19OCT201018245244

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus constitutes a publicoffering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell thesesecurities.

PROSPECTUSInitial Public Offering June 24, 2013

BROOKFIELD GLOBAL INFRASTRUCTURE SECURITIESINCOME FUND

Maximum $350,000,000 (35,000,000 Units)$10.00 per Unit

Brookfield Global Infrastructure Securities Income Fund (the ‘‘Fund’’) is a closed-end investment fund establishedunder the laws of the Province of Ontario that proposes to issue transferable units (the ‘‘Units’’) of the Fund at a priceof $10.00 per Unit (the ‘‘Offering’’).

The investment objectives of the Fund are to:

(i) provide holders of the Units (the ‘‘Unitholders’’) with quarterly cash distributions;

(ii) maximize total return for Unitholders through distributions and capital appreciation; and

(iii) preserve capital.

The Fund will invest in a portfolio comprised primarily of equity securities of publicly-traded global infrastructurecompanies that own and operate infrastructure assets (the ‘‘Portfolio’’). The Portfolio will be actively managed byBrookfield Investment Management Inc. (the ‘‘Investment Manager’’ or ‘‘BIM’’). See ‘‘Investment Objectives’’. TheInvestment Manager is a wholly-owned subsidiary of Brookfield Asset Management Inc. (‘‘BAM’’).

Brookfield Investment Management (Canada) Inc. (the ‘‘Manager’’ or ‘‘BIM Canada’’) will act as the manager andthe trustee of the Fund. The Manager is a wholly-owned subsidiary of BAM. BIM Canada, BIM and BAM arecollectively referred to as ‘‘Brookfield’’. See ‘‘Organization and Management Details of the Fund’’.

Price: $10.00 per UnitMinimum Purchase: 100 Units

Price to Net Proceedsthe Public(1) Agents’ Fees to the Fund(2)

Per Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10.00 $0.525 $9.475Total Minimum Offering(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $100,000,000 $5,250,000 $94,750,000Total Maximum Offering(3)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $350,000,000 $18,375,000 $331,625,000Notes :

(1) The Offering price was established by negotiation between the Manager and the Agents (as defined herein).

(2) Before deducting the expenses of the Offering, estimated to be $800,000 (and subject to a maximum of 1.5% of the gross proceeds of theOffering), which, together with the Agents’ fees, will be paid by the Fund from the proceeds of the Offering.

(3) There will be no Closing unless at least 10,000,000 Units are sold. If subscriptions for a minimum of 10,000,000 Units have not been receivedwithin 90 days following the date of issuance of a final receipt for this prospectus, this Offering may not continue without the consent of thesecurities authorities and those who have subscribed for Units on or before such date.

(4) The Fund has granted the Agents an option (the ‘‘Over-Allotment Option’’), exercisable for a period of 30 days following the closing of theOffering (the ‘‘Closing’’), to purchase additional Units in an amount up to 15% of the aggregate number of Units issued at the Closing on thesame terms as set forth above. If the Over-Allotment Option is exercised in full, under the maximum Offering, the price to the public, theAgents’ fees and the net proceeds to the Fund, before deducting the expenses of the Offering, will be $402,500,000, $21,131,250, and$381,368,750, respectively. This prospectus also qualifies the grant of the Over-Allotment Option and the distribution of the Units issuable onthe exercise of the Over-Allotment Option. A purchaser who acquires Units forming part of the over-allocation position acquires those Unitsunder this prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-AllotmentOption or secondary market purchases. See ‘‘Plan of Distribution’’.

(continued on next page)

(continued from cover)

In the opinion of Blake, Cassels & Graydon LLP, counsel to the Fund, and Osler, Hoskin & Harcourt LLP, counsel tothe Agents (as defined herein), provided that the Fund qualifies as a ‘‘mutual fund trust’’ within the meaning of theTax Act or the Units are listed on a ‘‘designated stock exchange’’ for purposes of the Tax Act (which currently includesthe TSX), the Units, if issued on the date hereof, would be qualified investments under the Tax Act for trusts governedby registered retirement savings plans, registered retirement income funds, deferred profit sharing plans, registereddisability savings plans, registered education savings plans and tax-free savings accounts. See ‘‘Income TaxConsiderations — Status of the Fund’’ and ‘‘Income Tax Considerations — Taxation of Registered Plans’’.

There is no assurance that the Fund will meet its investment objectives. There is currently no market through which theUnits may be sold and purchasers may not be able to resell securities purchased under this prospectus. This may affectthe pricing of the Units in the secondary market, the transparency and availability of trading prices, the liquidity of thesecurities, and the extent of issuer regulation. See ‘‘Risk Factors’’ for a discussion of certain factors that should beconsidered by prospective investors in the Units including with respect the Fund’s use of leverage. The Toronto StockExchange (the ‘‘TSX’’) has conditionally approved the listing of the Units. The listing is subject to the Fund fulfilling allof the TSX requirements on or before September 12, 2013, including distribution of Units to a minimum number ofpublic holders.

The Fund is not a trust company and, accordingly, is not registered under the trust company legislation of anyjurisdiction. Units are not ‘‘deposits’’ within the meaning of the Canada Deposit Insurance Corporation Act and are notinsured under provisions of that Act or any other legislation.

RBC Dominion Securities Inc., CIBC World Markets Inc., Scotia Capital Inc., TD Securities Inc., BMO NesbittBurns Inc., National Bank Financial Inc., GMP Securities L.P., Raymond James Ltd., Canaccord Genuity Corp.,Brookfield Financial Corp., Desjardins Securities Inc., Haywood Securities Inc., Macquarie Private Wealth Inc. andManulife Securities Incorporated (collectively, the ‘‘Agents’’) have agreed to conditionally offer the Units, subject toprior sale, on a best efforts basis, if, as and when issued by the Fund and accepted by the Agents in accordance withthe conditions contained in the agency agreement among the Fund, the Manager, the Investment Manager and theAgents (the ‘‘Agency Agreement’’) referred to under ‘‘Plan of Distribution’’, and subject to the approval of certainlegal matters by Blake, Cassels & Graydon LLP on behalf of the Fund and Osler, Hoskin & Harcourt LLP on behalfof the Agents. An affiliate of Brookfield Financial Corp. controls the Manager. Consequently, the Fund is a‘‘connected issuer’’ of Brookfield Financial Corp. for purposes of applicable securities laws. See ‘‘Plan of Distribution’’and ‘‘Conflicts of Interest’’.

Subscriptions will be received for the Units offered hereby, subject to rejection or allotment in whole or in part, andthe right is reserved to close the subscription books at any time without notice. Closing is expected to occur on orabout July 18, 2013 but not later than August 20, 2013. Registrations and transfers of Units will be effected onlythrough the book-entry only system administered by CDS. No holder of a Unit will be entitled to a physical certificateevidencing the person’s interest or ownership and a purchaser of Units will receive only a customer confirmation fromthe registered dealer who is a CDS participant and from or through whom the Units are purchased. See ‘‘Attributes ofthe Units’’.

TABLE OF CONTENTS

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PROSPECTUS SUMMARY ................................... 1

OVERVIEW OF THE LEGAL STRUCTURE OF THE FUND ............................. 14

INVESTMENT OBJECTIVES ............................ 14

INVESTMENT STRATEGIES ............................ 14 Investment Process .................................... 15

Risk Management ...................................... 18

Use of Derivatives ..................................... 18

Foreign Currency Hedging ........................ 18

Leverage .................................................... 18

Covered Option Writing ............................ 19

Brookfield Global Listed Infrastructure Income Fund Inc. ................ 19

OVERVIEW OF THE SECTOR THAT THE FUND INVESTS IN ..................................... 19

INVESTMENT RESTRICTIONS ....................... 27 Investment Restrictions of the Fund .......... 27

FEES AND EXPENSES ........................................ 29 Agents’ Fees .............................................. 29

Offering Expenses ..................................... 29

Management Fee ....................................... 29

Performance Fee ........................................ 29

Operating Expenses of the Fund................ 30

Additional Services ................................... 30

RISK FACTORS ................................................... 30 No Assurances of Achieving Distribution and Capital Preservation Objectives ............................. 31

Loss of Investment .................................... 31

No Guaranteed Return ............................... 31

Performance of the Portfolio ..................... 31

Concentration of the Portfolio ................... 31

Infrastructure Industry Risks ..................... 31

Equity Risk ................................................ 32

Credit Risk ................................................ 32

Commodity Price Risk .............................. 32

Suspension of Trading ............................... 33

Use of Leverage ........................................ 33

Market Disruptions .................................... 33

Global Financial Developments ................ 33

Reliance on the Manager and the Investment Manager .................................. 33

Emerging Markets Risk ............................. 34

Sensitivity to Interest Rates ....................... 34

Liquidity of the Portfolio Securities .......... 34

Use of Derivatives ..................................... 34

Use of Options ........................................... 35

Short Sales ................................................. 35

Counterparty Risk ..................................... 35

Hedging Instruments ................................. 36

Over-the-Counter Transactions ................. 36

Trading Price of Units ............................... 36

Fluctuations in NAV ................................. 36

Performance Fees ...................................... 36

Securities Lending ..................................... 36

Currency Exposure .................................... 37

Redemptions .............................................. 37

Potential Conflicts of Interest .................... 37

New Project Risk ....................................... 37

Changes in Legislation .............................. 38

Taxation Matters Affecting the Fund ........................................................... 38

Operating History ...................................... 40

Not a Trust Company ................................ 40

Nature of Units .......................................... 40

Liability of Unitholders ............................. 40

DISTRIBUTION POLICY ................................... 41

PURCHASES OF SECURITIES ......................... 43

REDEMPTION OF UNITS .................................. 43 Annual Redemption ................................... 43

Monthly Redemptions ............................... 43

Allocation of Gains to Redeeming Unitholders ................................................ 44

Exercise of Redemption Right................... 44

TABLE OF CONTENTS (continued)

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Suspension of Redemptions ...................... 44

INCOME TAX CONSIDERATIONS .................. 45

ORGANIZATION AND MANAGEMENT DETAILS OF THE FUND ...................................................................... 51

The Manager ............................................. 51

The Investment Manager ........................... 53

Brokerage Arrangements ........................... 55

Conflicts of Interest ................................... 56

Independent Review Committee ............... 56

Trustee ....................................................... 57

Custodian ................................................... 58

Registrar and Transfer Agent .................... 58

Auditor ...................................................... 58

Promoter .................................................... 58

CALCULATION OF NET ASSET VALUE ................................................................... 58

Valuation Policies and Procedures of the Fund ................................................. 59

Reporting of Net Asset Value ................... 60

ATTRIBUTES OF THE UNITS .......................... 60 Description of the Units Distributed .......... 60

Registration and Redemption of Units .......................................................... 61

Purchase for Cancellation or Resale .......... 62

Non-Resident Unitholders ......................... 62

UNITHOLDER MATTERS ................................. 62 Meetings of Unitholders ............................ 62

Matters Requiring Unitholder Approval .................................................... 62

Amendments to the Declaration of Trust ........................................................... 64

Reporting to Unitholders ........................... 65

Accounting and Reporting ......................... 65

TERMINATION OF THE FUND ........................ 65

USE OF PROCEEDS ............................................ 65

PLAN OF DISTRIBUTION ................................. 66

INTEREST OF MANAGER AND OTHERS IN MATERIAL TRANSACTIONS ................................................. 67

PROXY VOTING DISCLOSURE FOR PORTFOLIO SECURITIES HELD .................... 67

MATERIAL CONTRACTS ................................. 68

RELATIONSHIP BETWEEN INVESTMENT FUND AND AGENT .................. 68

EXPERTS ............................................................... 68

PURCHASERS’ STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION .......... 69

INDEPENDENT AUDITOR’S REPORT ......... F-1

BROOKFIELD GLOBAL INFRASTRUCTURE SECURITIES INCOME FUND STATEMENT OF FINANCIAL POSITION .................................... F-2

BROOKFIELD GLOBAL INFRASTRUCTURE SECURITIES INCOME FUND NOTES TO STATEMENT OF FINANCIAL POSITION ............................................................ F-3

CERTIFICATE OF THE ISSUER, THE MANAGER AND THE PROMOTER .............. C-1

CERTIFICATE OF THE AGENTS ................. C-2

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PROSPECTUS SUMMARY

The following is a summary of the principal features of this distribution and should be read together with the more detailed information and financial data and statements contained elsewhere in this prospectus. Certain capitalized terms used, but not defined in, this summary are defined in the “Glossary of Terms”. Unless otherwise indicated, all references to dollar amounts in this prospectus are to Canadian dollars.

THE OFFERING

Issuer: Brookfield Global Infrastructure Securities Income Fund (the “Fund”) is a closed-end investment fund governed by the laws of the Province of Ontario pursuant to a declaration of trust dated June 24, 2013 (the “Declaration of Trust”). Brookfield Investment Management (Canada) Inc. (the “Manager” or “BIM Canada”), a wholly-owned subsidiary of Brookfield Asset Management Inc. (“BAM”), will be the trustee and manager of the Fund. See “Overview of the Legal Structure of the Fund”.

Offering: The offering (the “Offering”) consists of transferable units (“Units”) of the Fund.

Maximum Issue: $350,000,000 (35,000,000 Units)

Minimum Issue: $100,000,000 (10,000,000 Units)

Subscription Price: $10.00 per Unit

Minimum Subscription:

$1,000 (100 Units)

Investment Objectives:

The investment objectives of the Fund are to:

(i) provide holders of the Units (“Unitholders”) with quarterly cash distributions;

(ii) maximize total return for Unitholders through distributions and capital appreciation; and

(iii) preserve capital.

The Fund will invest in a portfolio comprised primarily of equity securities of publicly-traded global infrastructure companies that own and operate infrastructure assets (the “Portfolio”). The Portfolio will be actively managed by Brookfield Investment Management Inc. (the “Investment Manager” or “BIM”), a wholly-owned subsidiary of BAM. BIM Canada, BIM and BAM are collectively referred to as “Brookfield”. See “Investment Objectives”.

Investment Strategies:

The Investment Manager will seek to achieve the investment objectives of the Fund by investing primarily in equity securities of publicly-traded global infrastructure companies. The Investment Manager defines an infrastructure company as any company that derives at least 50% of its revenue or profits from the ownership or operation of infrastructure assets which include physical structures, networks and systems for transportation, energy, water and sewage and communication. In the Investment Manager’s view, infrastructure assets generally offer stable, long-term underlying cash flows, attractive and sustainable yields, and provide an element of long-term inflation protection.

The Investment Manager believes that the inherent nature of infrastructure assets, incorporating predictable and stable long-term cash flows, offers the potential for strong risk adjusted investment returns.

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The Investment Manager believes that the Fund will provide investors with an opportunity to:

(i) access the global investment platform and infrastructure expertise of Brookfield and its affiliates;

(ii) access the rapidly growing infrastructure asset class, which incorporates a global universe of companies that own and operate infrastructure assets across developed countries and emerging markets; and

(iii) invest in a portfolio of investments that will focus on global infrastructure companies that the Investment Manager believes will have long-term, predictable, stable cash flows and offer above-average risk-adjusted returns.

The Investment Manager employs a value-based stock selection methodology with an emphasis on fundamental, bottom-up stock selection.

The Investment Manager will focus on the free cash flow generation of infrastructure companies with an emphasis on primary research including asset inspections, site visits, management meetings, financial modeling and sensitivity analysis. Investment decisions will be made based on total return expectations. The Fund will generally invest in four main infrastructure sectors:

1) Transportation;

2) Energy;

3) Communications; and

4) Water.

Diversification across global regions, including exposure to higher-growth emerging markets, will also be factored into portfolio construction. This approach is founded on fundamental, proprietary research and analysis utilizing the shared knowledge across Brookfield’s broader organization.

The Investment Manager’s infrastructure investment team (the “Investment Team”) is a highly experienced team dedicated to infrastructure securities investing. The portfolio managers have deep operational and direct experience investing in infrastructure assets and will be supported by a team of investment professionals with extensive investment experience. In addition, the Investment Team will be supplemented by the broader infrastructure investment platform of Brookfield and its affiliates. The Investment Manager will access Brookfield’s expertise as an owner/operator of companies and assets in order to refine its understanding of industry conditions and business dynamics.

In managing the Portfolio, the Investment Manager will employ substantially the same investment strategy as it employs in managing the Brookfield Global Listed Infrastructure Income Fund Inc. (“INF”), a fund listed and traded on the New York Stock Exchange and advised by the Investment Manager since inception in August, 2011. The annualized compound return (net of fees) for INF’s net asset value for the one-year period ended March 31, 2013 and since its inception on August 26, 2011 to March 31, 2013 is 18.20% and 21.39%, respectively. See “Investment Strategies – Brookfield Global Listed Infrastructure Income Fund Inc.”

The Fund may use derivatives for a variety of purposes, including but not limited to (i) for purposes of hedging (as defined in NI 81-102) and (ii) as a substitute for purchasing or selling securities.

The Investment Manager may also short securities from time to time. Short exposure in the Portfolio, for purposes other than hedging (as defined in NI 81-102), will not exceed 10% of the

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Total Assets determined on a daily marked-to-market basis.

