mail (via certified mail, return receipt requested) or otherwise deliver the Letter of Transmittal,
enclosed with our Offer, to the Fund at either of the following addresses:
Express/Overnight Delivery:
Brookfield Infrastructure Income Fund Inc.
430 W 7th Street
Suite 219501
Kansas City, MO 64105-1407
Standard Mail:
Brookfield Infrastructure Income Fund Inc.
PO Box 219501
Kansas City, MO 64121-9501
or email to br[email protected] so that it is received before 5:00 P.M., Eastern time, on the Notice
Date. See Section 5. The value of your Shares may change between the Prior NAV Calculation Date
and the Valuation Date. See Section 3.
• As of the close of business on the Prior NAV Calculation Date, there were 191,196,844.78,
43,859,187.99 and 190,298.39 Class I Shares, Class S Shares and Class D Shares, respectively, issued
and outstanding, and the Fund’s aggregate net asset value was $2,417,066,595.52. As of the close of
business on the Prior NAV Calculation Date, there were no Class T Shares of the Fund issued and
outstanding. As of the close of business on the Prior NAV Calculation Date, the net asset value was
$10.28, $10.25 and $10.15 per Class I Share, Class S Share and Class D Share, respectively.
2. BACKGROUND AND PURPOSE OF THE OFFER.
As contemplated by, and in accordance with, the procedures set out in the Prospectus, the purpose of
this Offer is to provide liquidity to Shareholders. The Prospectus provides that the Board of Directors has
the sole discretion to determine whether the Fund will purchase Shares from time to time from Shareholders
pursuant to written tenders. In any given quarter, the Adviser may or may not recommend to the Board
that the Fund conduct a tender offer. Specifically, the Prospectus states that 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 of Directors. For example,
if adverse market conditions cause the Fund’s investments to become more illiquid or trade at depressed
prices or if the Adviser believes that conducting a tender offer for 5.0% of the Fund’s outstanding Shares
would impose an undue burden on Shareholders who do not tender compared to the benefits of giving
Shareholders the opportunity to sell all or a portion of their Shares at NAV, the Fund may choose not to
conduct a tender offer or may choose to conduct a tender offer for less than 5.0% of its outstanding
Shares. Regardless of the recommendation of the Adviser, the Board may or may not determine to cause
the Fund to conduct a tender offer for any given quarter.
Because there is no secondary trading market for Shares, the Board of Directors will consider to cause
the Fund to make this Offer, after consideration of various matters, including without limitation those set
out in the Prospectus and the recommendations of the Adviser.
The purchase of Shares pursuant to the Offer will have the effect of increasing the proportionate
interest in the Fund of Shareholders not tendering Shares. Shareholders retaining their Shares may be
subject to increased risks which may possibly result from the reduction in the Fund’s aggregate assets due to
the Fund’s payment for the Shares tendered. These risks include the potential for greater volatility due to
decreased diversification. The Fund believes that this result is unlikely, however, given the nature of the Fund’s
investment program. A reduction in the aggregate assets of the Fund may result in those Shareholders not
tendering Shares bearing higher costs to the extent that certain relatively fixed expenses borne by the Fund
may not decrease if assets decline. These effects may be reduced or eliminated to the extent that additional
subscriptions for Shares are made by new and existing Shareholders from time to time and may also be
reduced or eliminated pursuant to the Fund’s expense limitation arrangement, as described in the
Prospectus. Payment for any Shares purchased pursuant to this Offer may also require the Fund to liquidate
portfolio holdings earlier than the Adviser would otherwise have caused these holdings to be liquidated,
potentially resulting in losses or increased investment-related expenses.
Shares tendered to the Fund in connection with the Offer will be retired, although the Fund offers
Shares in a continuous public offering, conducted pursuant to an effective Registration Statement under the
6
Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended (the “1940
Act”), in accordance with the Prospectus. Shares generally may be purchased as of the first business day of
each calendar month at the Fund’s then current net asset value per Share plus any applicable sales load, as
described in the Fund’s current Prospectus.
The tender of Shares by a Shareholder will not affect the record ownership of such Shareholder for
purposes of voting or entitlement to any distributions payable by the Fund unless and until such Shares are
purchased. You should also realize that the Offer is set to expire on the Tender Withdrawal Date (or, if the
Offer is extended, the latest applicable Tender Withdrawal Date) and that, if you desire to tender Shares for
purchase, you must do so by the Notice Date (or, if the Offer is extended, by the latest applicable Notice
Date). With respect to the Shares you are tendering which are accepted for purchase by the Fund, you remain
a Shareholder of the Fund through the Valuation Date, when the net asset value of your Shares is calculated.
3. OFFER TO PURCHASE AND PRICE.
The Fund will, on the terms, and subject to the conditions, of the Offer, purchase an amount of Shares
up to 5.0% of the Fund’s net asset value as of the prior calendar quarter end tendered by Shareholders, by
5:00 P.M., Eastern time, on the Notice Date (or, if the Offer is extended, by 5:00 P.M., Eastern time, on the
latest applicable Notice Date), and not withdrawn (as provided in Section 6 below) before 5:00 P.M.,
Eastern time, on the Tender Withdrawal Date (or, if the Offer is extended, before 5:00 P.M., Eastern time,
on the latest applicable Tender Withdrawal Date). The Fund reserves the right to extend, amend, or cancel the
Offer as described in Sections 4 and 8 below. The value of each Share tendered for purchase will be the net
asset value per Share as of the Valuation Date, payable as set out in Section 7.
4. AMOUNT OF TENDER.
Subject to the limitations set out below, Shareholders may tender some or all of their Shares. Each
Shareholder tendering less than all of its Shares should keep in mind that the Fund reserves the right to
repurchase all of a Shareholder’s Shares at any time, as described in Section 1 above. The Offer is being made
to all Shareholders of the Fund and is not conditioned on any minimum amount of Shares being tendered.
If the amount of Shares properly tendered pursuant to the Offer and not withdrawn pursuant to
Section 6 below is less than or equal to 5.0% of the Fund’s net asset value as of the prior calendar quarter
end (or such greater amount as the Fund may elect to purchase pursuant to the Offer), the Fund will, on the
terms, and subject to the conditions, of the Offer, purchase all of the Shares so tendered unless the Fund
elects to cancel or amend the Offer or to postpone acceptance of tenders made pursuant to the Offer, as
provided in Section 8 below. If Shares in excess of 5.0% of the Fund’s net asset value as of the prior calendar
quarter end are duly tendered to the Fund before the Notice Date and not withdrawn before the Tender
Withdrawal Date pursuant to Section 6 below, the Fund, in its sole discretion, may do any of the following:
(a) accept the additional Shares permitted to be accepted pursuant to Rule 13e-4(f)(3) under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”); (b) increase the number of Shares accepted for
payment in the Offer by up to, but not more than, 2% of the outstanding Shares without amending or
extending the Offer, in accordance with rules promulgated by the SEC; (c) extend the Offer, if necessary,
and increase the amount of Shares which the Fund is offering to purchase to an amount it believes sufficient
to accommodate the excess Shares tendered as well as any Shares tendered on or before the specified
Notice Date in such extension of the Offer; and (d) accept Shares tendered before the Notice Date and not
withdrawn before the Tender Withdrawal Date for payment on a pro rata basis based on the aggregate net
asset value of the Shares tendered by each Shareholder. The Offer may be extended, amended, or canceled
in various other circumstances described in Section 8 below.
5. PROCEDURE FOR TENDERS.
Shareholders wishing to tender Shares pursuant to this Offer to Purchase should send or deliver by the
Notice Date (or, if the Offer is extended, by the latest applicable Notice Date) a completed and executed
Letter of Transmittal to the Fund, at the address set out on the first page of the Letter of Transmittal. The
completed and executed Letter of Transmittal must be received by the Fund by mail or e-mail no later than
5:00 P.M., Eastern time, on the Notice Date (or, if the Offer is extended, no later than 5:00 P.M., Eastern
time, on the latest applicable Notice Date).
7
The Fund recommends that all documents be submitted to the Fund by certified mail, return receipt
Letter of Transmittal may contact the Fund at the address or telephone number set out on the first page of
the Letter of Transmittal. The method of delivery of any documents is at the election, and complete risk, of
the Shareholder tendering Shares, which may include without limitation the failure of the Fund to receive
any Letter of Transmittal or other document submitted by email. All questions as to the validity, form,
eligibility (including time of receipt), and acceptance of tenders will be determined by the Fund, in its sole
discretion, and such determination will be final and binding. The Fund reserves the absolute right to reject
any or all tenders determined by it not to be in appropriate form or the acceptance of, or payment for, which
would, in the opinion of counsel for the Fund, be unlawful. The Fund also reserves the absolute right to
waive any of the conditions of the Offer or any defect in any tender with respect to any particular Shares or
any particular Shareholder, and the Fund’s interpretation of the terms and conditions of the Offer will be
final and binding. Unless waived, any defects or irregularities in connection with tenders must be cured within
such time as the Fund will determine. Tenders will not be deemed to have been made until the defects or
irregularities have been cured or waived. None of the Fund, the Adviser, or the Board of Directors will be
obligated to give notice of any defects or irregularities in tenders, nor will any of them incur any liability for
failure to give such notice.
If you hold your Shares of the Fund through a retirement account, please contact your representative
or agent for assistance in completing the transaction documents.
6. WITHDRAWAL RIGHTS.
A tender of Shares may be withdrawn by a Shareholder at any time before 5:00 P.M., Eastern time, on
the Tender Withdrawal Date (or, if the Offer is extended, before 5:00 P.M., Eastern time, on the latest
applicable Tender Withdrawal Date). Shares withdrawn may be re-tendered, however, provided that such
tenders are made before the Notice Date by following the tender procedures described in Section 5. Pursuant
to Rule 13e-4(f)(2)(ii) of the Exchange Act, if the Fund has not yet accepted a Shareholder’s tender of
Shares on or before the Acceptance Date, a Shareholder will also have the right to withdraw its tender of its
Shares after such date. To be effective, any notice of withdrawal must be timely received by the Fund at
the address set out on the first page of the Letter of Transmittal. All questions as to the form and validity
(including time of receipt) of notices of withdrawal will be determined by the Fund, in its sole discretion, and
such determination will be final and binding. A tender of Shares properly withdrawn will not thereafter be
deemed to be tendered for purposes of the Offer.
7. PURCHASES AND PAYMENTS.
For purposes of the Offer, the Fund will be deemed to have accepted a Shareholder’s tender of Shares
as, if, and when it gives notice to the tendering Shareholder of its acceptance by (a) payment of the proceeds
owed for the tendered shares; or (b) otherwise providing written notice to the tendering Shareholder
(which may include electronic communications). As stated in Section 3 above, the amount offered for the
Shares tendered by Shareholders will be the net asset value thereof as of the Valuation Date. The value of the
Fund’s net assets is determined as of the close of the Fund’s business on the last business day of each
month in accordance with procedures as may be determined from time to time in accordance with the
valuation policies and procedures adopted by the Board of Directors. The Fund will not pay interest on the
purchase amount.