The Fund may invest in infrastructure companies organized as master limited partnerships (“MLPs”) and, to a lesser extent, fixed income securities of infrastructure companies.

See “Investment Strategies”.

Distributions: The Fund intends to make quarterly cash distributions to Unitholders of record on the last Business Day of each quarter (each March, June, September and December). Distributions will be paid no later than the 15th Business Day following the end of the quarter for which the distribution is payable. The Fund will not have a fixed distribution, but distributions are initially targeted to be 6.0% per annum on the subscription price of $10.00 per Unit ($0.15 per Unit per quarter or $0.60 per annum). The first distribution is anticipated to be paid to Unitholders of record on September 30, 2013 and will be pro-rated to reflect the period from the Closing Date to September 30, 2013.

The amount of quarterly distributions may fluctuate and there can be no assurance that the Fund will make any distribution in any particular quarter or quarters.

Assuming gross proceeds of the Offering are $100 million and fees and expenses are as described herein, the Portfolio, using leverage of 27% of the Total Assets, would be required to generate an average annual total return of approximately 6.19%, inclusive of dividends and other income (net of applicable withholding tax), in order for the Fund to maintain a stable NAV per Unit, after accounting for fees and expenses of the Offering, while making the initial targeted distribution of $0.60 per annum on the offering price of $10.00 per Unit (representing an initial annual cash distribution of 6.0% on the offering price). Based on the anticipated composition of the Portfolio, it is expected that dividends and other income on the securities included in the Portfolio would be sufficient to maintain a stable NAV of the Fund and to fund distributions at the initially targeted level. The current weighted average yield on the Indicative Portfolio is approximately 6.28% per annum. No assurance can be given with respect to future levels of dividends and other income received on the securities included in the Portfolio from time to time. If the return on the Portfolio is less than the amount necessary to fund quarterly distributions at the then current targeted level and the Manager nevertheless chooses to pay such distributions, this will result in a portion of the capital of the Fund being returned to Unitholders and NAV per Unit will be reduced.

It is anticipated that returns on the Portfolio over the life of the Fund will be derived primarily from dividends and other income received on the Portfolio Securities and net realized capital gains from the sale of the Portfolio Securities.

If in any taxation year, after regular quarterly distributions there would otherwise remain additional net income or net realized capital gains, the Fund will also be required to pay one or more special distributions (in either cash or Units) of such portion of the remaining net income and net realized capital gains in such year to Unitholders as is necessary to ensure that the Fund will not be liable for income tax on such amounts under the Tax Act (after taking into account all available deductions, credits and refunds). See “Income Tax Considerations”.

There can be no assurance given as to the amount of targeted distributions, if any, in the future. There is no assurance that the Fund will meet its investment objectives. See “Distribution Policy” and “Risk Factors”.

Distribution Reinvestment:

The Fund intends to provide Unitholders with the opportunity to reinvest quarterly cash distributions made by the Fund in additional Units through the distribution reinvestment plan of the Fund described under “Distribution Policy – Distribution Reinvestment Plan”.

Investment BIM will act as the investment manager of the Fund. The Investment Manager is a global

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Manager of the Fund:

investment manager with over US$10 billion of assets under management as of March 31, 2013. The Investment Manager is a wholly-owned subsidiary of BAM, a Canadian based, global alternative asset manager with approximately US$184 billion in assets under management as of March 31, 2013 and over 100 years of history in owning and operating assets with a focus on property, infrastructure, renewable power and private equity.

The Investment Team is a highly experienced team dedicated to infrastructure investing. The Investment Team is supplemented by the broader infrastructure investment platform of Brookfield and its affiliates. Given the Investment Manager’s emphasis on fundamental research, the access to Brookfield’s expertise provides it with a competitive research advantage through extensive owner/operator insights into industry drivers and trends. See “Organization and Management of the Fund”.

Leverage: The Fund may utilize various forms of leverage including borrowings under loan facilities and margin purchases. The Fund may also utilize leverage obtained through shorting and through notional exposure under derivatives provided that aggregate exposure obtained through shorting and derivatives based on the market value of the notional exposure determined on a daily basis and borrowings determined at the time of borrowing shall not exceed 33% of Total Assets (the “Leverage Threshold”). Derivatives and shorting used solely for purposes of hedging (as defined in NI 81-102) will not be included in the Leverage Threshold calculation. If at any time leverage exceeds the Leverage Threshold, the Investment Manager will, as soon as practicable thereafter, cause the leverage to be reduced below such threshold. Accordingly, at the time such leverage is incurred, the maximum amount of exposure that the Fund could obtain is 1.50:1 (total long positions (including leveraged positions) divided by the net assets of the Fund). Initially, the Fund is expected to employ leverage of approximately 27% of Total Assets. See “Investment Strategies”.

Foreign Currency Hedging:

The Portfolio will be exposed to foreign currency. From time to time, between 0% and 100% of the value of the Portfolio’s non-Canadian currency exposure may be hedged back to the Canadian dollar. The Investment Manager initially does not intend to hedge the value of the Portfolio’s non-Canadian currency back to the Canadian dollar. It is not intended that the distributions on the Portfolio Securities will be hedged. See “Investment Strategies”.

Redemptions: Units may be redeemed at the option of Unitholders on the Annual Redemption Date of each year, commencing in September 2015 to and including until September 2017, if and only if the Annual Redemption Condition, described below, has been met in such year. Thereafter, Units may be redeemed at the option of the Unitholders on the Annual Redemption Date of each year. Units so redeemed will be redeemed at a redemption price per Unit equal to the Net Asset Value per Unit on the Annual Redemption Date, less any costs associated with the redemption, including commissions, if any, to fund such redemption. The Units must be surrendered for redemption at least 15 days prior to the Annual Redemption Date. Payment of the proceeds of redemption will be made on or before the 15th Business Day of the following month.

Annual Redemption Condition: Commencing in September 2015 to and including September 2017, Units may only be redeemed on an Annual Redemption Date if the simple average of the Net Asset Values of the Units (adjusted to include all distributions paid on such Units above $0.60 per Unit per annum and amounts above the pro rata equivalent for any partial years prior to such date) on each Business Day occurring in the month of August preceding the Annual Redemption Date is less than $10.00. Within 3 Business Days of the first day in the month of September, the Manager will issue a press release stating the average Net Asset Value per Unit and whether the Annual Redemption Condition has been triggered.

Notwithstanding the Annual Redemption Condition, Units may be redeemed at the option of Unitholders on the last Business Day of September 2018 and on the last Business Day of

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September each year thereafter. Units so redeemed will be redeemed at a redemption price per Unit equal to the Net Asset Value per Unit on such day, less any costs associated with the redemption, including commissions, if any, to fund such redemption.

See “Risk Factors”, “Redemption of Units” and “Calculation of Net Asset Value”.

Termination: The Fund does not have a fixed termination date. Pursuant to the Declaration of Trust, the Fund may be terminated at any time by the Manager provided that the prior approval of Unitholders has been obtained by a majority vote at a meeting of Unitholders called for that purpose; provided, however, that the Manager may, in its discretion, on not less than 30 days’ notice to Unitholders, terminate the Fund without the approval of Unitholders if, in the opinion of the Manager, it is no longer economically practical to continue the Fund or it would be in the best interests of the Fund. Upon termination, the net assets of the Fund will be distributed to Unitholders on a pro rata basis. See “Termination of the Fund”.

Permitted Merger: The Manager may, without obtaining Unitholder approval, merge the Fund with another fund or funds, in certain circumstances. If the Manager determines that a merger is appropriate and desirable, the Manager can effect the merger, including any required changes to the Declaration of Trust, without seeking Unitholder approval for the merger or such amendments. If a decision is made to merge, the Manager will issue a press release at least 30 Business Days prior to the proposed effective date thereof disclosing details of the proposed merger and will comply with all applicable laws including the requirements of the TSX concerning mergers involving listed investment funds. See “Matters Requiring Unitholder Approval”.

Use of Proceeds: Maximum Offering(1) (2) Minimum Offering(1)

Gross Proceeds to the Fund $350,000,000 $100,000,000

Agents’ fees $18,375,000 $5,250,000

Expenses of the Offering(3) $800,000 $800,000

Net proceeds to the Fund(3) $330,825,000 $93,950,000

(1) There will be no Closing unless a minimum of 10,000,000 Units are sold. If subscriptions for a minimum of 10,000,000 Units have not been received within 90 days following the date of issuance of a final receipt for this prospectus, this Offering may not continue without the consent of the securities authorities and those who have subscribed for the Units on or before such date.

(2) The Fund has granted the Agents an option (the “Over-Allotment Option”), exercisable for a period of 30 days following the closing of the Offering (the “Closing”), to purchase additional Units in an amount up to 15% of the aggregate number of Units issued at Closing on the same terms as set forth above. If the Over-Allotment Option is exercised in full, under the maximum Offering, the price to the public, the Agents’ fees and the net proceeds to the Fund before deducting the expenses of the Offering will be $402,500,000, $21,131,250 and $381,368,750, respectively. This prospectus also qualifies the grant of the Over-Allotment Option and the distribution of Units issuable on the exercise of the Over-Allotment Option. A purchaser who acquires Units forming part of the over-allocation position acquires those Units under this prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. See “Plan of Distribution”.

(3) Subject to a maximum of 1.5% of the gross proceeds of the Offering.

The net proceeds from the Offering (including any net proceeds from the exercise of the Over-Allotment Option), after payment of the Agents’ fees and the expenses, will be used by the Fund to invest in the Portfolio. See “Use of Proceeds”.

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Risk Factors: An investment in Units is subject to certain risk factors, including:

(a) no assurances that the Fund will be able to achieve its investment objectives;

(b) loss of investment;

(c) no guaranteed return;

(d) performance of the Portfolio;

(e) concentration risk;

(f) infrastructure industry risks;

(g) equity securities risks;

(h) credit risk;

(i) the effect of commodity price fluctuations;

(j) suspension of trading;

(k) use of leverage;

(l) market disruptions;

(m) global financial developments;

(n) reliance on the Manager and the Investment Manager;

(o) emerging markets risk;

(p) sensitivity to interest rates;

(q) liquidity of the Portfolio Securities;

(r) use of derivative instruments;

(s) use of options;

(t) short sales;

(u) counterparty risk;

(v) hedging instruments;

(w) over-the-counter transactions;

(x) trading price of Units;

(y) fluctuations in NAV;

(z) performance fees;

(aa) securities lending;

(bb) currency exposure;

(cc) redemptions;

(dd) status of the Fund;

(ee) potential conflicts of interest;

(ff) new project risk;

(gg) changes in legislation;

(hh) taxation matters affecting the Fund;

(ii) lack of operating history;

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(jj) Fund is not a trust company;

(kk) nature of Units; and

(ll) liability of Unitholders.

See “Risk Factors”.

INCOME TAX CONSIDERATIONS

A Unitholder who is resident in Canada for the purposes of the Tax Act will generally be required to include in computing income for a taxation year that part of the net income of the Fund, including net realized taxable capital gains, if any, that is paid or becomes payable to the Unitholder by the Fund in the year (whether in cash or in Units). To the extent that amounts payable to a Unitholder are designated by the Fund as the taxable portion of net realized capital gains, taxable dividends from taxable Canadian corporations or foreign source income, those amounts will retain their character and be treated as such in the hands of the Unitholder.

Where a Unitholder holds Units as capital property for the purposes of the Tax Act, distributions by the Fund to the Unitholder in excess of the Unitholder’s share of the Fund’s net income and net realized capital gains will generally not result in an income inclusion, but will reduce the adjusted cost base of the Unitholder’s Units. To the extent that the adjusted cost base of a Unit held as capital property would otherwise be less than zero, the Unitholder will be deemed to have realized a capital gain equal to such negative amount. A Unitholder who disposes of Units held as capital property (on a redemption or otherwise) will generally realize a capital gain (or capital loss) to the extent that the proceeds of disposition (which do not include any amount of capital gains made payable by the Fund to the Unitholder which represent capital gains realized by the Fund in connection with its disposition of securities in order to fund the redemption) exceed (or are less than) the aggregate adjusted cost base of the Units disposed of and any reasonable costs of disposition.

A Unitholder who realizes a capital gain or capital loss upon the disposition of Units in a taxation year of the Unitholder will be required to include in computing the Unitholder’s income for that year one-half of any such capital gain (a “taxable capital gain”) and will be required to deduct one-half of any such capital loss (an “allowable capital loss”) realized by the Unitholder in a taxation year of the Unitholder against taxable capital gains realized in the year of disposition. Subject to detailed rules in the Tax Act, allowable capital losses in excess of taxable capital gains in the year of disposition may be applied to reduce net taxable capital gains of the Unitholder in any of the three years preceding the year of disposition or in any year following the year of disposition.

Each investor should satisfy himself or herself as to the federal, provincial and other tax consequences of an investment in Units by obtaining advice from his or her tax advisor. See “Income Tax Considerations”.

ELIGIBILITY FOR INVESTMENT

In the opinion of Blake, Cassels & Graydon LLP, counsel to the Fund, and Osler, Hoskin & Harcourt LLP, counsel to the Agents, provided that the Fund qualifies as a “mutual fund trust” within the meaning of the Tax Act or the Units are listed on a “designated stock exchange” for purposes of the Tax Act (which currently includes the TSX), Units, if issued on the date hereof, would be qualified investments under the Tax Act for trusts governed by registered retirement savings plans, registered retirement income funds, registered disability savings plans, registered education savings plans, deferred profit sharing plans and tax-free savings accounts. Unitholders planning to hold their Units in a tax-free savings account, registered retirement savings plan or registered retirement income fund should consult their own tax advisor regarding whether the Units are “prohibited investments” for purposes of the Tax Act for such accounts. See “Income Tax Considerations”.

8

ORGANIZATION AND MANAGEMENT OF THE FUND

Management of the Fund Services Provided to the Fund

Municipality of Residence

Trustee, Manager and Promoter

Brookfield Investment Management (Canada) Inc. is the trustee, manager and promoter of the Fund. The Manager will perform the management functions, including day-to-day management.

See “Organization and Management Details of the Fund”.

Brookfield Place 181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3

Investment Manager Brookfield Investment Management Inc. is the investment manager of the Fund. The Investment Manager will provide investment advisory and portfolio management services to the Fund.

See “Organization and Management Details of the Fund – The Investment Manager”.

New York, New York

Custodian RBC Investor Services Trust will be appointed as custodian of the assets of the Fund and may employ sub-custodians as considered appropriate in the circumstances. The Manager reserves the right to appoint additional or replacement custodians from time to time in its sole discretion. See “Organization and Management Details of the Fund – Custodian”.

Toronto, Ontario

Registrar, Transfer and Distribution Agent

Valiant Trust Company will be appointed the registrar, transfer and distribution agent for the Units. See “Organization and Management Details of the Fund – Registrar and Transfer Agent”.

Toronto, Ontario

Auditor The auditor of the Fund is Deloitte LLP, Chartered Accountants. See “Organization and Management Details of the Fund – Auditor”.

Toronto, Ontario

AGENTS

RBC Dominion Securities Inc., CIBC World Markets Inc., Scotia Capital Inc., TD Securities Inc., BMO Nesbitt Burns Inc., National Bank Financial Inc., GMP Securities L.P., Raymond James Ltd., Canaccord Genuity Corp., Brookfield Financial Corp., Desjardins Securities Inc., Haywood Securities Inc., Macquarie Private Wealth Inc. and Manulife Securities Incorporated (collectively, the “Agents”) conditionally offer the Units, subject to prior sale, on a best efforts basis, if, as and when issued by the Fund and accepted by the Agents in accordance with the conditions contained in the Agency Agreement, and subject to the approval of certain legal matters by Blake, Cassels & Graydon LLP on behalf of the Fund and Osler, Hoskin & Harcourt LLP on behalf of the Agents. See “Plan of Distribution”.

The Fund has granted to the Agents the Over-Allotment Option, exercisable for a period of 30 days following the Closing, to purchase additional Units in an amount up to 15% of the aggregate number of Units issued at the Closing.

Agents’ Position Maximum Size Exercise Period Exercise Price

Over-Allocation Position 5,250,000 Units Within 30 days following

Closing $10.00 per Unit

SUMMARY OF FEES AND EXPENSES

The following table contains a summary of the fees and expenses payable or incurred by the Fund, which will therefore reduce the value of an investment in the Fund. For further particulars, see “Fees and Expenses”.

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Type of Fee Amount and Description

Fees payable to the Agents $0.525 per Unit.

Expenses of the Offering In addition to the Agents’ fees, the Fund will pay all of the expenses incurred in connection with the Offering, which are estimated to be $800,000, subject to a maximum of 1.5% of the gross proceeds of the Offering.

Management Fee paid by the Fund

An annual management fee (the “Management Fee”) equal to 1.25% per annum of the NAV of the Fund, calculated daily and payable monthly in arrears, plus applicable taxes, will be paid to the Manager. See “Fees and Expenses – Management Fee”.