With respect to each Shareholder tendering Shares which are accepted for purchase, payment of the
purchase amount will generally be in cash. The payment will be in an amount equal to the net asset value of
the Shares tendered and accepted for purchase by the Fund, determined as of the Valuation Date.
As described in the Fund’s Prospectus, no commission will be payable to the Fund in connection with
the Offer, however, Shares tendered within 12 months of the original issue date of such Shares will be subject
to a fee of 2.00% of the net asset value of the Shares repurchased by the Fund (“Early Withdrawal Fee”).
The Early Withdrawal Fee will be made by reducing the purchase amount for Shares acquired pursuant to the
Offer.
8
The Fund expects that full payment will be made as soon as possible following the determination of
the NAV for the Valuation Date; however, delays in the receipt by the Fund of sufficient cash amounts
caused by delays in the Fund’s ability to liquidate certain securities and holdings, among other reasons, could
extend the payment period.
The Fund will make payment for Shares it purchases pursuant to the Offer from one or more of the
following sources: (a) cash on hand; (b) the proceeds of the sale of securities and portfolio assets held by the
Fund; (c) withdrawals of capital from the Fund’s investments; and (d) possibly borrowings. Depending on
the dollar amount of Shares tendered and prevailing general economic and market conditions, however, the
Fund, in its sole discretion, may decide to fund any portion of the amount offered for the purchase of
Shares, subject to compliance with applicable law, through borrowings. The Fund expects that the repayment
of any amounts so borrowed will be financed from additional funds contributed to the Fund by new and
existing Shareholders, from withdrawals of its capital from the investment funds in which it invests, or from
the proceeds of the sale of securities held by the Fund.
8. CERTAIN CONDITIONS OF THE OFFER.
The Fund reserves the right, at any time and from time to time, to extend the period of time during
which the Offer is pending by notifying Shareholders of such extension. In the event that the Fund so elects
to extend the tender period, the net asset value, and, hence, the purchase amount, of the tendered Shares
will be determined at the next calculated net asset value of the Shares on or after the new Tender Withdrawal
Date (which is generally expected to be the last business day of the month in which the Tender Withdrawal
Date occurs). During any such extension, all Shares previously tendered and not withdrawn will remain subject
to the Offer. The Fund also reserves the right, at any time and from time to time up to and including the
Acceptance Date: (a) to cancel the Offer in the circumstances set out in the following paragraph, and, in the
event of such cancellation, not to purchase, or pay for, any Shares tendered pursuant to the Offer; (b) to
amend the Offer; or (c) to postpone the acceptance of Shares. If the Fund determines to amend the Offer or
to postpone the acceptance of Shares tendered, it will, to the extent necessary, extend the period of time
during which the Offer is open as provided above and will promptly notify Shareholders.
The Fund may cancel the Offer, amend the Offer, or postpone the acceptance of tenders made
pursuant to the Offer, if: (a) the Fund would not be able to liquidate portfolio securities in an orderly
manner consistent with the Fund’s investment objectives and policies in order to purchase Shares tendered
pursuant to the Offer; (b) there is, in the judgment of the Board of Directors, any (i) legal action or proceeding
instituted or threatened challenging the Offer or otherwise materially adversely affecting the Fund,
(ii) declaration of a banking moratorium by federal or state authorities, or suspension of payment by banks
in the United States or New York State, which is material to the Fund, (iii) limitation imposed by federal
or state authorities on the extension of credit by lending institutions, (iv) suspension of trading on any
organized exchange or over-the-counter market where the Fund has a material investment, (v) commencement
of war, armed hostilities, or other international or national calamity directly or indirectly involving the
United States which is material to the Fund, (vi) material decrease in the net asset value of the Fund from
the net asset value of the Fund most recently calculated as of the Commencement Date, or (vii) other event
or condition which would have a material adverse effect on the Fund or its Shareholders if Shares tendered
pursuant to the Offer were purchased; or (c) the Board of Directors determines that it is not in the best interest
of the Fund to purchase Shares pursuant to the Offer.
9. CERTAIN INFORMATION ABOUT THE FUND.
The Fund is a Maryland corporation registered under the 1940 Act as a non-diversified, closed-end
management investment company. The Fund’s principal executive office is located at Brookfield Place,
225 Liberty Street, New York, New York 10281, and its telephone number is (855) 777-8001. Shares are not
traded on any established trading market.
None of the Fund, the Adviser, or the Board of Directors has any plans or proposals which relate to,
or would result in: (1) the acquisition by any person of additional Shares (other than the Fund’s intended
continued acceptance of subscriptions for Shares on the first business day of each calendar month and shares
issued to existing shareholders pursuant to the Fund’s dividend reinvestment plan, as described in the
Fund’s Prospectus) or the disposition of Shares (other than through periodic purchase offers, including this
9
Offer); (2) an extraordinary transaction involving the Fund, such as a merger, reorganization, or liquidation;
(3) any material change in the present indebtedness, capitalization, or distribution policy of the Fund;
(4) any change in the present Board of Directors or in the management of the Fund, including without
limitation any change in the number or the term of members of the Board of Directors, the filling of any
existing vacancy on the Board of Directors, or any change in any material term of the employment contract
of any executive officer of the Fund (each, an “Executive Officer” and collectively, the “Executive Officers”);
(5) a purchase, sale, or transfer of a material amount of assets of the Fund (other than as the Board of
Directors determines may be necessary or appropriate to fund all or a portion of the amount offered for
the purchase of Shares pursuant to the Offer or in connection with the ordinary portfolio transactions of the
Fund); (6) any other material change in the Fund’s corporate structure or business, including any material
change in any of its investment policies, for which a vote would be required by Section 13 of the 1940 Act; or
(7) any change in the Fund’s Articles of Amendment and Restatement dated as of September 4, 2023 (as it
may be amended, modified, or otherwise supplemented from time to time) or other governing instruments or
any other action which could impede the acquisition of control of the Fund.