Performance Fee The Manager will receive from the Fund, for each fiscal year of the Fund, a performance fee (the “Performance Fee”). The Performance Fee shall be calculated and accrued monthly and paid annually. The amount of the Performance Fee shall be determined as of December 31 of each year (the “Determination Date”) with respect to the Units then outstanding. The Performance Fee for a given year will be equal to 20% of the amount by which the sum of (i) the NAV per Unit (calculated without taking into account the Performance Fee) at the end of such year; plus (ii) distributions paid on such Units during such year, exceeds 106% of the Threshold Amount (the “Hurdle Rate”), plus applicable taxes. The Threshold Amount will be the greater of: (i) $10.00; and (ii) the NAV per Unit on the Determination Date in the last fiscal year in which a Performance Fee was paid (after payment of such Performance Fee).

Upon the redemption of Units, the Manager will also receive, if earned, a performance fee determined as though the redemption date of any Units so redeemed was, with respect to such Units only, the Determination Date. Any Performance Fee so determined, plus applicable taxes, shall be payable to the Manager on such date.

For the period from the Closing Date to December 31, 2013 and in respect of redemption of Units occurring during any year, the Hurdle Rate will be reduced proportionately to reflect the number of days remaining in the year from that date to December 31 of that year. In the event that after the Closing new Units are issued, the Hurdle Rate applicable to the Performance Fee payable with respect to those Units will be reduced proportionately to reflect the number of days remaining in that year and the Threshold Amount in respect of such Units for that year will be the greater of: (i) the NAV of the Units on their date of issue; and (ii) the then current Threshold Amount. See “Fees and Expenses – Performance Fee”.

Operating Expenses of the Fund

The Fund will pay for all ordinary expenses incurred in connection with its operation and administration. It is expected that the expenses for the Fund will include, without limitation: all costs of Portfolio transactions, management and performance fees payable to the Manager, the Custodian and other third party services providers, legal, accounting, audit and valuation fees and expenses, fees and expenses of the members of the IRC, expenses related to compliance with NI 81-107, fees and expenses relating to the voting of proxies by a third party, premiums for insurance coverage for the members of the IRC, costs of reporting to Unitholders, registrar, transfer and distribution agency costs, fees payable to the plan agent under the Fund’s distribution reinvestment plan for performing certain financial, record-keeping, Unitholder reporting and general administrative services and for acting as plan agent under the Fund’s distribution reinvestment plan, printing and mailing costs, listing fees and expenses and other administrative expenses and costs incurred in connection with the continuous public filing requirements, website maintenance costs, taxes, brokerage commissions, costs and expenses relating to the issue of Units, costs and expenses of preparing financial and other reports, costs and expenses arising as a result of complying with all applicable laws, regulations and policies, extraordinary expenses that the Fund may incur and all amounts paid on account of indebtedness. Such expenses will also include expenses of any action, suit or other proceedings in which or in relation to which the Manager, the Investment Manager, the Custodian, the IRC and/or any of their respective officers, directors, employees, consultants or agents is entitled to indemnity by the Fund. See “Fees and Expenses – Operating Expenses of the Fund”.

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GLOSSARY OF TERMS

In this prospectus, the following terms shall have the meanings set forth below, unless otherwise indicated.

“affiliate” has the meaning ascribed thereto in the Business Corporations Act (Ontario).

“Agency Agreement” means the agency agreement dated as of June 24, 2013 among the Fund, the Manager, the Investment Manager and the Agents.

“Agents” means, collectively, RBC Dominion Securities Inc., CIBC World Markets Inc., Scotia Capital Inc., TD Securities Inc., BMO Nesbitt Burns Inc., National Bank Financial Inc., GMP Securities L.P., Raymond James Ltd., Canaccord Genuity Corp., Brookfield Financial Corp., Desjardins Securities Inc., Haywood Securities Inc., Macquarie Private Wealth Inc. and Manulife Securities Incorporated.

“Annual Redemption Condition” means where the simple average of the Net Asset Values of the Units (adjusted to include all distributions paid on such Units above $0.60 per Unit per annum and amounts above the pro rata equivalent for any partial years prior to such date) on each Business Day occurring in the month of August preceding the Annual Redemption Date is less than $10.00.

“Annual Redemption Date” means the last Business Day of September for each year commencing in 2015.

“BAM” means Brookfield Asset Management Inc.

“BIM” means Brookfield Investment Management Inc.

“BIM Canada” means Brookfield Investment Management (Canada) Inc.

“Brookfield” means, collectively, BIM Canada, BIM and BAM.

“Business Day” means any day on which the TSX is open for business.

“Capital Gains Refund” has the meaning ascribed thereto under “Income Tax Considerations – Taxation of the Fund”.

“CDS” means CDS Clearing and Depository Services Inc.

“CDS Participant” means a participant in CDS.

“Closing” means the closing of the Offering on the Closing Date.

“Closing Date” means the date of the Closing, which is expected to be on or about July 18, 2013, or such later date as the Fund and the Agents may agree, but in any event not later August 20, 2013.

“Closing Market Price” means, on a particular date: (i) an amount equal to the closing price of the Units on the principal exchange or market on which the Units are quoted for trading if there was a trade on such date and the exchange or market provides a closing price; (ii) an amount equal to the weighted average of the highest and lowest prices of the Units if there was trading on such date on the principal exchange or market on which Units are quoted for trading and the exchange or market provides only the highest and lowest trading prices of the Units traded on such date; or (iii) the weighted average of the last bid and last asking prices if there was no trading on that date.

“CRA” means the Canada Revenue Agency.

“Custodian” means RBC Investor Services Trust, the custodian of the assets of the Fund, and its successors or assigns.

“Custodian Agreement” means the custodian agreement dated as of the Closing Date between the Fund and the Custodian as it may be amended from time to time.

“Declaration of Trust” means the declaration of trust of the Fund dated June 24, 2013 establishing the Fund under the laws of the Province of Ontario.

“Distribution Payment Date” means a Business Day designated by the Manager that will be no later than 15th Business Day of the month following the relevant Distribution Record Date.

“Distribution Record Date” means the last Business Day of each of March, June, September and December.

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“Extraordinary Resolution” means a resolution passed by the affirmative vote of at least 66 2/3% of the votes cast either in person or by proxy, at a meeting of Unitholders called for the purpose of considering such resolution or in writing pursuant to the Declaration of Trust.

“Fund” means Brookfield Global Infrastructure Securities Income Fund, a trust established under the laws of the Province of Ontario pursuant to the Declaration of Trust.

“INF” means Brookfield Global Listed Infrastructure Income Fund Inc.

“Investment Manager” means Brookfield Investment Management Inc. in its capacity as the registered portfolio manager of the Fund.

“Investment Management Agreement” means the investment management agreement dated on or before the Closing Date between the Manager and the Investment Manager, as it may be amended from time to time.

“IRC” means the independent review committee of the Fund.

“Leverage Threshold” has the meaning ascribed thereto under “Investment Strategies – Leverage”.

“Management Fee” has the meaning ascribed thereto under “Fees and Expenses – Management Fee”.

“Manager” means Brookfield Investment Management (Canada) Inc., in its capacity as the registered investment fund manager of the Fund.

“March 2013 Proposals” has the meaning ascribed thereto under “Income Tax Considerations”.

“Market Price” has the meaning ascribed thereto under “Distribution Policy – Distribution Reinvestment Plan”.

“minimum distribution requirements” has the meaning ascribed thereto under “Income Tax Considerations – Status of the Fund”.

“MLPs” means master limited partnerships.

“Monthly Redemption Date” means the second last Business Day of each month other than the month of the Annual Redemption Date (if available).

“Net Asset Value of the Fund” or “NAV of the Fund” on a particular date will be equal to (i) the aggregate fair value of the assets of the Fund, less (ii) the aggregate fair value of the liabilities of the Fund.

“Net Asset Value per Unit” or “NAV per Unit” means the Net Asset Value of the Fund divided by the number of Units then outstanding.

“NI 81-102” means National Instrument 81-102 Mutual Funds of the Canadian Securities Administrators, as it may be amended from time to time.

“NI 81-106” means National Instrument 81-106 Investment Fund Continuous Disclosure of the Canadian Securities Administrators, as it may be amended from time to time.

“NI 81-107” means National Instrument 81-107 Independent Review Committee for Investment Funds of the Canadian Securities Administrators, as it may be amended from time to time.

“non-residents” has the meaning ascribed thereto under “Unitholder Matters”.

“Offering” means the offering of a minimum of 10,000,000 Units and a maximum of 35,000,000 Units at a price of $10.00 per Unit, as contemplated in this prospectus.

“plan trust” has the meaning ascribed thereto under “Income Tax Considerations – Status of the Fund”.

“Performance Fee” has the meaning ascribed thereto under “Fees and Expenses – Performance Fee”.

“Plan Agent” has the meaning ascribed thereto under “Distribution Policy – Distribution Reinvestment Plan”.

“Plan Participant” has the meaning ascribed thereto under “Distribution Policy – Distribution Reinvestment Plan”.

“Portfolio” has the meaning ascribed thereto under “Investment Objectives”.

“Portfolio Securities” means the securities held in the Portfolio.

“Redemption Notice” has the meaning ascribed thereto under “Attributes of the Securities – Registration and Redemption of Units”.

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“Redemption Payment Date” means the Business Day that is on or before the 15th Business Day in the month following a Monthly Redemption Date or Annual Redemption Date.

“Reinvestment Plan” has the meaning ascribed thereto under “Distribution Policy – Distribution Reinvestment Plan”.

“Reinvestment Plan Services Agreement” has the meaning ascribed thereto under “Distribution Policy – Distribution Reinvestment Plan”.

“Securities Act” means Securities Act (Ontario), R.S.O. 1990, c. S.5, as it may be amended from time to time.

“SIFT Rules” means the provisions of the Tax Act providing for a tax on certain income earned by a “SIFT partnership” or distributed by a “SIFT trust”, as those terms are defined in the Tax Act.

“taxable capital gain” has the meaning ascribed thereto under “Income Tax Considerations – Taxation of the Fund”.

“Tax Act” means the Income Tax Act (Canada) and the regulations thereunder, as they may be amended from time to time.

“Tax Proposals” has the meaning ascribed thereto under “Income Tax Considerations”.

“Total Assets” means the aggregate fair value of the assets of the Fund as determined in accordance with the terms of the declaration of trust of the Fund.

“Trustee” means Brookfield Investment Management (Canada) Inc., in its capacity as trustee of the Fund.

“TSX” means the Toronto Stock Exchange.

“Unit” means a transferrable trust unit of the Fund.

“Unitholder” means, unless the context requires otherwise, a holder of a Unit.

“US” means the United States of America.

“US$” means US dollars.

“Valuation Date” has the meaning ascribed thereto under “Calculation of Net Asset Value”.

“$” means Canadian dollars unless otherwise indicated.

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FORWARD LOOKING STATEMENTS

Certain statements included in this prospectus constitute forward looking statements. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as “expects”, “anticipates”, “plans”, “believes”, “estimates”, “intends”, “targets”, “projects”, “forecasts” or negative versions thereof and other similar expressions, or future or conditional verbs such as “may”, “will”, “should”, “would” and “could”, and similar expressions to the extent they relate to the Manager, the Investment Manager or the Fund. The forward looking statements are not historical facts but reflect the current expectations regarding future results or events including results of the Fund. These forward looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including but not limited to, the matters discussed under “Risk Factors” and in other sections of this prospectus.

These and other factors should be considered carefully and readers should not place undue reliance on the Fund’s forward-looking statements. The Fund, the Manager and the Investment Manager do not undertake to update any forward-looking statement that is contained in this prospectus.

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OVERVIEW OF THE LEGAL STRUCTURE OF THE FUND

Brookfield Global Infrastructure Securities Income Fund (the “Fund”) is a closed-end investment fund established under the laws of the Province of Ontario pursuant to the Declaration of Trust dated June 24, 2013. Brookfield Investment Management (Canada) Inc. (the “Manager” or “BIM Canada”), a wholly-owned subsidiary of Brookfield Asset Management Inc. (“BAM”), will be the trustee and manager of the Fund. The principal office of the Fund, the Manager and the Trustee is located at Brookfield Place, 181 Bay Street, Suite 300, Toronto, Ontario, M5J 2T3.

The Fund is not a “mutual fund” as defined under Canadian securities laws and, accordingly, the Fund is not subject to the Canadian policies and regulations that apply to mutual funds. As a result, some of the protections provided to investors in mutual funds under such laws will not be available to investors in the Units.

INVESTMENT OBJECTIVES

The investment objectives of the Fund are to:

(i) provide holders of units (“Units”) of the Fund (“Unitholders”) with quarterly cash distributions;

(ii) maximize total return for Unitholders through distributions and capital appreciation; and

(iii) preserve capital.

The Fund will invest in a portfolio comprised primarily of equity securities of publicly-traded global infrastructure companies that own and operate infrastructure assets (the “Portfolio”). The Portfolio will be actively managed by Brookfield Investment Management Inc. (the “Investment Manager” or “BIM”). BIM Canada, BIM and BAM are collectively referred to as “Brookfield”.

INVESTMENT STRATEGIES

The Investment Manager will seek to achieve the investment objectives of the Fund by investing primarily in equity securities of publicly-traded global infrastructure companies. The Investment Manager defines an infrastructure company as any company that derives at least 50% of its revenue or profits from the ownership or operation of infrastructure assets which include physical structures, networks and systems for transportation, energy, water and sewage and communication. In the Investment Manager’s view, infrastructure assets generally offer stable, long-term underlying cash flows, above-average and sustainable yields, and provide an element of long-term inflation protection.

The Investment Manager believes that the inherent nature of infrastructure assets, incorporating predictable and stable long-term cash flows, offers the potential for strong risk adjusted investment returns. See charts entitled “Historical Global Infrastructure Securities Yields versus U.S. Treasury Notes”, “Historical Dividend Growth” and “Historical Total Returns” under “Overview of the Sector that the Fund Invests In - Key Infrastructure Characteristics”.

The Investment Manager believes that the Fund will provide investors with an opportunity to:

(i) access the global investment platform and infrastructure expertise of Brookfield and its affiliates;

(ii) access the rapidly growing infrastructure asset class, which incorporates a global universe of companies that own and operate infrastructure assets across developed countries and emerging markets; and

(iii) invest in a portfolio of investments that will focus on global infrastructure companies that the Investment Manager believes will have long-term, predictable, stable cash flows and offer above-average risk-adjusted returns.

The Investment Manager employs a value-based stock selection methodology with an emphasis on fundamental, bottom-up stock selection.

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The Investment Manager will focus on the free cash flow generation of infrastructure companies with an emphasis on primary research including asset inspections, site visits, management meetings, financial modeling and sensitivity analysis. Investment decisions will be made based on total return expectations. The Fund will generally invest in four main infrastructure sectors:

1) Transportation;

2) Energy;

3) Communications; and

4) Water.

Diversification across global regions, including exposure to higher-growth emerging markets, will also be factored into portfolio construction. This approach is founded on fundamental proprietary research and analysis utilizing the shared knowledge across Brookfield’s broader organization.

The Investment Manager’s infrastructure investment team (the “Investment Team”) is a highly experienced team dedicated to infrastructure securities investing. The Investment Team is led by Co-Chief Investment Officer and portfolio manager, Craig Noble as well as portfolio manager Sam Arnold and is centrally located in Chicago. The portfolio managers have deep operational and direct experience investing in infrastructure assets and will be supported by a team of investment professionals with extensive investment experience. In addition, the Investment Team will be supplemented by the broader infrastructure investment platform of Brookfield and its affiliates. The Investment Team will access Brookfield’s expertise as an owner/operator of companies and assets in order to refine its understanding of industry conditions and business dynamics.

The Fund may use derivatives for a variety of purposes, including but not limited to (i) for purposes of hedging (as defined in NI 81-102) and (ii) as a substitute for purchasing or selling securities.

To generate realized gains or reduce the Fund’s ownership of certain securities, the Fund may from time to time write covered call options on up to 15% of the Total Assets as selected by the Investment Manager from time to time. The Investment Manager may also short securities from time to time. Short exposure in the Portfolio, other than for purposes of hedging (as defined in NI 81-102), will not exceed 10% of the Total Assets determined on a daily marked-to-market basis.

The Fund may invest in infrastructure companies organized as master limited partnerships (“MLPs”) and, to a lesser extent, fixed income securities of infrastructure companies.

Investment Process

The overall objective of the investment approach is to invest in strong, stable assets, owned and managed by strong management teams with an appropriate capital structure, and at an attractive price. The Investment Manager employs a fundamental bottom-up research and stock selection approach complemented by a top-down overlay, illustrated in the chart below.