Based on the number of Shares outstanding as of June 30, 2024, the following persons (the named
individuals being the Directors and Executive Officers) own the number of Shares indicated in the below
table:
Person Number of Shares
Beneficial Ownership of
Fund (%)^
Brookfield Asset Management Private Institutional Capital Adviser
(Canada) LP* ..................................... 10,214.50 0.00%
BII BIP Holdings LP** ................................ 3,274,783.65 1.35%
Brookfield BRP Holdings (US) Inc.** ..................... 8,393,264.61 3.46%
BII BIG Holdings LP*** .............................. 13,964,466.49 5.75%
Heather S. Goldman .................................. — —
Brian F. Hurley ..................................... — —
Edward A. Kuczmarski ................................ — —
Stuart A. McFarland ................................. — —
Betty A. Whelchel .................................... — —
William H. Wright II ................................. — —
Chloe Berry ........................................ — —
Casey P. Tushaus .................................... — —
Craig A. Ruckman ................................... — —
Adam R. Sachs ..................................... — —
Mohamed S. Rasul ................................... — —
All directors and officers as a group (11 persons) .............. — —
^ Percentage rounds to two decimal places.
* As of June 30, 2024, Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP
owned 0.004% of the Fund.
** In connection with the prior tender offer that commenced on May 29, 2024, BII BIP Holdings LP
(“BIP”) and Brookfield BRP Holdings (US) Inc. (“BRP”) each tendered 100% of their shares, which
were accepted by the Fund. As a result, BIP and BRP do not hold any Shares as of the Commencement
Date.
*** In connection with the prior tender offer that commenced on May 29, 2024, BII BIG Holdings LP
(“BIG”) tendered 11,510,000.00 shares, which was accepted by the Fund. As a result, BIG holds
2,454,466.59 Shares (representing approximately 1.04% of the Fund) as of the Commencement Date.
Other than the acceptance of subscriptions for Shares as of the Prior Admission Date, there have been
no transactions involving Shares that were effected during the past 60 days by the Fund, the Adviser, any
10
member of the Board of Directors, the Executive Officers, or any person controlling the Fund or the
Adviser except for any transactions as such persons may disclose in beneficial ownership filings pursuant to
the Exchange Act from time to time.
10. CERTAIN FEDERAL INCOME TAX CONSEQUENCES.
The U.S. federal income tax discussion set forth below is a summary included for general information
purposes only. In view of the individual nature of tax consequences, each Shareholder is advised to consult
its own tax adviser with respect to the specific, individual tax consequences of participation in the Offer,
including the effect and applicability of state, local, foreign and other tax laws and the possible effects of
changes in federal or other tax laws.
The sale of Shares pursuant to the Offer will be a taxable transaction to a Shareholder for U.S. federal
income tax purposes, either as a “sale or exchange,” or under certain circumstances, as a “dividend.” Under
Section 302(b) of the Internal Revenue Code of 1986, as amended (the “Code”), a sale of Shares pursuant
to the Offer generally will be treated as a “sale or exchange” if the receipt of cash by the Shareholder: (a) results
in a “complete termination” of the Shareholder’s interest in the Fund, (b) is “substantially disproportionate”
with respect to the Shareholder, or (c) is “not essentially equivalent to a dividend” with respect to the
Shareholder. A sale of Shares pursuant to the Offer generally will result in a “complete termination” of a
Shareholder’s interest in the Fund if such Shareholder tenders, and the Fund repurchases, all of such
Shareholder’s Shares (i.e., the Shareholder reduces its percentage ownership interest in the Fund to 0%). A
“substantially disproportionate” distribution generally requires a reduction of at least 20% in a Shareholder’s
proportionate ownership interest in the Fund after all Shares are tendered. A distribution “not essentially
equivalent to a dividend” requires, among other things, that there be a “meaningful reduction” in the
Shareholder’s ownership interest in the Fund, which more likely than not would be the case if the Shareholder
has a minimal interest in the Fund, exercises no control over Fund affairs or experiences a reduction in the
proportionate ownership interest in the Fund.
In determining whether any of these tests has been met, Shares actually owned, as well as Shares
considered to be owned by the Shareholder by reason of certain constructive ownership rules set forth in
Section 318 of the Code, generally must be taken into account. If any of these three tests for “sale or
exchange” treatment is met, a Shareholder will recognize gain or loss equal to the difference between the price
paid by the Fund for the Shares purchased in the Offer and the Shareholder’s adjusted basis in such
Shares. If such Shares are held as a capital asset, the gain or loss will generally be capital gain or loss. The
maximum tax rate applicable to net capital gains recognized by individuals and other non-corporate taxpayers
is generally (i) the same as the applicable ordinary income rate for capital assets held for one year or less or
(ii) either 15% or 20% for capital assets held for more than one year, depending on whether the individual’s
income exceeds certain threshold amounts.
The Fund generally will be required to report to the IRS and each Shareholder the cost basis and
holding period for each respective Shareholder’s Shares repurchased or transferred by the Fund. The Fund
has elected the average cost method as the default cost basis method for purposes of this requirement. If a
Shareholder wishes to accept the average cost method as its default cost basis calculation method in
respect of Shares in its account, the Shareholder does not need to take any additional action. If, however, a
Shareholder wishes to affirmatively elect an alternative cost basis calculation method in respect of its Shares,
the Shareholder must contact the Fund’s administrator to obtain and complete a cost basis election form.
The cost basis method applicable to a particular share repurchase or transfer may not be changed after the
Valuation Date in respect of that repurchase or transfer. Shareholders should consult their tax advisors
regarding their cost basis reporting options and to obtain more information about how the cost basis
reporting rules apply to them.
If the requirements of Section 302(b) of the Code are not met, amounts received by a Shareholder who
sells Shares pursuant to the Offer will be taxable to the Shareholder as a “dividend” to the extent of such
Shareholder’s allocable Share of the Fund’s current or accumulated earnings and profits. To the extent that
amounts received exceed such Shareholder’s allocable Share of the Fund’s current or accumulated earnings
and profits, such excess will constitute a non-taxable return of capital to the extent of the Shareholder’s
adjusted basis in its Shares, and any amounts in excess of the Shareholder’s adjusted basis will constitute
taxable capital gain. Any remaining adjusted basis in the Shares tendered to the Fund will be transferred to
11
any remaining Shares held by such Shareholder. In addition, if any tendering Shareholder is deemed to have
received a “dividend” as a result of the Offer, it is possible that Shareholders whose percentage ownership
of the Fund increases as a result of the Offer, including Shareholders who do not tender any Shares pursuant
to the Offer, will be deemed to receive a constructive distribution under Section 305(c) of the Code of an
amount determined by their increase in their proportionate interest in the earnings and assets of the Fund
as a result of such tender. Such constructive distribution will be treated as a dividend to the extent of current
or accumulated earnings and profits allocable to it. Such dividend treatment will not apply, however, if the
tender is treated as an “isolated redemption” within the meaning of the Treasury regulations.
Under the “wash sale” rules under the Code, provided the purchase of Shares pursuant to the Offer is
treated as a sale or exchange (and not a distribution as described above), loss recognized on Shares
repurchased pursuant to the Offer will ordinarily be disallowed to the extent the Shareholder acquires other
shares of the Fund or substantially identical stock or securities within 30 days before or after such purchase
and, in that event, the basis and holding period of the shares acquired will be adjusted to reflect the disallowed
loss.
An additional 3.8% federal tax is imposed on certain net investment income (including ordinary
dividends and capital gain distributions received from the Fund and net gains from redemptions or other
taxable dispositions of Shares) of U.S. individuals, estates and trusts to the extent that such person’s “modified
adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate
or trust) exceed certain threshold amounts. Shareholders should consult their tax advisors regarding the
applicability of the tax on net investment income to their sale of Shares pursuant to the Offer.
Non-U.S. Investors. Any payments (including any constructive dividends) to a tendering Shareholder
who is a nonresident alien individual, a foreign trust or estate or a foreign corporation that does not hold
his, her or its Shares in connection with a trade or business conducted in the United States (a “non-U.S.
Investor”) that are treated as dividends for U.S. federal income tax purposes under the rules set forth above,
and as discussed in greater detail in the Fund’s Prospectus, absent a statutory exemption, the dividend
received or deemed received by the non-U.S. Investors will generally be subject to U.S. withholding tax at
the rate of 30% (unless a reduced rate applies under an applicable tax treaty). A tendering non-U.S. Investor
who realizes a capital gain on a tender of Shares will not be subject to U.S. federal income tax on such
gain, unless the non-U.S. Shareholder is an individual who is physically present in the United States for
183 days or more and certain other conditions exist. Such persons are advised to consult their own tax adviser.
Special rules may apply in the case of non-U.S. Investors (i) that are engaged in a U.S. trade or business,
(ii) that are former citizens or residents of the U.S. or (iii) that have a special status for U.S. federal tax
purposes, such as “controlled foreign corporations,” corporations that accumulate earnings to avoid U.S.
federal income tax, and certain foreign charitable organizations. Such persons are advised to consult their own
tax adviser.
Because an applicable withholding agent may not be able to determine if a particular non-U.S. Investor
qualif ies for sale or exchange treatment pursuant to Section 302(b) of the Code, such agent may withhold
U.S. federal income tax equal to 30% of the gross payments payable to a non-U.S. Shareholder unless the
agent determines that an exemption or a reduced rate of withholding is available as discussed above. However,
a non-U.S. Investor may be eligible to obtain a refund of all or a portion of any tax withheld if such
non-U.S. Investor establishes that it qualifies for sale or exchange treatment pursuant to Section 302(b) of
the Code or is otherwise able to establish that no tax or a reduced amount of tax is due. See the section of the
Fund’s Prospectus entitled “Certain U.S. Federal Income Tax Considerations” for further information
concerning the taxation of non-U.S. Investors. Non-U.S. Investors are urged to consult their tax advisors
regarding the application of U.S. federal income tax rules, including withholding, to their tender of Shares.