16

Inve

stm

ent

Un

iver

seQuantitativeScreening

Fundamental Analysis

Investment Themes

Portfolio Construction

Proprietary Analytical

Framework (“Skyway”)

Key Screening Factors

• Asset level analysis

• Company level analysis

• Valuation analysis

• Desktop analysis

‒ Cash flow projections

‒ Balance sheet

assessment

‒ Valuation

• On-site due diligence

‒ Asset visits

‒ Management meetings

‒ Regulatory due diligence

• Broader Brookfield platform

− Leverage investment team

experience and expertise

• Economic outlook

• Industry fundamentals

• Geographic fundamentals

• Thematic views

• Investment themes and

outlook integrated into

bottom-up fundamental

analysis

• Ensure investment themes

and relative valuation

opportunities appropriately

expressed in portfolio

‒ Economic exposures

‒ Industry exposures

‒ Geographic exposures

‒ Currency exposures

‒ Diversification effects

The investment approach summarized above involves the following four main components:

I. Quantitative Screening:

The universe of potential investments, which consists of approximately 260 companies, is analyzed through the Investment Manager’s proprietary quantitative screening model, which is the Skyway Global Infrastructure Analytical Framework (“Skyway”). Skyway consists of quantitative and qualitative factors which result in a ranking of the investment universe.

The model framework encompasses three types of analysis:

1. Asset level analysis: The asset level analysis is a bottom-up fundamental analysis of the underlying assets, including asset tours, interviews of asset-level management, financial modeling of projected cash flows, analysis of demographic trends in the asset’s geographic area, barriers to entry, pricing power, regulation, government policies, cost structure, and capital structure. The analysis focuses on the drivers of cash flow and the sustainability and growth of those cash flows over the long-term.

2. Company level analysis: The company level analysis focuses on the publicly-listed company in which the Fund would invest, which often encompasses a portfolio of infrastructure assets across several geographies and infrastructure sectors. The company level analysis brings together the due diligence performed on the underlying assets and, importantly, focuses on critical issues such as:

- Capital structure, including debt profiles and management’s philosophy regarding debt financing; - Management strength and track record of generating shareholder value; - Dividend distribution policy; - Strategy regarding asset acquisitions and divestitures; and - Corporate governance, particularly with externally managed structures.

3. Valuation: The valuation analysis seeks to determine an appropriate price and total return expectation, given the risk profile. Valuation techniques focus on long-term free cash flow generation, including the growth profile and risks related to those cash flows. The Investment Manager will also employ valuation multiples such as EV/EBITDA (Enterprise Value / Earnings Before Interest, Taxes and Depreciation and Amortization), P/E (Price to Earnings), P/Book (Price to Book Value), and growth rates.

The three categories of Skyway inputs generate an output that assists the Investment Team in prioritizing investment opportunities and identifying valuation outliers within the universe.

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II. Fundamental Analysis

The Investment Manager’s research capabilities represent a differentiating point. The Investment Manager will focus on free cash flow generation with an emphasis on primary/internal research including asset inspections, site visits, management meetings, financial modeling and sensitivity analysis. The majority of the Investment Team’s time is focused on this aspect of the due diligence, and the majority of the value is added at this stage.

In this component, the Investment Team will focus on three categories:

1. Fundamental analysis:

- Focus on cash flow generation; - Extensive financial modeling and sensitivity analysis, incorporating macro themes and outlook; - Work with specialized consultants; and - Valuation with a long-term investment outlook.

2. On-site due diligence:

- Extensive meeting and asset inspection program; - Due diligence from operational perspective; and - Meeting with mid-level management, as well as senior management.

3. Accessing the broader infrastructure investment platform of Brookfield and its affiliates:

- Investment platform owns and operates approximately US$48 billion of infrastructure and renewable power assets globally across key sectors as of March 31, 2013;

- Situation-specific collaboration; and - Allows for due diligence from operational perspective, allowing for long-term outlook.

III Investment Themes

Investment decisions will be driven by the bottom-up fundamental analysis. Simultaneously, the Investment Manager’s macroeconomic views regarding specific infrastructure sectors and regions also influence portfolio construction. Key macroeconomic themes that influence portfolio construction include:

- Economic growth projections in various regions; - Inflation expectations; - Credit environment; - Outlook for developed versus emerging markets; - Bias for yield versus growth; and - Degree of defensive positioning.

IV Portfolio Construction

The portfolio managers form part of a wider and collaborative group of specialist infrastructure investment professionals, all of whom have input into the overall decision-making process. Portfolio construction will be conducted by the two portfolio managers and is formally reviewed weekly. However, the portfolio managers make changes more frequently when required as new ideas are constantly evaluated, and fluctuations in prices may impact investment decisions. A committee comprised of the Investment Manager’s senior executives formally reviews the portfolio construction and performance of the infrastructure team quarterly, but is informally involved more frequently. Additionally, the portfolio management and risk management processes are enhanced by several regular meetings among portfolio managers, analysts and senior executives. These meetings address various aspects of portfolio construction and risk management.

The ultimate responsibility of determining which securities will be included in the Portfolio rests with the portfolio managers.

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Risk Management

To monitor Portfolio risk, the Investment Team will use a proprietary risk monitoring system as well as a third party risk analysis software system. Together these risk management tools create a risk report that captures real time exposures, providing the portfolio managers, Co-Chief Investment Officers and the Investment Committee a thorough view of the Fund’s risks by position as well as on a portfolio basis. Metrics captured by these tools include:

- Portfolio concentration measurements; - Regional, sector, and currency exposures; - Macro stress test scenarios; - Correlation, beta, and volatility metrics; and - Value at risk metrics.

These risk management tools use real time data and are reviewed regularly by the Investment Team and the Investment Committee.

The Investment Committee is responsible for overseeing levels of risk in portfolios as well as helping to set firm-wide investment themes and economic and interest rate outlooks. Kim Redding, the Co-Chief Investment Officer and Chief Executive Officer of the Investment Manager, chairs the Investment Committee meetings held for the Investment Manager’s various strategies. These meetings include reviewing how portfolios are positioned and highlighting risk exposures. It can also include, when needed, questioning the portfolio positions and making risk management recommendations. The Investment Manager’s portfolio managers have a formal meeting with the Investment Committee on a regular basis. This approach is a collaborative process through which the Investment Team makes asset allocation and risk management decisions. In this context, the portfolio managers implement investment strategy within the guidelines of the Fund.

Use of Derivatives

The Fund may invest in or use derivative instruments, other than commodity derivatives, for hedging purposes consistent with its investment objectives and investment strategies, including as a hedge against adverse changes in the market price of securities, interest rate or currency exchange rates. For example, the Fund may use derivatives, including foreign exchange hedges, with the intention of offsetting or reducing risks associated with an investment or group of investments. No assurance can be given that the Fund will be hedged from any particular risk from time to time. The Fund may also use derivatives for a variety of other purposes, including but not limited to (i) for purposes of hedging (as defined in NI 81-102) and (ii) as a substitute for purchasing or selling securities.

Foreign Currency Hedging

The Portfolio will be exposed to foreign currency. From time to time, between 0% and 100% of the value of the Portfolio’s non-Canadian currency exposure may be hedged back to the Canadian dollar. The Investment Manager initially does not intend to hedge the value of the Portfolio’s non-Canadian currency back to the Canadian dollar. It is not intended that the distributions on the Portfolio Securities will be hedged.

Leverage

The Fund may utilize various forms of leverage including borrowings under loan facilities and margin purchases. The Fund may also utilize leverage obtained through shorting and through notional exposure under derivatives provided that aggregate exposure obtained through shorting and derivatives based on the market value of the notional exposure determined on a daily basis and borrowings determined at the time of borrowing shall not exceed 33% of Total Assets (the “Leverage Threshold”). Derivatives and shorting used solely for purposes of hedging (as defined in NI 81-102) will not be included in the Leverage Threshold calculation. If at any time leverage exceeds the Leverage Threshold, the Investment Manager will, as soon as practicable thereafter, cause the leverage to be reduced below such threshold. Accordingly, at the time such leverage is incurred, the maximum amount of leverage that the Fund could employ is 1.50:1 (total long positions (including leveraged positions) divided by the net assets of the Fund). Initially, the Fund is expected to employ leverage of approximately 27% of Total Assets.

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Covered Option Writing

The Investment Manager may sell call options on securities comprising not more than 15% of the Total Assets determined at the time such options are written to generate additional income and/or to provide downside protection. Because call options will be written only in respect of securities that are in the Portfolio, the call options will be covered at all times.

The holder of a call option purchased from the Fund will have the option, exercisable during a specific time period or at expiry, to purchase the securities underlying the option from the Fund at the strike price per security. By selling call options, the Fund will receive option premiums, which are generally paid within one business day of the writing of the option. If at any time during the term of a call option or at expiry, the market price of the underlying securities is above the strike price, the holder of the option may exercise the option and the Fund would be obligated to sell the securities to the holder at the strike price per security. Alternatively, the Fund may repurchase a call option it has written that is “in-the-money” by paying the market value of the call option. If, however, the option is “out-of-the-money” at expiration of the call option, the holder of the option will likely not exercise the option, the option will expire and the Fund will retain the underlying security. In each case, the Fund will retain the option premium. Initially, the Fund does not intend to write call options.

Short Selling

The Investment Manager may also short securities from time to time. Short exposure in the Portfolio, for purposes other than hedging (as defined in NI 81-102), will not exceed 10% of the Total Assets determined on a daily marked-to-market basis.

A short sale is effected by selling a security which the Fund does not own. In order to make delivery to the buyer of a security sold short, the Fund must borrow the security. In so doing, it incurs the obligation to replace that security, whatever its price may be, at the time it is required to deliver it to the lender. The Fund must also pay to the lender of the security any dividends or interest payable on the security during the borrowing period and may have to pay a premium to borrow the security.

Brookfield Global Listed Infrastructure Income Fund Inc.

In managing the Portfolio, the Investment Manager will employ substantially the same investment strategy as it employs in managing the Brookfield Global Listed Infrastructure Income Fund Inc. (“INF”), a fund listed and traded on the New York Stock Exchange and advised by the Investment Manager since inception in August, 2011. INF is the only fund advised by the Investment Manager that has investment objectives and strategies which are substantially similar to those of the Fund.

The annualized compound return (net of fees) for INF’s net asset value for the one-year period ended March 31, 2013 and since its inception on August 26, 2011 to March 31, 2013 is 18.20% and 21.39%, respectively. Performance for the given periods is calculated net of management fees and all other expenses and adjusted for the effect of distributions (with all distributions reinvested), and repurchases of units, as applicable.

This information is historical and is not intended to be, nor should it be construed to be, a forecast or indication as to the future performance of the Fund. This information is provided for illustrative purposes only. There can be no assurance that the performance of the Fund will equal or exceed the performance of INF. While the Investment Manager will employ substantially the same investment strategy with respect to the Portfolio as it employs in managing INF, the investments in the Portfolio and of INF will not be identical and may differ significantly from time to time. Past performance does not guarantee future results.

OVERVIEW OF THE SECTOR THAT THE FUND INVESTS IN

Investor interest in infrastructure has increased dramatically in recent years due to a combination of global population growth, much-needed spending on infrastructure and a deficiency in government budgets. Global infrastructure securities are now attracting the attention of institutional investors around the world, as they represent a unique equity market opportunity to invest in an important and growing asset class. These securities include

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issuers that own and operate long-lived assets that provide essential services, such as electricity transmission lines, oil and gas pipelines, airports, and toll roads. These issuers are typically structured in a manner intended to generate inflation-linked revenues and stable, long-term cash flows, creating the potential for payment of attractive and growing dividend streams.

The Investment Manager believes institutional investment in the infrastructure asset class is poised to increase in coming years, driven by the global need for new infrastructure spending and the significant financial resources required to fund this need and that these securities offer the opportunity to participate in this growth, through a liquid and well-diversified investment universe. Additionally, in recent years, global infrastructure securities have consistently generated attractive nominal and relative returns when compared with the broad equity and fixed income markets. Combined with lower volatility than global equity securities generally, over this same time period, global infrastructure securities have provided stronger relative returns while offering a lower risk profile than global equity securities generally.

In defining global infrastructure securities as an asset class, the Investment Manager has sought to capture several key characteristics – a focus on asset ownership and cash flow streams that are stable and of long-duration. This definition of infrastructure focuses on asset-rich companies that provide essential services, benefit from high barriers to entry, and generate predictable cash flows over the long term.

The pursuit of these attributes has led to the development of a global infrastructure securities universe, comprising 260 companies with a total market capitalization of approximately US$1.5 trillion as of December 31, 2012. Within this universe, companies can be classified within four main categories: Transportation, Energy, Communication and Water.

Transportation

The Transportation subsector includes airports, bridges, toll roads, tunnels, seaports, and railroads. Transportation assets are generally owned in free-hold ownership or are privatized via concession agreements, which are granted by a government body and which set parameters for the operation of the asset, such as:

‒ concession length, which is often in the range of 30 to 99 years, and in some cases indefinite; ‒ price increase mechanisms, which are generally tied to inflation rates; and ‒ future capital expenditures required to maintain good operating performance.

Energy

The Energy subsector encompasses electricity transmission and distribution networks, oil and gas pipelines and storage, and electricity generation. Energy infrastructure companies generally have free-hold ownership of assets, resulting in indefinite cash flow streams. Many assets have long-term contracts with energy exploration and production companies, which source the commodities, and utilities, which consume the commodities. These contractual commitments provide attractive cash flow stability.

Communication

The Communication subsector includes broadcast satellites and wireless communication towers, which are well-established across developed nations and are growing in other areas of the world as well. The technology risk of the subsector is generally retained by the tenant, as the communication infrastructure company acts as a landlord, leasing space on a tower or satellite. This infrastructure benefits from high barriers to entry and strong pricing power, as tenants rely on the assets to operate their core businesses.

Water

Water companies own and operate water treatment facilities, pipelines, and wastewater treatment facilities. The two main segments within the water sector are United States water companies and United Kingdom water companies, with a third segment in emerging markets such as China and Brazil.

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The charts below set out the global infrastructure securities allocation by region and sub-sector as at March 31, 2013.

Key Infrastructure Characteristics

Estimates indicate a US$25 trillion gap in government infrastructure spending over the next 25 years, creating a significant opportunity for investment. As this relatively new asset class gains momentum and governments around the world prepare to begin important infrastructure programs, private sector involvement is likely to rise even further over the next decade. Institutional investors in the US and abroad are recognizing this potential. Non-US investors in Australia, Europe, and Canada have adopted the asset class over the last 10 years and today the attractive profile of infrastructure investment is also gaining the attention of US institutions for the reasons set out below:

Large, long-term assets providing essential services

Infrastructure assets serve as the foundation for basic, irreplaceable public services, which are necessary to support economic and social activity.

Relatively steady cash flows with a strong yield component

Infrastructure assets are long-lived. The regulatory contracts or concessions underlying these assets often last 30 to 99 years, with pricing provisions that ensure a predictable return over time. As a result, infrastructure assets generate consistent, stable cash flow streams with lower volatility than other traditional asset classes.

Limited or no competition and high barriers to entry

Due to significant economies of scale, infrastructure assets are often regulated in such a way that discourages competition, such as with toll roads or airports. The high barriers to entry often result in a monopoly for existing owners and operators.

High operating margins and low maintenance capital expenditures

Infrastructure assets are generally highly capital-intensive but require modest ongoing operational and maintenance expense. This translates into high operating margins once operations commence and enhances the ability to support corporate debt commitments and make equity distributions.

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Inflation-correlated revenues

Revenues from infrastructure assets are typically linked to inflation and are often supported by regulation. In certain instances, revenue increases linked to inflation are embedded in concession agreements, licenses and regulatory frameworks. In other cases, owners of infrastructure assets are able to pass inflation on to consumers via price increases, due to the essential nature of the assets and their inelastic demand.

Significant, large-scale trends are anticipated to spur infrastructure spending worldwide and drive infrastructure returns for decades to come. These trends include:

‒ Global population growth, which is creating demand for new infrastructure; ‒ Existing infrastructure around the world, much of it built over 50 years ago, is in need of refurbishment or

replacement; ‒ Growth in emerging markets, where new infrastructure development is required; and ‒ A shortage of capital due to strained government budgets, the traditional source of funding.

Depending on an investor’s needs surrounding liquidity, investment horizon and capacity, there are a number of options for participating in the infrastructure asset class, including global infrastructure securities. The addition of global infrastructure securities to an existing investment portfolio can provide several important and unique benefits.

Hard asset investing with daily liquidity and investment scalability

Global infrastructure securities offer investment in the same cash flows and assets as direct infrastructure opportunities.

Potential for cash flow stability with predictable growth, frequently linked to inflation

Comparing global infrastructure securities with the broader equities market shows cash flow growth exhibits greater stability over time and continues to be robust in the current investment environment. Since 2003, annual cash flow growth for global infrastructure securities in the Dow Jones Brookfield Global Infrastructure Index has been consistently positive, ranging from 3% to 14%.

Source: FactSet, S&P Dow Jones Indices and MSCI Indices.

Relatively attractive dividend yield

Supported by relatively steady and predictable cash flows, global infrastructure securities offer attractive current income streams. The average dividend yield of the asset class has historically surpassed that offered by many other equity securities and currently exceeds yield offered by many fixed income securities.

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Source: Bloomberg and S&P Dow Jones Indices. As of March 31, 2013.

The chart below illustrates the historical dividend growth for the Dow Jones Brookfield Global Infrastructure Index for the ten year period from December 31, 2002 to December 31, 2012.

Source: FactSet and S&P Dow Jones Indices.

Attractive relative and risk-adjusted performance

As evidenced by the chart below, over the ten years ended March 31, 2013, global infrastructure securities have produced strong nominal and relative returns, outperforming both the equity and bond markets generally.

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Historical Total Returns

20.3%

17.7%

9.9%

15.8%

12.5%

9.1%

2.8%

9.5%

1.2%

4.5%3.7%

5.5%

0%

5%

10%

15%

20%

25%

1-Year 3-Year (Annualized) 5-Year (Annualized) 10-Year (Annualized)

Source: Barclays Capital Inc., Bloomberg and S&P Dow Jones Indices. As of March 31, 2013.

As evidenced by the chart below, over the last ten years, global infrastructure securities have also consistently outperformed global equity markets generally over every rolling 36 month period.

Global Infrastructure Securities Index Less Global Equities Index Annualized Rolling Three Year Returns

0%

1%

2%

3%

4%

5%

6%

7%

8%

9%

10%

11%

12%

Global Infrastructure Securities Index: Dow Jones Brookfield Global Infrastructure Composite Index Global Equities Index: MSCI World Index

Source: Bloomberg and S&P Dow Jones Indices. As of March 31, 2013.

Global Infrastructure: Dow Jones Brookfield Global Infrastructure Composite Index

Global Equities: MSCI World Index

Global Bonds: Barclays Capital Global Aggregate Index

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This relative outperformance becomes even more compelling when viewed on a risk-adjusted basis, as the volatility of returns generated by global infrastructure securities has historically been lower than that of broader equity markets. As a result, generally global infrastructure securities have provided stronger relative returns while offering a lower risk profile to investors over the last ten years than the broader equity markets.

10-Year Risk Reward Analysis

Global Inf rastructure Securities

Global Equities

Global Bonds

U.S. Equities

4%

5%

6%

7%

8%

9%

10%

11%

12%

13%

14%

15%

16%

17%

5% 6% 7% 8% 9% 10% 11% 12% 13% 14% 15% 16% 17% 18%

10-Y

ear

Ret

urn

Ann

ualiz

ed (

%)

10-Year Standard Deviation Annualized (%)

Sources: Barclays Capital Inc., Bloomberg and S&P Dow Jones Indices. As of March 31, 2013.

Portfolio diversification

The infrastructure securities investment universe provides access to a global opportunity set across multiple asset types. Given the liquidity of the public market, diversification of each of geography, currency, and asset exposure can be readily achieved and easily rebalanced. Additionally, although correlations are higher than in previous years, global infrastructure securities still demonstrate a relatively low correlation to traditional asset classes, including equities and bonds. The addition of infrastructure investments can therefore enhance the risk-adjusted performance of a balanced portfolio.

Active management

Given the relatively young age of the global infrastructure securities asset class, the Investment Manager believes that inefficiencies in the market continue to exist and that active portfolio management by an experienced investment manager provides the opportunity to exploit these inefficiencies and capitalize upon temporary market dislocation.

Master Limited Partnerships

The Fund may also invest, directly or indirectly, up to 25% of the Total Assets in infrastructure companies organized as MLPs in the US.

MLPs are publicly traded limited partnerships or limited liability companies primarily engaged in the midstream portion of the energy chain. While the MLP structure has been in existence for approximately 30 years, it has gained more attention recently due to the proliferation of energy MLPs in the last 10 years, the strong demand for energy infrastructure in the United States and the sector’s track record of strong returns for investors.

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MLPs in the energy sector are primarily engaged in the transportation, storage, processing, refining, marketing, exploration, production and mining of minerals and other natural resources. Their interests, or units, trade on public securities exchanges like the shares of a corporation, but can avoid the entity-level US taxation generally applicable to publicly-traded entities if they comply with certain requirements, such as deriving at least 90% of their annual gross income from certain passive sources.

MLPs as an asset class originated in the 1980s through laws passed by US Congress designed to encourage investment in energy and natural resources. The limited partnership or limited liability company structure used by MLPs results in tax efficiencies by avoiding US corporate income tax, allowing deductions to be passed through to investors, (particularly the non-cash deductions prevalent in the energy industry) and allowing the US tax depreciation allocable to investors to be based on the fair market value of the assets contributed by a MLP’s sponsors. Since MLPs are structured as limited partnerships or limited liability companies, they do not pay US federal corporate income taxes. Taxes are paid only by the partners in the MLP, thus avoiding the double taxation faced by investors in corporations though US state and local taxes may apply.

The majority of MLPs operate in the energy infrastructure industry, which provide stable income streams, although recent offerings have included companies operating in a variety of different industries. The performance of companies in the energy infrastructure industry is not highly correlated with the price of oil and other types of energy, but rather with the demand for energy. The long-term demand for energy has been generally less volatile than short-term commodity energy prices and has increased steadily over time, resulting in predictable cash flows for companies in these industries. This asset class has grown rapidly in recent years, with the number of listed energy MLPs approximately tripling since 2000, with the current size of the US MLP market being over US$300 billion.

In order to avoid being taxed as a corporation in the US despite the partnership structure, MLPs must comply with several strict requirements, including the 90% passive income requirement. In addition, if an MLP does not pay minimum quarterly distributions to limited partners, its trading price would likely be significantly adversely affected. Accordingly, the Investment Manager believes that the expected distributions from MLPs make MLPs an attractive asset class for investors seeking yield. The Manager is also of the view that these stable and consistent yields have traditionally been higher on MLPs than generally those on common stocks, while the returns have low correlations with stocks and bonds, an advantage in portfolio diversification.

Fixed Income Securities

In addition, the Fund may also invest not more than 20% of the Total Assets in fixed income securities such as bonds, debentures, notes, short-term discounted treasury bills or certain securities of government sponsored instrumentalities, as well as affiliated or unaffiliated money market mutual funds that invest in those securities. Fixed income securities obligate the issuer to pay to the holder of the security a specified return, which may be either fixed or reset periodically in accordance with the terms of the security. Fixed income securities generally are senior to an issuer’s common stock and their holders generally are entitled to receive amounts due before any distributions are made to common shareholders.

The market price of fixed income securities, especially those that provide a fixed rate of return, may be expected to rise and fall inversely with interest rates and in general is affected by the credit rating of the issuer, the issuer’s performance and the perceptions of the issuer in the market place. The market value of callable or redeemable fixed income securities may also be affected by the issuer’s call and redemption rights. In addition, it is possible that the issuer of fixed income securities may not be able to meet its interest or principal obligation to holders. Further, holders of non-convertible fixed income securities do not participate in any capital appreciation of the issuer.

In addition to using statistical rating agencies and other sources, the Investment Manager will also rely on Brookfield’s analysis of issues in seeking investments that it believes to be underrated (and thus higher yielding) in light of the financial condition of the issuer. Brookfield’s analysis of issuers may include, among other things, current and anticipated cash flow and borrowing requirements, value of assets in relation to historical cost, strength of management, responsiveness to business conditions, credit standing and current anticipated results of operations. In seeking investments for the Fund, the Investment Manager may also consider general business conditions, anticipated changes in interest rates and the outlook for specific industries.

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Indicative Portfolio

The indicative portfolio is illustrative of the securities that the Investment Manager would have invested in the Portfolio had it existed on May 23, 2013 (the “Indicative Portfolio”).

The following graphs show the Indicative Portfolio’s exposure by sector and region:

Breakdown by Sector Breakdown by Geography

The information contained in this section is historical and is not intended to be, nor should it be construed to be, an indication as to the securities that will comprise the Portfolio. The Portfolio may or may not include issuers considered in compiling the foregoing analysis and will include securities of issuers that were not included in compiling this analysis. The Investment Manager will actively manage the Portfolio to seek to meet the Fund’s investment objectives and therefore the composition of the Portfolio will vary from time to time based on the Investment Manager’s assessment of market conditions.

INVESTMENT RESTRICTIONS

Investment Restrictions of the Fund

The investment activities of the Fund are to be conducted in accordance with, among other things, the following investment restrictions which provide that the Fund will not:

(i) invest, directly or indirectly, more than 10% of the aggregate value of the Total Assets in the securities of any single issuer, other than (a) securities issued or guaranteed by the Government of Canada or a province or territory thereof or securities issued or guaranteed by the US Government or its agencies and instrumentalities or (b) any wholly-owned entity holding securities of publicly traded MLPs;

(ii) employ leverage, including through shorting and through notional exposure under derivatives based on the market value of the notional exposure determined on a daily basis and borrowings determined at the time of borrowing, in amounts exceeding 33% of the Total Assets determined at the time of borrowing provided that if at any time leverage exceeds the Leverage Threshold, the Investment Manager will, as soon as practicable thereafter cause the leverage to be reduced below such threshold (derivatives and shorting used solely for purposes of hedging (as defined in NI 81-102) will not be included in the Leverage Threshold calculation);

(iii) invest less than 70% of the Total Assets, as determined at the time of investment, in securities of publicly-traded issuers in the infrastructure sector;

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(iv) invest more than 20% of the Total Assets, other than for purposes of hedging (as defined in NI 81-102), in fixed income securities of infrastructure companies;

(v) have short exposure, other than for purposes of hedging (as defined in NI 81-102), in excess of 10% of the Total Assets as determined on a daily marked-to-market basis;

(vi) invest, directly or indirectly, more than 25% of the Total Assets, determined at the time of investment, in infrastructure companies organized as MLPs;

(vii) invest less than 60% of the Total Assets invested in equities, determined at the time of investment, in securities of companies with a market capitalization of at least US$1 billion;

(viii) invest more than 30% of the Total Assets, determined at the time of investment, other than for purposes of hedging (as defined in NI 81-102), in securities of infrastructure companies that are domiciled in emerging markets (defined for this purpose as any country that is included in the MSCI Emerging Market Index or a replacement or alternative index);

(ix) write call options in respect of more than 15% of the Total Assets;

(x) write call options unless the security underlying the option is held by the Fund;

(xi) dispose of any security that is subject to a call option written by the Fund unless such option has either terminated or expired;

(xii) guarantee the securities or obligations of any person other than the Manager, and then only in respect of the activities of the Fund;

(xiii) engage in securities lending that does not constitute a “securities lending arrangement” for purposes of the Tax Act;

(xiv) purchase securities of an issuer if, as a result of such purchase, the Fund would be required to make a take-over bid that is a “formal bid” for purposes of the Securities Act (Ontario) or the equivalent provision of applicable securities laws of any other jurisdiction;

(xv) purchase securities from, sell securities to, or otherwise contract for the acquisition or disposition of securities with the Manager or any of its affiliates, any officer, director or shareholder of the Manager, any person, trust, firm or corporation managed by the Manager or any of its affiliates or any firm or corporation in which any officer, director or shareholder of the Manager may have a material interest (which, for these purposes, includes beneficial ownership of more than 9.9% of the voting securities of such entity) unless, with respect to any purchase or sale of securities, either: (i) any such transaction is effected through normal market facilities, pursuant to a non-pre-arranged trade, and the purchase price approximates the prevailing market price; or (ii) is approved by the Manager’s independent review committee or IRC;

(xvi) invest in or hold (i) securities of or an interest in any non-resident entity, an interest in or a right or option to acquire such property, or an interest in a partnership which holds any such property if the Fund (or the partnership) would be required to include any significant amounts in income pursuant to section 94.1 of the Tax Act, (ii) an interest in a trust (or a partnership which holds such an interest) which would require the Fund (or the partnership) to report income in connection with such interest pursuant to the rules in proposed section 94.2 of the Tax Act, or (iii) any interest in a non-resident trust (or a partnership which holds such an interest) other than an “exempt foreign trust” for the purposes of proposed section 94 of the Tax Act, each as set forth in the proposed amendments to the Tax Act dated October 24, 2012 (or amendments to such proposals, provisions as enacted into law or successor provisions thereto);

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(xvii) invest in any security that would be a “tax shelter investment” within the meaning of section 143.2 of the Tax Act;

(xviii) invest in any security of an issuer that would be a “foreign affiliate” of the Fund for purposes of the Tax Act;

(xix) enter into any arrangement (including the acquisition of securities for the Portfolio) where the result is a “dividend rental arrangement” for the purposes of the Tax Act;

(xx) make any investment or conduct any activity that would result in the Fund failing to qualify or ceasing to qualify as a “mutual fund trust” for purposes of the Tax Act or acquire any property that would be “taxable Canadian property” of the Fund as such term is defined in the Tax Act (if the definition were read without reference to paragraph (b) thereof) (or any amendment to such definition); or

(xxi) make or hold any investments that would result in the Fund itself being a SIFT trust for purposes of the SIFT Rules.

If a percentage restriction on investment or use of assets or borrowing or financing arrangements set forth above as an investment restriction is adhered to at the time of the transaction, later changes to the market value of the investment or Total Assets will not be considered a violation of the investment restrictions (except for the restriction in paragraph (xxi) above which must be complied with at all times and which may necessitate the selling of investments from time to time). If the Fund receives from an issuer subscription rights to purchase securities of that issuer, and if the Fund exercises those subscription rights at a time when the Fund’s holdings of securities of that issuer would otherwise exceed the limits set forth above, the exercise of those rights will not constitute a violation of the investment restrictions if, prior to the receipt of securities of that issuer on exercise of these rights, the Fund has sold at least as many securities of the same class and value as would result in the restriction being complied with.

Notwithstanding the foregoing, at the Investment Manager’s discretion, the Portfolio may be invested entirely in cash or cash equivalents.

Unitholder approval by way of Extraordinary Resolution is required to change the investment restrictions and investment objectives of the Fund. See “Unitholders Matters – Matters Requiring Unitholder Approval”.

FEES AND EXPENSES

Agents’ Fees

The Agents’ fees will be $0.525 per Unit, which will be paid upon Closing by the Fund out of the proceeds of the Offering.

Offering Expenses

The Fund will pay the expenses incurred in connection with the Offering, estimated to be $800,000 (subject to a maximum of 1.5% of the gross proceeds of the Offering).

Management Fee

An annual management fee (the “Management Fee”) equal to 1.25% per annum of the NAV of the Fund, calculated daily and payable monthly in arrears, plus applicable taxes, will be paid to the Manager.

Performance Fee

The Manager will receive from the Fund, for each fiscal year of the Fund, a performance fee (the “Performance Fee”). The Performance Fee shall be calculated and accrued monthly and paid annually. The amount of the

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Performance Fee shall be determined as of December 31 of each year (the “Determination Date”) with respect to the Units then outstanding. The Performance Fee for a given year will be equal to 20% of the amount by which the sum of (i) the NAV per Unit (calculated without taking into account the Performance Fee) at the end of such year; plus (ii) distributions paid on such Units during such year, exceeds 106% of the Threshold Amount (the “Hurdle Rate”), plus applicable taxes. The Threshold Amount will be the greater of: (i) $10.00; and (ii) the NAV per Unit on the Determination Date in the last fiscal year in which a Performance Fee was paid (after payment of such Performance Fee).

Upon the redemption of Units, the Manager will also receive, if earned, a performance fee determined as though the redemption date of any Units so redeemed was, with respect to such Units only, the Determination Date. Any Performance Fee so determined, plus applicable taxes, shall be payable to the Manager on such date.

For the period from the Closing Date to December 31, 2013 and in respect of redemption of Units occurring during any year, the Hurdle Rate will be reduced proportionately to reflect the number of days remaining in the year from that date to December 31 of that year. In the event that after the Closing new Units are issued, the Hurdle Rate applicable to the Performance Fee payable with respect to those Units will be reduced proportionately to reflect the number of days remaining in that year and the Threshold Amount in respect of such Units for that year will be the greater of: (i) the NAV of the Units on their date of issue; and (ii) the then current Threshold Amount.

Operating Expenses of the Fund

The Fund will pay for all ordinary expenses incurred in connection with its operation and administration. It is expected that the expenses for the Fund will include, without limitation: all costs of Portfolio transactions, management and performance fees payable to the Manager, the Custodian and other third party services providers, legal, accounting, audit and valuation fees and expenses, fees and expenses of the members of the IRC, expenses related to compliance with NI 81-107, fees and expenses relating to the voting of proxies by a third party, premiums for insurance coverage for the members of the IRC, costs of reporting to Unitholders, registrar, transfer and distribution agency costs, fees payable to the plan agent under the Fund’s distribution reinvestment plan for performing certain financial, record-keeping, Unitholder reporting and general administrative services and for acting as plan agent under the Fund’s distribution reinvestment plan, printing and mailing costs, listing fees and expenses and other administrative expenses and costs incurred in connection with the continuous public filing requirements, website maintenance costs, taxes, brokerage commissions, costs and expenses relating to the issue of Units, costs and expenses of preparing financial and other reports, costs and expenses arising as a result of complying with all applicable laws, regulations and policies, extraordinary expenses that the Fund may incur and all amounts paid on account of indebtedness. Such expenses will also include expenses of any action, suit or other proceedings in which or in relation to which the Manager, the Investment Manager, the Custodian, the IRC and/or any of their respective officers, directors, employees, consultants or agents is entitled to indemnity by the Fund.

The Manager estimates that operational expenses of the Fund, exclusive of management fees, performance fees, debt service and other costs and brokerage expenses related to portfolio transactions, will be approximately $300,000 per year.