A foreign financial institution or non-financial foreign entity that tenders Shares which are accepted
for purchase pursuant to the Offer will generally be subject to withholding tax imposed under sections 1471
to 1474 of the Code (such sections commonly referred to as the Foreign Account Tax Compliance Act, or
“FATCA”) and applicable U.S. Treasury Regulations promulgated thereunder at a rate of 30% of the
distributions payable to such foreign financial institution or non-f inancial foreign entity unless such foreign
financial institution or non-financial foreign entity provides to the applicable withholding agent an
applicable IRS Form W-8 demonstrating that FATCA withholding is not required. If the applicable
withholding agent withholds tax under FATCA, it will not also withhold the 30% U.S. federal income tax
12
described previously. The U.S. Treasury Department has released proposed U.S. Treasury Regulations
which, if finalized in their present form, would eliminate the application of withholding imposed under
FATCA with respect to payments of gross proceeds, which includes capital gain distributions from a regulated
investment company (“RIC”) such as the Fund. Pursuant to these proposed U.S. Treasury Regulations,
the Fund and any other applicable withholding agent may (but is not required to) rely on this proposed change
to FATCA withholding until final regulations are issued or until such proposed U.S. Treasury Regulations
are rescinded. Non-U.S. Holders are urged to consult their own tax advisors to determine the effect, if any, of
FATCA on their participation in the Offer. The Fund will not pay additional amounts to Shareholders in
the event that FATCA withholding does apply.
Backup Withholding. The Fund generally will be required to withhold tax at the rate of 24% (“backup
withholding”) from any payment to a tendering Shareholder that is an individual (or certain other
non-corporate persons) if the Shareholder fails to provide to the Fund its correct taxpayer identification
number (i.e., an employer identification number or social security number) or otherwise establish an exemption
from the backup withholding tax rules. Therefore, each tendering U.S. resident Shareholder should furnish
to the Fund a duly completed Internal Revenue Service (“IRS”) Form W-9 to avoid backup withholding,
unless such U.S. resident Shareholder otherwise establishes that such U.S. resident Shareholder is not
subject to backup withholding. Certain U.S. resident Shareholders (including, among others, most
corporations) are not subject to these backup withholding requirements.
A non-U.S. Investor generally will be able to avoid backup withholding with respect to payments by the
Fund that are treated as made in exchange for tendered Shares only if it furnishes to the Fund a duly
completed applicable IRS Form W-8 (generally, an IRS Form W-8BEN, IRS Form W-8BEN-E, IRS
Form W-8EXP or IRS Form W-8ECI), signed under penalty of perjury, stating that it (1) is a nonresident
alien individual or a foreign corporation, partnership, estate or trust, (2) has not been and does not plan to be
present in the United States for a total of 183 days or more during the calendar year, and (3) is neither
engaged, nor plans to be engaged during the year, in a U.S. trade or business that has effectively connected
gains from transactions with a broker or barter exchange. Backup withholding is not an additional tax, and
any amounts withheld may be credited against a Shareholder’s U.S. federal income tax liability.
Other Tax Consequences. The Fund’s purchase of Shares in the Offer may directly result in, or
contribute to a subsequent, limitation on the Fund’s ability to use capital loss carryforwards to offset future
capital gains. Therefore, in certain circumstances, Shareholders who remain Shareholders following
completion of the Offer may incur taxes sooner or incur more taxes associated with their investment in the
Fund, than they would have had the Offer not occurred.
Payments for repurchased Shares may require the Fund to liquidate all or a portion of its portfolio
holdings. Such action could give rise to increased taxable distributions to Shareholders, including
distributions of ordinary income or short-term capital gains taxable to individuals as ordinary income.
Under Treasury regulations directed at tax shelter activity, if a Shareholder recognizes a loss of
$2 million or more in the case of an individual or other non-corporate Shareholder or $10 million or more
in the case of a corporate Shareholder, such Shareholder must file a disclosure statement on IRS Form 8886
with the IRS. Direct holders of portfolio securities are, in many cases, excepted from this reporting
requirement, but under current guidance, shareholders of a RIC are not excepted. Future guidance may
extend the current exception from this reporting requirement to shareholders of most or all RICs. The fact
that a loss is reportable under these Treasury regulations does not affect the legal determination of whether a
taxpayer’s treatment of the loss is proper. Shareholders should consult their own tax advisers concerning
any possible disclosure obligation with respect to their investment in Shares.
11. MISCELLANEOUS.
The Offer is not being made to, nor will tenders be accepted from, Shareholders in any jurisdiction in
which the Offer or its acceptance would not comply with the securities or other laws of such jurisdiction.
The Fund is not aware of any jurisdiction in which the Offer, or tenders pursuant thereto, would not be in
compliance with the laws of such jurisdiction. The Fund reserves the right, however, to exclude Shareholders
from the Offer in any jurisdiction in which it is asserted that the Offer cannot lawfully be made. The Fund
13
believes such exclusion is permissible under applicable laws and regulations, provided that the Fund makes a
good faith effort to comply with any state law deemed applicable to the Offer.
Reference is made to the audited financial statements of the Fund dated December 31, 2023, which
were prepared by the Fund and filed with the SEC on Form N-CSR under the 1940 Act on March 11, 2024.
Such financial statements are incorporated herein by reference in their entirety.
The Fund has filed an Issuer Tender Offer Statement on Schedule TO with the SEC, which includes
certain information relating to this Offer. A free copy of such statement may be obtained by contacting the
Fund at the address and telephone number set out on the first page of the Letter of Transmittal or from the
SEC’s internet website, http://www.sec.gov.
14
Letter of Transmittal
Regarding Shares in
Brookfield Infrastructure Income Fund Inc.
Tendered Pursuant to the Offer to Purchase
Dated August 23, 2024
This Letter of Transmittal Must Be
Received by Brookfield Infrastructure Income Fund Inc.
By September 23, 2024
The Offer and Withdrawal Rights Will Expire at
5:00 P.M., Eastern time, on September 23, 2024,
Unless the Offer Is Extended.
Complete this Letter of Transmittal and Deliver to
Brookfield Infrastructure Income Fund Inc.
Please note: IRA and retirement account transaction requests must be signed by
the investor and the Custodian.