Additional Services

Any arrangements for additional services between the Fund and the Manager, or any affiliate thereof, that have not been described in this prospectus shall be on terms that are no less favourable to the Fund than those available from arm’s length persons (within the meaning of the Tax Act) for comparable services and the Fund shall pay all expenses associated with such additional services. Any such arrangements would require the prior approval of the Fund’s independent review committee.

RISK FACTORS

In addition to the considerations set out elsewhere herein, the following are certain considerations relating to an investment in Units which prospective investors should consider before investing in Units:

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No Assurances of Achieving Distribution and Capital Preservation Objectives

There is no assurance that the Fund will be able to achieve its distribution and total return investment objectives. The funds available for distribution to Unitholders will vary according to, among other things, the levels of interest, dividends or distributions paid on the Portfolio Securities, the value of the Portfolio Securities and the level of option premiums received by the Fund. There is no assurance that the Portfolio will earn any return. No assurance can be given as to the amount of distributions in future years. No assurance can be given that the NAV per Unit will be preserved or appreciate.

It is possible that, due to declines in the market value of the Portfolio Securities, the Fund will have insufficient assets to achieve in full its distribution and total return investment objectives.

Loss of Investment

An investment in the Fund is appropriate only for investors who have the capacity to absorb a loss of some of their investment and who can withstand the effect of a distribution not being made in any period.

No Guaranteed Return

There is no guarantee that an investment in Units will earn any positive return in the short or long term.

Performance of the Portfolio

The NAV per Unit will vary as the fair value of the Portfolio Securities varies. The Fund, the Manager and the Investment Manager have no control over the factors that affect the fair value of the Portfolio Securities, including factors that affect the markets generally, such as general economic and political conditions and fluctuations in interest rates, and factors unique to each issuer included in the Portfolio, such as changes in management, changes in strategic direction, achievement of strategic goals, mergers, acquisitions and divestitures, changes in distribution policies and other events that may affect the value of its securities. Some global economies are experiencing significantly diminished growth and some are suffering a recession. No assurance can be given that diminished availability of credit and significant devaluations will not adversely affect the markets into which the Fund will invest in the near to medium term.

Concentration of the Portfolio

The composition of the Portfolio taken as a whole may vary widely from time to time but may be concentrated by geography in issuers and will be concentrated in issuers engaged in the infrastructure sector. As a result, the NAV of the Fund may be more volatile than the value of a more broadly diversified portfolio and may fluctuate substantially over short periods of time in response to economic conditions and regulatory changes that specifically affect the infrastructure industry and securities in which the Portfolio is invested.

Infrastructure Industry Risks

The Portfolio will be invested in securities of issuers in the infrastructure sector. Given the concentration of the Fund’s exposure to the infrastructure industry, the Fund will be more susceptible to adverse economic or regulatory occurrences affecting that industry than an investment fund that is not concentrated in a single industry. Infrastructure issuers, including utilities and companies involved in infrastructure projects, may be subject to a variety of factors that may adversely affect their business or operations, including high interest cost in connection with capital construction programs, high leverage, costs associated with environmental and other regulations, the effects of economic slowdown, surplus capacity, increased competition from other providers of services, uncertainties concerning energy costs, the effects of energy conservation policies and other factors. Infrastructure issuers may also be affected or subject to:

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(i) regulation by various government authorities;

(ii) government regulation of rates charged to customers;

(iii) service interruption due to environmental, operational or other events;

(iv) the imposition of special tariffs and changes in tax laws, regulatory policies and accounting standards; and

(v) general changes in market sentiment towards infrastructure assets.

The infrastructure industry also has some special features that cause certain risks to be more prevalent than in other industry sectors. Below is a summary of these risks:

(i) Technology Risk. This risk arises where a change could occur in the way a service or product is delivered rendering the existing technology obsolete. While the risk could be considered low in the infrastructure sector given the massive fixed costs involved in constructing assets and the fact that many infrastructure technologies are well established, any technology change that occurs over the medium term could threaten the profitability of an infrastructure issuer. If such a change were to occur, these assets have very few alternative uses should they become obsolete.

(ii) Regional or Geographic Risk. This risk arises where an infrastructure issuer’s assets are not moveable. Should an event that somehow impairs the performance of an infrastructure issuer’s assets occur in the geographic location where the issuer operates those assets, the performance of the issuer may be adversely affected.

(iii) Through-put Risk. The revenue of many infrastructure issuers may be impacted by the number of users who use the products or services produced by the infrastructure issuers’ assets. Any change in the number of users may negatively impact the profitability of the issuer.

Equity Risk

Equity securities such as common shares or units of income trusts give the holder part ownership in a company or income trust, as applicable. The value of an equity security changes with the fortunes of the company that issued it. General market conditions and the health of the economy as a whole can also affect equity prices. Equity related securities that provide indirect exposure to the equity securities of an issuer, such as convertible debentures, can also be affected by equity risk. Present economic conditions may adversely affect global companies and the pricing of their securities. Further continued volatility or illiquidity could impair materially the profitability of these issuers.

Credit Risk

The investment of the Portfolio in fixed income securities will expose the Fund to the credit risk of the underlying issuer including risk of default on interest and principal and the risk that the credit ratings of such issuers may be downgraded in certain circumstances. Certain of the bonds and debentures may be regarded as predominantly speculative with respect to the issuers continuing ability to meet principal and interest payments. They may be more susceptible to real or perceived adverse economic and competitive industry conditions than higher rated securities.

The markets on which lower rated bonds and debentures are traded may be less liquid than the markets for investment rated securities. During periods of thin trading in these markets, this spread between bid and ask prices is likely to increase significantly and the Fund may have difficulty selling such securities.

Commodity Price Risk

The operations and financial conditions of issuers in the infrastructure sector and the amount of distributions or dividends paid on their securities, is dependent in part on commodity prices applicable to the commodities sold (i.e., access to toll roads, clean water or space on a satellite) or carried (i.e., oil and gas or electricity) by such issuers. Prices for commodities may vary and are determined by supply and demand factors including weather and general economic and political conditions. A decline in commodity prices could have an adverse effect on the operations and financial condition of such issuers and on the amount of distributions paid on their securities. In addition,

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certain commodity prices are based on a US dollar or other foreign currency market price. Accordingly, an increase in the value of the Canadian dollar against the US dollar or other foreign currency could cause reduction in the amount of distributions or dividends paid on the securities of such resource-based issuers.

Suspension of Trading

For all securities traded on public exchanges, each exchange typically has the right to suspend or limit trading in all securities that it lists. Such a suspension could render it impossible to liquidate positions listed on that market and thereby expose the Fund to losses. In addition, there is no guarantee that non-exchange markets will remain liquid enough to close out positions.

Use of Leverage

It is anticipated that the Fund may at times incur indebtedness in an amount of up to 33% of the Total Assets of the Fund. The indebtedness will be secured by the assets of the Fund. There can be no assurance that such a strategy will enhance returns and in fact the strategy may reduce returns (both distributions and capital). If the Portfolio Securities suffer a decrease in value, the leverage component will cause a decrease in NAV of the Fund in excess of that which would otherwise be experienced.

Market Disruptions

War and occupation, terrorism and related geopolitical risks may in the future lead to increased short-term market volatility and may have adverse long-term effects on world economies and markets generally. Those events could also have an acute effect on individual issuers or related groups of issuers. These risks could also adversely affect securities markets, inflation and other factors relating to the securities that may be held by the Fund from time to time.

Global Financial Developments

Global financial markets have experienced a sharp increase in volatility in the last several years. This has been, in part, the result of the revaluation of assets on the balance sheets of international financial institutions and related securities. This has contributed to a reduction in liquidity among financial institutions and has reduced the availability of credit to those institutions and to the issuers who borrow from them. While central banks as well as global governments have worked to restore much needed liquidity to the global economies, no assurance can be given that the combined impact of the significant revaluations and constraints on the availability of credit will not continue to materially and adversely affect economies around the world. No assurance can be given that this stimulus will continue or that, if it continues, it will be successful or these economies will not be adversely affected by the inflationary pressures resulting from such stimulus or central banks’ efforts to slow inflation. Further, continued market concerns about the European sovereign debt crisis and matters related to the US government debt limits, may adversely impact global equity markets. Some of these economies have experienced significantly diminished growth and some are experiencing or have experienced a recession. These market conditions and further volatility or illiquidity in capital markets may also adversely affect the prospects of the Fund and the value of the Portfolio Securities.

Reliance on the Manager and the Investment Manager

Unitholders will be dependent on the ability of the Manager and the Investment Manager to effectively manage the Fund in a manner consistent with the investment objectives, strategy and restrictions of the Fund. Performance of the investments in the Portfolio will be dependent on the Investment Manager, which provides portfolio management services to the Fund. There is no certainty that the individuals who are principally responsible for providing administration and investment management services to the Fund will continue to be employed by the Manager or the Investment Manager.

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Emerging Markets Risk

The Fund will invest in countries that are considered to be emerging market countries at the time of purchase. Investments in the securities of issuers in emerging market countries could involve risks not associated with investments in the securities of issuers in developed countries. Emerging markets can be substantially more volatile, and substantially less liquid, than more developed markets such as Canada. Emerging markets could be subject to greater political and economic instability, uncertainty regarding the existence of trading markets and more governmental limitations on foreign investment than most developed markets.

There may be less information publicly available with regard to emerging market issuers and such issuers are not subject to the uniform accounting, auditing and financial reporting standards applicable to Canadian issuers. There may be no single centralized securities exchange on which securities are traded in emerging market countries and there may be a lack of established political, business and social frameworks to support the existing securities markets. In addition, the systems of corporate governance to which companies in emerging markets are subject may be less advanced than that to which Canadian issuers are subject, and therefore, shareholders in such companies may not receive many of the protections available to shareholders in Canada.

Securities laws in many emerging markets countries are relatively new and unsettled. In addition, laws regarding foreign investment in emerging market securities, securities regulation, title to securities and shareholder rights may change quickly and unpredictably. Further, the enforcement of systems of taxation at federal, regional and local levels in emerging market countries may be inconsistent, and subject to sudden change.

Investments in foreign markets also carry potential exposure to the risk of political upheaval, acts of terrorism and war, and/or expropriation by governments, all of which could have an adverse impact on the value of the securities.

Sensitivity to Interest Rates

The market price of the Units may be affected by the level of interest rates prevailing from time to time. In addition, any decrease in the NAV resulting from an increase in interest rates may also negatively affect the market price of the Units. Unitholders will therefore be exposed to the risk that the NAV per Unit or the market price of the Units may be negatively affected by interest rate fluctuations.

Liquidity of the Portfolio Securities

Some of the securities in which the Fund intends to invest may trade infrequently and some may have no market at all. It is possible that the Fund may not be able to sell portions of such positions without facing substantially adverse prices. If the Fund is required to transact in such securities or other assets before their intended investment horizon, the performance of the Fund could suffer.

The market value of the Fund’s investments may fluctuate with, among other things, changes in prevailing interest rates, general economic conditions, the condition of financial markets, developments or trends in any particular industry and the financial condition of the issuers of securities in which the Fund invests. During periods of limited liquidity and higher price volatility, the Fund’s ability to acquire or dispose of their investments at a price and time that the Fund deems advantageous may be impaired. As a result, in periods of rising market prices, the Fund may be unable to participate in price increases fully to the extent that they are unable to acquire the desired positions quickly. The Fund’s inability to dispose fully and promptly of positions in declining markets will conversely cause the net asset value to decline as the value of unsold positions is marked to lower prices.

Use of Derivatives

The Portfolio may use derivatives and other securities for both hedging and non-hedging purposes. These instruments may include, without limitation, futures and options on securities, indices and currencies, forward foreign currency exchange contracts, swaps and other derivatives. The use of derivative instruments involves risks different from, and possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are subject to a number of risks, including the risk of mispricing or improper

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valuation and the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index. Hedging with derivatives may not always be successful and could limit the Fund’s ability to have access to increases in the value of the Portfolio. The Fund may not be able to obtain or close out a derivative contract when the Investment Manager views it as desirable to do so, which may prevent the Fund from making a profit or limiting a loss. When the Fund invests in a derivative instrument, it could lose more than the principal amount invested. Amounts paid by the Fund as premiums and cash or other assets held in margin accounts are not otherwise available to the Fund for investment purposes.

Use of Options

The Fund is subject to the full risk of its investment position in the securities comprising the Portfolio, including those securities that are subject to outstanding call options written by the Fund, should the market price of such securities decline. In addition, the Fund will not participate in any gain on securities that are subject to outstanding call options above the strike price of the options unless the Fund pays to repurchase the option at the current market price of the option.

The use of call options may have the effect of limiting or reducing the total returns of the Portfolio, particularly in a rising market since the premiums associated with writing covered call options may be outweighed by the cost of closing out outstanding options.

There can be no assurance that a liquid exchange or over-the-counter market will exist to permit the Fund to write covered call options on desired terms or to close out option positions should it desire to do so. The ability of the Fund to close out its positions may also be affected by exchange-imposed daily trading limits on options or the lack of a liquid over-the-counter market. If the Fund is unable to repurchase a call option that is in-the-money, it will be unable to realize its profits or limit its losses until such time as the option becomes exercisable or expires.

Short Sales

The Fund may sell securities short. A short sale is effected by selling a security which the Fund does not own. In order to make delivery to the buyer of a security sold short, the Fund must borrow the security. In so doing, it incurs the obligation to replace that security, whatever its price may be, at the time it is required to deliver it to the lender. The Fund must also pay to the lender of the security any dividends or interest payable on the security during the borrowing period and may have to pay a premium to borrow the security. This obligation must be collateralized by a deposit of cash or marketable securities with the lender. Short selling is subject to a theoretically unlimited risk of loss because there is no limit on how much the price of a security may appreciate before the short position is closed out. There can be no assurance that the securities necessary to cover the short position will be available for purchase by the Fund. In addition, purchasing securities to close out the short position can itself cause the price of the relevant securities to rise further, thereby increasing the loss incurred by the Fund. Furthermore, the Fund may prematurely be forced to close out a short position if a counterparty from which the Fund borrowed securities demands their return, resulting in a loss on what might otherwise have been ultimately a profitable position.

Market regulators in various jurisdictions have at times taken measures to impose restrictions on the ability of investors to enter into short sales, including the imposition of a complete prohibition on taking short positions in respect of certain issuers. Such restrictions may negatively affect the ability of the Fund to implement its strategies and/or they could cause the Fund to incur losses. It cannot be determined how future regulations may limit the Fund’s ability to engage in short selling and how such limitations may impact the Fund’s performance.

Counterparty Risk

In purchasing call options or entering into forward contracts or other derivative instruments, the Fund is subject to the credit risk that the counterparties (whether a clearing corporation, in the case of exchange-traded instruments, or other third parties, in the case of over-the-counter instruments) may be unable to meet their respective obligations and the Fund may incur losses as a result.

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Hedging Instruments

The Fund may enter into swaps and other negotiated principal transactions and sell securities short for hedging, leveraging or other purposes. Typically, these techniques involve one or more of the following risks: (i) imperfect correlation between the performance and value of the instrument and the value of the Fund’s securities or other objective of the Investment Manager; (ii) possible lack of a secondary market for closing out a position in such instrument; (iii) losses resulting from interest rate, spread or other market movements; (iv) the possible obligation to meet additional margin or other payment requirements, all of which could worsen the Fund’s position; and (v) possible impediments to effective portfolio management or the ability to meet short-term obligations because of the percentage of a portfolio’s assets segregated to cover its obligations. The ability of the Fund to hedge successfully depends on the ability of the Investment Manager to predict pertinent market movements, which cannot be assured. The Investment Manager is not required to hedge and there can be no assurance that hedging transactions will be available or, even if undertaken, will be effective. In addition, it is not possible to hedge fully or perfectly against currency fluctuations affecting the value of securities denominated in non-Canadian currencies because the value of those securities is likely to fluctuate as a result of independent factors not related to currency fluctuations. Moreover, it should be noted that the Portfolio will always be exposed to certain risks that cannot be hedged practically. Finally, by hedging a particular position, any potential gain from an increase in value of such position may be limited.

Over-the-Counter Transactions

In addition to trading on US and Canadian futures exchanges, the Fund may trade other products, some of which may trade on non-US and non-Canadian exchanges while others trade on the over-the-counter (“OTC”) market. These transactions present certain risks different from the risks of trading on US and Canadian exchanges. The OTC market is unregulated and, accordingly, there are certain risks related to trading OTC instruments, including the absence of daily price limits and the risk of counterparty default, in addition to the risks of trading futures contracts.

Trading Price of Units

The Units may trade in the market at a discount to the NAV per Unit and there can be no assurance that the Units will trade at a price equal to (or greater than) the NAV per Unit.

Fluctuations in NAV

Fluctuations in NAV per Unit (and/or the trading price of the Units) may occur for a number of reasons beyond the control of the Fund, the Manager or the Investment Manager. The NAV of the Fund varies according to, among other things, the value of the investments held in the Portfolio. The Manager, the Investment Manager and the Fund have no control over the factors that affect the value of such investments, including market, economic, political, regulatory and other conditions.

Performance Fees

The redemption price received by investors whose Units are redeemed during a calendar year will reflect an accrual for the Performance Fee, based on any increase in net asset value from the beginning of the fiscal year through the date of redemption. No adjustment will be made to the redemption price or to the amount payable to the Manager for the Performance Fee if the Fund’s performance subsequently declines.

Securities Lending

The Fund may engage in securities lending. Although it will receive collateral for the loans and such collateral will be marked-to-market, the Fund will be exposed to the risk of loss should the borrower default on its obligation to return the borrowed securities and the collateral be insufficient to reconstitute the portfolio of loaned securities.

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Currency Exposure

As the Portfolio may be invested in securities traded in US dollars and other foreign currencies, the NAV of the Fund, when measured in Canadian dollars, will, to the extent this has not been hedged against, be affected by changes in the value of the US dollar and other foreign currencies relative to the Canadian dollar. The Fund may not be fully hedged or hedged at all and it is not intended that the distributions on the Portfolio Securities will be hedged and accordingly no assurance can be given that the Fund will not be adversely impacted by changes in foreign exchange rates or other factors. The use of hedges, if used, involves special risks, including the possible default by the other party to the transaction, illiquidity and, to the extent the Investment Manager’s assessment of certain market movements is incorrect, the risk that the use of hedges could result in losses greater than if the hedging had not been used. Hedging arrangements may have the effect of limiting or reducing the total returns to the Fund if the Investment Manager’s expectations concerning future events or market conditions prove to be incorrect. In addition, the costs associated with a hedging program may outweigh the benefits of the arrangements in such circumstances.

Redemptions

If holders of a substantial number of Units exercise their redemption rights, the number of Units outstanding and the NAV of the Fund could be significantly reduced. A significant number of redemptions would increase the management expense ratio of the Fund. Many closed-end funds, like the Fund, with a redemption feature, although without the Annual Redemption Condition, have experienced significant redemptions and as a result, some have ceased to be economically feasible and have been terminated or merged with other funds. The Manager may terminate the Fund upon notice to Unitholders if, in the opinion of the Manager, the NAV of the Fund is reduced as a result of redemptions or otherwise so that it is no longer economically feasible to continue the Fund.

Status of the Fund for Securities Law Purposes

The Fund is not a “mutual fund” for securities law purposes. As a result, some of the protections provided to investors in mutual funds under such laws will not be available to investors in the Units and restrictions imposed on mutual funds under Canadian securities laws, including NI 81-102, will not apply to the Fund.

Potential Conflicts of Interest

The Manager and the Investment Manager and their respective directors and officers and affiliates and associates may engage in the promotion, management or investment management of other accounts, funds or trusts which invest primarily in the securities held by the Fund.

Although officers, directors and professional staff of the Manager and the Investment Manager will devote as much time to the Fund as is deemed appropriate to perform its duties, the staff of the Manager and the Investment Manager may have conflicts in allocating their time and services among the Fund and the other funds managed by the Manager or the Investment Manager.

New Project Risk

The Fund may invest in issuers involved in new infrastructure projects and accordingly may be exposed to risk that the project will not be completed within budget, within the agreed time frame and to the agreed specification. During the construction phase, the major risks include: a delay in the projected completion of the project and a resultant delay in the commencement of cash flow, an increase in the capital needed to complete construction; and the insolvency of the head contractor, a major subcontractor and/or a key equipment supplier. Construction costs may exceed estimates for various reasons, including inaccurate engineering and planning, labour and building material costs in excess of expectations and unanticipated problems with project start-up. Such unexpected cost increases may result in increased debt services costs. Delays in project completion can result in an increase in total project construction costs and it may also affect the scheduled flow of project revenues.

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Changes in Legislation

There can be no assurance that income tax, securities and other laws or the administration thereof will not be changed in a manner which adversely affects the distributions received by the Fund or by the Unitholders.

Taxation Matters Affecting the Fund

If the Fund fails to or ceases to qualify as a mutual fund trust under the Tax Act, the income tax considerations described under the heading “Income Tax Considerations” would be materially and adversely different in certain respects. There can be no assurance that Canadian federal income tax laws and the administrative policies and assessing practices of the CRA respecting the treatment of mutual fund trusts will not be changed in a manner which adversely affects the Unitholders.

In determining its income for tax purposes, the Fund will treat gains or losses realized on the disposition of Portfolio Securities held by it as capital gains and losses. In addition, the Fund will treat option premiums received on the writing of covered call options and any losses sustained on closing out options as capital gains and losses in accordance with CRA’s published administrative policies. Generally, the Fund will include gains and deduct losses on income account in connection with investments made through certain derivatives, including certain short sales of securities, except where such derivatives are used to hedge Portfolio Securities held on capital account provided there is sufficient linkage or the short sale is a short sale of “Canadian securities” for purposes of the Tax Act or is a hedge against identical securities of the Fund that are capital property, and will recognize such gains or losses for tax purposes at the time they are realized by the Fund. The Fund also intends to take the position that gains or losses in respect of foreign currency hedges entered into in respect of amounts invested in the Portfolio will constitute capital gains and capital losses to the Fund if the Portfolio Securities are capital property to the Fund and there is sufficient linkage. Designations with respect to the Fund’s income and capital gains will be made and reported to Unitholders on the foregoing basis. The CRA’s practice is not to grant advance income tax rulings on the characterization of items as capital gains or income and no advance income tax ruling has been requested or obtained. If these foregoing dispositions or transactions of the Fund are determined not to be on capital account, the net income of the Fund for tax purposes and the taxable component of distributions to Unitholders could increase. Any such redetermination by the CRA may result in the Fund being liable for unremitted withholding taxes on prior distributions made to Unitholders who were not resident in Canada for purposes of the Tax Act at the time of the distribution. Such potential liability may reduce the NAV or NAV per Unit.

Supplementary information released concurrently with the federal budget tabled by the Minister of Finance (Canada) on March 21, 2013 identified as a target of the March 2013 Proposals certain financial arrangements (described in the supplementary information as “character conversion transactions”) that seek to reduce tax by converting, through the use of derivative contracts, the return on an investment that would have the character of ordinary income to capital gains. The derivative contracts to be utilized by the Fund do not have the intent or effect identified in the supplementary information. However, the March 2013 Proposals are broad in scope and, as currently drafted, could apply to other agreements or transactions (for example, certain option agreements or forward currency contracts). If the March 2013 Proposals were to apply to derivatives to be utilized by the Fund the gains in respect of which would otherwise be capital gains, gains realized in respect of such derivatives would be treated as ordinary income rather than capital gains. It is possible that, when revised proposals in respect of the character conversion transaction rules are released, the scope of the proposed rules may be narrower in certain respects to reflect the intent identified in the supplementary information. However, there can be no assurance that the March 2013 Proposals will be enacted in a form that does not adversely affect the Fund and the Unitholders.

The CRA has expressed a view that, in certain circumstances, the deductibility of interest on money borrowed to invest in an income trust may be reduced on a pro rata basis in respect of distributions from the income trust that are a return of capital and that are not reinvested for an income earning purpose. Counsel is of the view that, while the ability to deduct interest depends on the facts, based on the jurisprudence and the anticipated nature of income trust distributions, the CRA’s view should not affect the Fund’s ability to deduct interest on money borrowed to acquire units of income trusts included in the Portfolio. If the CRA’s view were to apply to the Fund, part of the interest payable by the Fund in connection with money borrowed to acquire certain Portfolio Securities could be non-deductible, increasing the net income of the Fund for tax purposes and the taxable component of distributions to Unitholders.

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The SIFT Rules will apply to a mutual fund trust that is a “SIFT trust” for the purposes of the Tax Act. The Fund should not be a SIFT trust for the purposes of these rules because the Fund should not hold “non-portfolio property”, as defined in the SIFT Rules, based on its investment restrictions, as described under the heading “Investment Restrictions”. If the SIFT Rules were to apply to the Fund, they may have an adverse impact on the Fund including on distributions received by Unitholders.

The Fund intends to invest in foreign securities. Many foreign countries preserve their right under domestic tax laws and applicable tax conventions with respect to taxes on income and on capital (“Tax Treaties”) to impose tax on dividends and interest paid or credited to persons who are not resident in such countries. While the Fund intends to make its investments in such a manner as to mitigate the amount of foreign taxes incurred under foreign tax laws and subject to any applicable Tax Treaties, investments in selected foreign securities may subject the Fund to foreign taxes on dividends and interest paid or credited to the Fund or any gains realized on the disposition of such securities. Any foreign taxes incurred by the Fund will generally reduce the value of the Fund and amounts payable to Unitholders. To the extent that such foreign tax paid by the Fund exceeds 15% of the amount included in the Fund’s income from such investments, such excess may generally be deducted by the Fund in computing its net income for the purposes of the Tax Act. To the extent that such foreign tax paid does not exceed 15% of such amount and has not been deducted in computing the Fund’s income and the Fund designates its income from a foreign source in respect of a Unitholder of the Fund, the Unitholder will, for the purposes of computing its foreign tax credits, be entitled to treat the Unitholder’s proportionate share of foreign taxes paid by the Fund in respect of such income as foreign taxes paid by the Unitholder. The availability of foreign tax credits to a Unitholder of the Fund is subject to the detailed rules in the Tax Act.

The after-tax return from an investment in Units to a Unitholder resident in Canada for the purposes of the Tax Act will depend in part on the Unitholder’s ability to recognize for purposes of the Tax Act US taxes paid by or on behalf of the Unitholder through foreign tax credits or foreign tax deductions under the Tax Act (see “Income Tax Considerations”). A Unitholder’s ability to recognize US taxes through foreign tax credits or foreign tax deductions may be affected where the Unitholder does not have sufficient taxes otherwise payable under Part I of the Tax Act or sufficient US source income in the taxation year the US taxes are paid or where the Unitholder has other US sources of income or losses, has paid other US taxes or, in certain circumstances, has not filed a US federal income tax return. Furthermore, foreign tax credits or foreign tax deductions will be dependent upon the Canadian federal and provincial tax rates and US tax rates that will prevail in future years to apply to applicable sources of income. Unitholders are therefore advised to consult their own tax advisors in regard to foreign tax credits and foreign tax deductions.

A Unitholder that is a plan trust will not be entitled to a foreign tax credit or deduction under the Tax Act in respect of any US tax paid by the plan trust (including any US withholding tax imposed on distributions paid to the plan trust). As a result, the after-tax return from an investment in Units to a Unitholder that is a plan trust may be adversely affected.

The Foreign Account Tax Compliance (“FATCA”) provisions of the US Hiring Incentive to Restore Employment Act generally impose a reporting and 30% withholding tax regime with respect to (a) certain US source income (including interest and dividends) and gross proceeds from the sale or other disposition of property that can produce US source interest or dividends and (b) certain non-US source payments made by non-US financial institutions acting in the capacity of withholding agents pursuant to procedures established under FATCA. For purposes of the FATCA rules, the Fund is expected to be treated as a non-US financial institution. Absent the existence of an intergovernmental agreement between Canada and the United States, under FATCA, the Fund can choose to enter into an agreement (a “FATCA Agreement”) with the US Internal Revenue Service (the “IRS”) pursuant to which it agrees to (i) report to the IRS information regarding the US holders of interests in the Fund and certain US persons that indirectly hold interests in the Fund (other than equity and debt interests that are regularly traded on an established securities market for purposes of FATCA), (ii) comply with other reporting, verification, and due diligence requirements, and (iii) act in the capacity of a withholding agent. Accordingly, if the Fund enters into a FATCA Agreement, the Fund may be required under certain circumstances to withhold US tax on non-US source payments that it makes to Unitholders depending on the content of future guidance by the IRS regarding the taxation of non-US source payments under FATCA. In particular, if the Units are not considered regularly traded on an established securities market for purposes of FATCA, the Fund may be required to withhold US tax on certain non-US source payments that it makes after December 31, 2016 to Unitholders that fail to provide information requested by the Fund to satisfy the terms of its FATCA Agreement. If the Units are considered regularly traded on an established securities market for purposes of FATCA, the Fund will not be required to request such information

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from any Unitholder. It is expected that the Units will be considered regularly traded on an established securities market for purposes of FATCA and, thus, the Fund will not be required to request such information from any Unitholder. In addition, regardless of whether the Units are considered regularly traded on an established securities market for purposes of FATCA, the Fund may be required to withhold US tax on certain non-US source payments that it makes after December 31, 2016 to any non-US financial institution that holds Units on behalf of a Unitholder (for example, a Unitholder’s Canadian investment dealer) if such non-US financial institution has not entered into a FATCA Agreement (and is not otherwise deemed to comply with FATCA). If such non-US financial institution enters into a FATCA Agreement, the non-US financial institution will not be subject to withholding under FATCA but, as a result of entering into a FATCA Agreement, may be required to comply with the documentation, withholding and reporting obligations described in the foregoing discussion.

If the Fund does not enter into a FATCA Agreement (or is not otherwise deemed to comply with FATCA), the Fund may be subject to a 30% withholding tax on payments of certain US source income (including interest and dividends) that it receives after December 31, 2013 and on gross proceeds that it receives after December 31, 2016 from the sale or other disposition of property that can produce US source interest or dividends. In addition, unless the Fund enters into a FATCA Agreement (or is otherwise deemed to comply with FATCA), the Fund may be subject to withholding tax, depending on future guidance provided by the IRS, on certain non-US source payments that it receives after December 31, 2016 from other non-US financial institutions acting in the capacity of withholding agents pursuant to FATCA. The Fund has not yet determined if it will enter into a FATCA Agreement.

This description is based on guidance issued by the IRS, including recently issued final regulations. Future guidance may affect the application of FATCA to the Fund, including the potential future release of an intergovernmental agreement between the United States and Canada to implement the provisions of FATCA.

Operating History

The Fund is a newly organized investment trust with no previous operating history. There is currently no public market for the Units and there can be no assurance that an active public market for the Units will develop or be sustained after completion of the Offering.

Not a Trust Company

The Fund is not a trust company and, accordingly, is not registered under the trust company legislation of any jurisdiction. Units are not “deposits” within the meaning of the Canada Deposit Insurance Corporation Act (Canada) and are not insured under provisions of that Act or any other legislation.

Nature of Units

The Units are neither fixed income nor equity securities. The Units represent a fractional interest in the net assets of the Fund. Units are dissimilar to debt instruments in that there is no principal amount owing to Unitholders. Unitholders will not have the statutory rights normally associated with ownership of shares of a corporation including, for example, the right to bring “oppression” or “derivative” actions.

Liability of Unitholders

The Fund is a unit trust and as such its Unitholders do not receive the protection of statutorily mandated limited liability in some provinces and territories as in the case of shareholders of most Canadian corporations. There is no guarantee, therefore, that Unitholders could not be made party to legal action in connection with the Fund. However, the Declaration of Trust provides that no Unitholder, in its capacity as such, will be subject to any liability whatsoever, in tort, contract or otherwise, to any person in connection with the Fund’s property or the obligations or the affairs of the Fund and all such persons are to look solely to the Fund’s property for satisfaction of claims of any nature arising out of or in connection therewith and only the Fund’s property will be subject to levy or execution.

Pursuant to the Declaration of Trust, the Fund will indemnify and hold harmless each Unitholder from any costs, damages, liabilities, expenses, charges and losses suffered by a Unitholder resulting from or arising out of such Unitholder not having limited liability. The Declaration of Trust also provides that the Trustee and the Manager shall use reasonable efforts to cause to be inserted in each material written agreement, undertaking and obligation

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signed by or on behalf of the Fund a provision to the effect that such agreement, undertaking or obligation will not be binding upon Unitholders personally.

As a result of the foregoing, it is considered that the risk of any personal liability of Unitholders is minimal in view of the nature of its activities. In the event that a Unitholder should be required to satisfy any obligation of the Fund, such Unitholder will be entitled to reimbursement from any available assets of the Fund.

DISTRIBUTION POLICY

In accordance with the Fund’s investment objective to provide Unitholders with quarterly cash distributions, the Fund intends to make quarterly distributions to Unitholders of record on the last Business Day of each of March, June, September and December (each, a “Distribution Record Date”). Distributions will be paid on a Business Day designated by the Manager that will be no later than the 15th Business Day of the month following the Distribution Record Date (each, a “Distribution Payment Date”). The initial distributions are targeted to be $0.15 per Unit per quarter ($0.60 per annum representing an initial annual cash distribution of 6.0% based on the $10.00 per Unit issue price). The first distribution is anticipated to be paid to Unitholders of record on September 30, 2013 and will be pro-rated to reflect the period from the Closing Date to September 30, 2013.

It is anticipated that returns on the Portfolio over the life of the Fund will be derived primarily from dividends and other income received on the Portfolio Securities and net realized capital gains from the sale of the Portfolio Securities.

The amount of quarterly distributions may fluctuate and there can be no assurance that the Fund will make any distribution in any particular quarter or quarters.