1
As described in the Fund’s Prospectus, no commission will be payable to the Fund in
connection with the Offer, however, Shares tendered within 12 months of the original issue
date of such Shares will be subject to a fee of 2.00% of the net asset value of the Shares
repurchased by the Fund (“Early Withdrawal Fee”). The Early Withdrawal Fee will be
made by reducing the purchase amount for Shares acquired pursuant to the Offer.
The Transfer Agent must receive the completed Letter of Transmittal, signed by all account owners, including
the Custodian (if applicable) by 5:00 P.M., Eastern Time, on September 23, 2024.
Express/Overnight Delivery:
Brookfield Infrastructure Income Fund Inc.
430 W 7th Street
Suite 219501
Kansas City, MO 64105-1407
Regular Mail:
Brookfield Infrastructure Income Fund Inc.
PO Box 219501
Kansas City, MO 64121-9501
E-mail:
For additional information please call (855) 777-8001
1
The Custodial Signature requirement does not apply to accounts held through UBS Financial Services
Inc. and Morgan Stanley Smith Barney LLC.
C-1
Ladies and Gentlemen:
The undersigned hereby tenders to Brookfield Infrastructure Income Fund Inc., a Maryland corporation
registered under the Investment Company Act of 1940, as amended, as a non-diversified, closed-end
management investment company (the “Fund”), the shares of common stock in the Fund (the “Shares”)
held by the undersigned, described and specified below, on the terms and conditions set out in the offer to
purchase, dated August 23, 2024 (the “Offer to Purchase”), receipt of which is hereby acknowledged, and in
this Letter of Transmittal. The Offer to Purchase and this Letter of Transmittal are subject to all the terms
and conditions set out in the Offer to Purchase, including without limitation the absolute right of the Fund to
reject any and all tenders deter mined by it, in its sole discretion, not to be in the appropriate form.
The undersigned hereby sells to the Fund the Shares tendered pursuant to this Letter of Transmittal.
The undersigned warrants that it has full authority to sell the Shares tendered hereby and that the Fund will
acquire good title to the Shares, free and clear of all liens, charges, encumbrances, conditional sales
agreements, or other obligations relating to this sale, and not subject to any adverse claim, when, and to the
extent that, the Shares are purchased by the Fund. Upon request, the undersigned will execute and deliver
any additional documents necessary to complete the sale in accordance with the terms of the Offer to Purchase.
The undersigned recognizes that, under certain circumstances set out in the Offer to Purchase, the
Fund may not be required to purchase the Shares tendered hereby. The undersigned recognizes that, if the
Offer is oversubscribed, not all of the undersigned’s Shares will be purchased.
Repurchases of Shares from Shareholders by the Fund will generally be paid in cash. The payment of
the purchase amount for the Shares tendered by the undersigned will be made by wire transfer of funds.
All authority conferred, or agreed to be conferred, in this Letter of Transmittal will survive the death
or incapacity of the undersigned, and the obligation of the undersigned hereunder will be binding on the
heirs, personal representatives, successors, and assigns of the undersigned. Except as stated in Section 6 of the
Offer to Purchase, this tender is irrevocable.
If you hold your Shares of the Fund through a retirement or custodial account, please contact your
representative or agent for assistance in completing the transaction documents.
C-2
LETTER OF TRANSMITTAL
PART 1. NAME (AS IT APPEARS ON YOUR BROOKFIELD INFRASTRUCTURE INCOME
FUND INC. ACCOUNT STATEMENT) AND CONTACT INFORMATION:
Fund Name:
Fund Account #:
Account Name/Registration:
SSN/TIN:
Address:
City, State, Zip Telephone Number:
Email Address:
Financial Intermediary Firm Name:
Financial Intermediary Account #:
Financial Advisor Name:
Financial Advisor Telephone #:
PART 2. AMOUNT OF SHARES OF COMMON STOCK OF THE FUND BEING TENDERED:
☐ All of the undersigned’s Shares.
If less than all Shares being tendered, indicate the amount of the undersigned’s number of Shares being
tendered:
☐ Partial Tender* of Class I Shares ( Shares)
☐ Partial Tender* of Class S Shares ( Shares)
☐ Partial Tender* of Class T Shares ( Shares)
☐ Partial Tender* of Class D Shares ( Shares)
* Please only provide a number of Shares, not a dollar amount. 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 by checking the following box:
☐ Change request to full tender if amount requested to be repurchased would need to be reduced to
maintain minimum account balance
As more fully discussed in the Fund’s prospectus, 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. In the event that 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 basis (measured on an aggregate basis (without duplication) across
the Fund, if applicable). All unsatisfied repurchase requests must be resubmitted for the next available
repurchase date, unless such a repurchase request is withdrawn or revoked by a stockholder before such
repurchase date.
☐ Process my tender request on a pro-rata basis each tender period until my entire request has been
honored.
C-3
☐ Withdraw (do not process) my entire tender request if amount will be reduced on a pro-rata basis.
PART 3. PAYMENT:
Payments will be directed back to the account from which your subscription funds were debited. Contact
your financial intermediary or account manager if you have any questions.
PLEASE BE SURE TO COMPLETE ALL SECTIONS OF THIS FORM.
PART 4. SIGNATURE(S):
Shareholder Signature
Signature of Investor, Trustee or Custodian (if applicable) Date
Signature of Joint Investor, Trustee or Custodian (if applicable) Date
Printed name(s) and Title, if applicable, of Authorized Signer(s) (for verification purposes)
Printed name(s) and Title, if applicable, of Authorized Signer(s) (for verification purposes)
If needed, use for Custodian Authorization
The following section pertains to investors who purchase shares directly from the Fund. If you are investing
through a financial intermediary, please contact your financial intermediary directly for more information
regarding the topics referenced below.
A signature guarantee from an acceptable guarantor is required if you want repurchase proceeds sent (i) to
an address other than the address of record, (ii) to a person other than the registered shareholder(s) for the
account, (iii) to a bank account number other than the one previously designated or (iv) for all repurchases
in excess of $100,000 where proceeds are requested to be sent by check. The Fund may waive any of the above
requirements in its discretion. In addition to the situations described above, the Fund and/or the Transfer
Agent reserve the right to require a signature guarantee in other instances based on the circumstances relative
to the particular situation.
(See Part 3 above.)
C-4
Please return your completed form by one of the following methods:
Express/Overnight Delivery:
Brookfield Infrastructure Income Fund Inc.
430 W 7th Street
Suite 219501
Kansas City, MO 64105-1407
Regular Mail:
Brookfield Infrastructure Income Fund Inc.
PO Box 219501
Kansas City, MO 64121-9501
E-mail:
For additional information please call (855) 777-8001
Please note: IRA, retirement or custodial account transaction requests must be signed by
the shareholder and the Custodian.
2
The Transfer Agent must receive the completed Letter of Transmittal, signed by all account owners, including
the Custodian (if applicable) by the deadline stated herein.
2
The Custodial Signature requirement does not apply to accounts held through UBS Financial Services
Inc. and Morgan Stanley Smith Barney LLC.
C-5
Notice of Withdrawal of Tender
Regarding Shares in
Brookfield Infrastructure Income Fund Inc.
Tendered Pursuant to the Offer to Purchase
Dated August 23, 2024
The Offer and Withdrawal Rights Will Expire at,
and This Notice of Withdrawal Must Be Received by
Brookfield Infrastructure Income Fund Inc. by
5:00 P.M., Eastern Time, on September 23, 2024,
Unless the Offer Is Extended.
Complete this form only if you would like to rescind your previous Tender Request.
Complete this Notice of Withdrawal and Return or Deliver to
Brookfield Infrastructure Income Fund Inc.:
Express/Overnight Delivery:
Brookfield Infrastructure Income Fund Inc.
430W 7
th
Street
Suite 219501
Kansas City, MO 64105-1407
Regular Mail:
Brookfield Infrastructure Income Fund Inc.
PO Box 219501
Kansas City, MO 64121-9501
E-mail:
For additional information please call (855) 777-8001
D-1
Complete this form only if you would like to rescind your previous tender request.
Ladies and Gentlemen:
The undersigned previously tendered all or some of its shares in Brookfield Infrastructure Income
Fund Inc. (the “Fund”) for purchase by the Fund by submitting a Letter of Transmittal Regarding Shares
in the Fund (the “Letter of Transmittal”).
Such tender was in the amount of:
☐ All of the undersigned’s Shares.
That amount of the undersigned’s number of Shares:
☐ Partial Tender of Class I Shares ( Shares)
☐ Partial Tender of Class S Shares ( Shares)
☐ Partial Tender of Class T Shares ( Shares)
☐ Partial Tender of Class D Shares ( Shares)
As indicated immediately below, the undersigned hereby wishes to withdraw its tender of Shares in the Fund
such that:
☐ NONE of the undersigned’s shares will be purchased by the Fund.
☐ SOME of the undersigned’s shares will be purchased by the Fund and the number of those shares
still to be purchased by the Fund is*:
☐ Partial Tender of Class I Shares ( Shares)
☐ Partial Tender of Class S Shares ( Shares)
☐ Partial Tender of Class T Shares ( Shares)
☐ Partial Tender of Class D Shares ( Shares)
* NOTE: This option may be used only to decrease the number of the Shares to be purchased by the Fund. If
an increase in the number of the Shares to be purchased by the Fund is indicated on this form, the Fund shall
consider this form null and void and shall process the undersigned’s initial tender request as set forth in its
previously submitted Letter of Transmittal.
The undersigned recognizes that, upon the submission on a timely basis of this Notice of Withdrawal
of Tender, properly executed, all or some of the undersigned’s Shares in the Fund (as indicated above)
previously tendered will not be purchased by the Fund upon expiration of the tender offer described above.
PLEASE BE SURE TO COMPLETE BOTH SIDES OF THIS FORM.
D-2
Name of Shareholder(s):
SSN/TIN:
Telephone Number:
Account Number:
SIGNATURE(S):
Shareholder Signature
Signature of Investor, Trustee or Custodian (if applicable) Date
Signature of Joint Investor or Trustee (if applicable) Date
Printed name(s) and Title, if applicable, of Authorized Signer(s) (for verification purposes)
Printed name(s) and Title, if applicable, of Authorized Signer(s) (for verification purposes)
If needed, use for Custodian Authorization
Express/Overnight Delivery:
Brookfield Infrastructure Income Fund Inc.
430W 7
th
Street
Suite 219501
Kansas City, MO 64105-1407
Regular Mail:
Brookfield Infrastructure Income Fund Inc.
PO Box 219501
Kansas City, MO 64121-9501
E-mail:
For additional information please call (855) 777-8001
Please note: IRA, retirement or custodial account transaction requests must be signed by the shareholder and the
Custodian.
1
The Transfer Agent must receive the completed Notice of Withdrawal of Tender, signed by all account owners,
including the Custodian (if applicable) by the deadline stated herein.
1
The Custodial Signature requirement does not apply to accounts held through UBS Financial Services
Inc. and Morgan Stanley Smith Barney LLC.
D-3