Assuming gross proceeds of the Offering are $100 million and fees and expenses are as described herein, the Portfolio, using leverage of 27% of the Total Assets, would be required to generate an average annual total return of approximately 6.19%, inclusive of dividends and other income (net of applicable withholding tax), in order for the Fund to maintain a stable NAV per Unit, after accounting for fees and expenses of the Offering, while making the initial targeted distribution of $0.60 per annum on the offering price of $10.00 per Unit (representing an initial annual cash distribution of 6.0% on the offering price). Based on the anticipated composition of the Portfolio, it is expected that dividends and other income on the securities included in the Portfolio would be sufficient to maintain a stable NAV of the Fund and to fund distributions at the initially targeted level. The current weighted average yield on the Indicative Portfolio is approximately 6.28% per annum. No assurance can be given with respect to future levels of interest and other income received on the securities included in the Portfolio from time to time. If the return on the Portfolio is less than the amount necessary to fund quarterly distributions at the then current targeted level and the Manager nevertheless chooses to pay such distributions, this will result in a portion of the capital of the Fund being returned to Unitholders and NAV per Unit will be reduced.

If in any year, after quarterly distributions there would otherwise remain in the Fund additional net income or net realized capital gains, the Fund will be required to pay one or more special year-end distributions of such portion of the remaining net income and net realized capital gains in such year to Unitholders as is necessary to ensure that the Fund will not be liable for income tax on such amounts under Part I of the Tax Act (after taking into account all available deductions, credits and refunds). Such special distributions may be paid in the form of Units and/or cash. Any special distributions payable in Units will increase the aggregate adjusted cost base of a Unitholder’s Units. Immediately after a pro rata distribution of Units to all Unitholders in satisfaction of any non-cash distribution, the number of outstanding Units will be consolidated such that each Unitholder will hold, after the consolidation, the same number of Units as the Unitholder held before the non-cash distribution, except in the case of a non-resident Unitholder to the extent tax was required to be withheld in respect of the distribution. See “Income Tax Considerations”.

There can be no assurance given as to the amount of targeted distributions in the future.

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Distribution Reinvestment Plan

The Fund intends to adopt a distribution reinvestment plan (the “Reinvestment Plan”) which will provide that all quarterly cash distributions made by the Fund shall, at the election of each Unitholder, be automatically reinvested in additional Units on each Unitholder’s behalf in accordance with the terms of the Reinvestment Plan and the distribution reinvestment plan services agreement (the “Reinvestment Plan Services Agreement”) to be entered into by the Fund, the Manager and Valiant Trust Company, in its capacity as agent under the Reinvestment Plan (the “Plan Agent”) to establish the Reinvestment Plan. Notwithstanding the foregoing, Unitholders who are non-residents of Canada for purposes of the Tax Act will not be able to participate in the Reinvestment Plan and Unitholders who cease to be resident in Canada for purposes of the Tax Act will be required to terminate such Unitholders’ participation in the Reinvestment Plan. The Manager expects that the Reinvestment Plan will commence in respect of the distributions beginning September 30, 2013.

Subject to the foregoing, all quarterly cash distributions will be automatically reinvested in additional Units on behalf of those Unitholders who are residents of Canada for purposes of the Tax Act and elect to participate in the Reinvestment Plan (each such Unitholder being a “Plan Participant”). Such distributions due to Plan Participants will be paid to the Plan Agent and applied to the purchase of Units on behalf of Plan Participants in the following manner. If the trading price of the Units on the TSX (or such other exchange or market on which the Units are then listed and primarily traded) (the “Market Price”) on the relevant Distribution Payment Date plus estimated brokerage fees and commissions is below the NAV per Unit determined on the previous Business Day, the Plan Agent will purchase the Units on the TSX (or such other exchange or market on which the Units are trading) except the Plan Agent will endeavor to terminate purchases in the open market and cause the Fund to issue the remaining Units if, following commencement of the purchases, the Market Price, plus brokerage fees and commissions, exceeds the NAV per Unit determined on the previous Business Date. Provided the Plan Agent can terminate purchases on the open market, the remaining Units will be issued by the Fund from treasury at a price equal to the greater of (i) the NAV per Unit on the relevant Distribution Payment Date or (ii) 95% of the Market Price on the Distribution Payment Date. It is possible that the average purchase price per Unit paid by the Plan Agent may exceed the Market Price at the relevant Distribution Payment Date, resulting in the purchase of fewer Units than if the distribution had been paid entirely by Units issued by the Fund. Applicable brokerage fees and commissions incurred in connection with purchases of Units made in the market pursuant to the Reinvestment Plan will be paid by and from the accounts of Plan Participants.

The Units purchased in the market or from the Fund will be allocated on a pro rata basis to the Plan Participants. The Plan Agent will credit a Plan Participant’s account in respect of Units acquired on behalf of such Plan Participant under the Reinvestment Plan. The Fund will not issue fractional Units. Accordingly, Plan Participants will not be permitted to reinvest the portion of a cash distribution that would otherwise result in fractional Units being issued. In such circumstances, the Plan Participants will be entitled to retain the portion of the cash distribution that is not reinvested. No certificates representing Units issued or purchased pursuant to the Reinvestment Plan will be issued. The automatic reinvestment of the distributions under the Reinvestment Plan will not relieve Plan Participants of any income tax applicable to such distributions. See “Income Tax Considerations”.

If the Units are thinly traded, purchases in the market under the Reinvestment Plan may significantly affect the market price. Depending on market conditions, direct reinvestment of cash distributions by Unitholders in the market may be more, or less, advantageous than the reinvestment arrangements under the Reinvestment Plan. The Plan Agent’s fees for administering the Reinvestment Plan will be paid by the Fund.

To participate in the Reinvestment Plan, beneficial holders may elect to participate under the Reinvestment Plan by notifying their investment advisor, or any other broker, dealer, bank or trust company through which they hold their Units. A CDS Participant will then complete and sign an authorization form notifying the Plan Agent that a beneficial holder intends to participate under the Reinvestment Plan. The authorization form directs the Plan Agent to reinvest all of the participating holder’s cash distributions in the purchase of additional Units on behalf of the holder. Following receipt by the Fund of a duly completed authorization form, participating in the Reinvestment Plan becomes effective on the next Distribution Record Date for any distribution declared on the Units. Unitholders will be able to terminate their participation in the Reinvestment Plan by providing, or by causing to be provided, written notice to the Manager at least 10 Business Days’ prior to a Distribution Record Date for a distribution. Such

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notice, if actually received by the Manager no later than 10 Business Days prior to a Distribution Record Date for a distribution, will have effect in respect of the distribution to be made as of such date. Thereafter, distributions to such holders will be in cash. The Manager will be able to terminate the Reinvestment Plan, in its sole discretion, upon not less than 30 days’ notice to the Plan Participants and the Plan Agent. The Manager will also be able to amend, modify or suspend the Reinvestment Plan at any time in its sole discretion, provided that it gives notice of that amendment, modification or suspension to Unitholders, which notice may be given by the Fund by issuing a press release. The Fund will not be required to issue Units into any jurisdiction where that issuance would be contrary to applicable laws.

PURCHASES OF SECURITIES

The Fund proposes to offer Units at a price of $10.00 per Unit. Prospective purchasers may subscribe for Units through one of the Agents or any member of a sub-agency group that the Agents may form. Closing of the Offering is expected to occur on or about July 18, 2013, or such later date as may be agreed upon by the Manager and the Agents. The offering price was determined by negotiations between the Agents and the Manager. The minimum subscription is 100 Units ($1,000). See “Plan of Distribution”.

REDEMPTION OF UNITS

Annual Redemption

Units may be redeemed at the option of Unitholders on the Annual Redemption Date of each year, commencing in September 2015 to and including September 2017, if and only if the Annual Redemption Condition, described below, has been met in such year. Thereafter, Units may be redeemed at the option of the Unitholder on the Annual Redemption Date of each year. Units so redeemed will be redeemed at a redemption price per Unit equal to the Net Asset Value per Unit on the Annual Redemption Date, less any costs associated with the redemption, including commissions, if any, to fund such redemption. The Units must be surrendered for redemption at least 15 days prior to the Annual Redemption Date. Payment of the proceeds of redemption will be made on or before the 15th Business Day of the following month.

Annual Redemption Condition: Commencing in September 2015 to and including September 2017, Units may only be redeemed on an Annual Redemption Date if the simple average of the Net Asset Values of the Units (adjusted to include all distributions paid on such Units above $0.60 per Unit per annum and amounts above the pro rata equivalent for any partial years prior to such date) on each Business Day occurring in the month of August preceding the Annual Redemption Date is less than $10.00. Within 3 Business Days of the first day in the month of September, the Manager will issue a press release stating the average Net Asset Value per Unit and whether the Annual Redemption Condition has been triggered.

Notwithstanding the Annual Redemption Condition, Units may be redeemed at the option of Unitholders on the last Business Day of September 2018 and on the last Business Day of September each year thereafter. Units so redeemed will be redeemed at a redemption price per Unit equal to the Net Asset Value per Unit on such day, less any costs associated with the redemption, including commissions, if any, to fund such redemption. The Units must be surrendered for redemption at least 15 days prior to the applicable Annual Redemption Date and payment of the proceeds of redemption will be made on or before the 15th Business Day of the following month.

Monthly Redemptions

Units may be surrendered for redemption by a Unitholder at any time, subject to certain conditions, and in order to effect such a redemption on a Monthly Redemption Date, the Units must be surrendered by no later than 5:00 p.m. (Toronto time) on the date which is the 10th Business Day of the month preceding the Monthly Redemption Date. Payment of the redemption price will be made on or before the 15th Business Day of the month following the Monthly Redemption Date, subject to the Manager’s right to suspend redemptions in certain circumstances. Unitholders surrendering a Unit for redemption, except in connection with the Annual Redemption Date (if available), will receive the redemption price per Unit equal to the lesser of (i) 95% of the weighted average trading price of the Units on the principal exchange or market on which the Units are quoted for trading for the 10 Business

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Days immediately preceding the applicable Monthly Redemption Date and (ii) 100% of the Closing Market Price of a Unit on the applicable Monthly Redemption Date, less, in each case, any costs and expenses incurred by the Fund in order to fund such redemption.

Allocation of Gains to Redeeming Unitholders

Pursuant to the Declaration of Trust, the Fund may allocate and designate as payable any capital gains realized by the Fund as a result of any disposition of property of the Fund undertaken to permit or facilitate the redemption of Units to a Unitholder whose Units are being redeemed. Any such allocations and designations will reduce the redemption price otherwise payable to the redeeming Unitholder.

Exercise of Redemption Right

A Unitholder who desires to exercise redemption privileges thereunder must do so by causing a CDS Participant through which he or she holds his or her Units to deliver to CDS at its office in the City of Toronto on behalf of the holder, a written notice of the Unitholder’s intention to redeem Units by no later than 5:00 p.m. (Toronto time) on the applicable notice date described above. A Unitholder who desires to redeem Units should ensure that the CDS Participant is provided with notice of his or her intention to exercise his or her redemption right sufficiently in advance of the redemption deadline so as to permit the CDS Participant to deliver a notice to CDS by 5:00 p.m. (Toronto time) on the notice date described above. A Unitholder not holding their Units through a CDS Participant who desires to exercise redemption privileges thereunder must deliver to the Manager at its office in the City of Toronto a written notice of such Unitholder’s intention to redeem Units by no later than 5:00 p.m. (Toronto time) on the applicable notice date described above.

By causing a CDS Participant to deliver to CDS a notice of the Unitholder’s intention to redeem Units or a registered holder of Units delivering such notice to the Manager, as the case may be, such Unitholder will be deemed to have irrevocably surrendered his or her Units for redemption and appointed such CDS Participant or Manager, as the case may be, to act as his or her exclusive settlement agent with respect to the exercise of the redemption privilege and the receipt of payment in connection with the settlement of obligations arising from such exercise, provided that the Manager may from time to time prior to the redemption date permit the withdrawal of a redemption notice on such terms and conditions as the Manager may determine, in its sole discretion, provided that such withdrawal will not adversely affect the Fund. Any expenses associated with the preparation and delivery of the redemption notice will be for the account of the Unitholder exercising the redemption privilege.

Any redemption notice that CDS or the Manager, as the case may be, determines to be incomplete, not in proper form or not duly executed will, for all purposes, be void and of no effect and the redemption privilege to which it relates shall be considered, for all purposes, not to have been exercised thereby. A failure by a CDS Participant to exercise redemption privileges or to give effect to the settlement thereof in accordance with the owner’s instructions will not give rise to any obligations or liability on the part of the Fund or the Manager to the CDS Participant or to the holder of the Units.

The Manager may, without the approval of Unitholders, change the redemption rights attached to the Units on not less than 30 days’ notice to Unitholders by increasing the number of times in each year that Units may be redeemed by Unitholders (at a redemption price per Unit to be determined by the Manager), so long as such change does not result in the Fund being a mutual fund for securities law purposes and provided that no such change may be made without Unitholder approval if it would eliminate the rights of Unitholders to redeem their Units on a Monthly Redemption Date.

Suspension of Redemptions

The Manager may suspend the redemption of Units or payment of redemption proceeds: (i) during any period when normal trading is suspended on stock exchanges or other markets on which securities owned by the Fund are listed and traded, if these securities represent more than 50% by value or underlying market exposure of the Fund, and if these securities are not traded on any other exchange that represents a reasonably practical alternative for the Fund, or (ii) for a period not exceeding 30 days during which the Manager determines that conditions exist which render

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impractical the sale of assets of the Fund or which impair the ability of the Manager to determine the value of the assets of the Fund. The suspension may apply to all requests for redemption received prior to the suspension but as to which payment has not been made, as well as to all requests received while the suspension is in effect. All Unitholders making such requests shall be advised by the Manager of the suspension and that the redemption will be effected at a price determined on the first Business Day following the termination of the suspension. All such Unitholders shall have and shall be advised that they have the right to withdraw their requests for redemption. The suspension shall terminate in any event on the first day on which the condition giving rise to the suspension has ceased to exist, provided that no other condition under which a suspension is authorized then exists. To the extent not inconsistent with official rules and regulations promulgated by any government body having jurisdiction over the Fund, any declaration of suspension made by the Manager shall be conclusive.

INCOME TAX CONSIDERATIONS

In the opinion of Blake, Cassels & Graydon LLP, counsel to the Fund, and Osler, Hoskin & Harcourt LLP, counsel to the Agents, the following is, as of the date hereof, a summary of the principal Canadian federal income tax considerations under the Tax Act generally applicable to the acquisition, holding and disposition of Units by a Unitholder who acquires Units pursuant to this prospectus. This summary is applicable to a Unitholder who is an individual (other than a trust) and who, for the purposes of the Tax Act and at all relevant times, is resident in Canada, deals at arm’s length and is not affiliated with the Fund and holds Units as capital property. Generally, the Units will be considered to be capital property to a Unitholder provided that the Unitholder does not hold the Units in the course of carrying on a business of buying and selling securities and has not acquired them in one or more transactions considered to be an adventure or concern in the nature of trade. Certain Unitholders who might not otherwise be considered to hold Units as capital property may, in certain circumstances, be entitled to have such Units and all other “Canadian securities” as defined in the Tax Act owned or subsequently acquired by them treated as capital property by making the irrevocable election permitted by subsection 39(4) of the Tax Act. Unitholders should consult their own tax advisors as to whether an election under subsection 39(4) of the Tax Act is available or advisable in their circumstances. This summary assumes that no Unitholder has entered or will enter into a “derivative forward agreement” as that term is defined in proposed amendments to the Tax Act contained in a Notice of Ways and Means Motion that accompanied the federal budget tabled by the Minister of Finance (Canada) on March 21, 2013 (the “March 2013 Proposals”) with respect to the Units.

This summary is based on the facts set out in this prospectus, certificates of the Manager and the lead Agent regarding certain factual matters, the current provisions of the Tax Act, all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”), and counsel’s understanding of the current administrative policies and assessing practices of the CRA made publicly available prior to the date hereof.

This summary assumes that the Tax Proposals will be enacted as currently proposed although no assurance can be given that the Tax Proposals will be enacted in the form publicly announced or at all. Except for the Tax Proposals, this summary does not take into account or anticipate any changes in the law or administrative policy or assessing practice, whether by way of legislative, governmental or judicial decision or action, nor does it take into account other federal or any provincial, territorial or foreign tax legislation or considerations.

This summary also assumes that the Fund will comply with its investment restrictions at all relevant times, that none of the issuers of the Portfolio Securities will be foreign affiliates of the Fund or of any Unitholders and that none of the Portfolio Securities will be a “tax shelter investment” within the meaning of section 143.2 of the Tax Act.

Further, this summary assumes that none of the Portfolio Securities will be an “offshore investment fund property” (or an interest in a partnership that holds such property) that would require the Fund (or the partnership) to include significant amounts in income pursuant to section 94.1 of the Tax Act, or an interest in a trust (or a partnership which holds such an interest) which would require the Fund (or the partnership) to report significant amounts of income in connection with such interest pursuant to the rules in proposed section 94.2 of the Tax Act, or an interest in a non-resident trust (or a partnership which holds such an interest) other than an “exempt foreign trust” as defined in proposed section 94 of the Tax Act, each as contemplated by certain Tax Proposals (or such proposals as amended or enacted or successor provisions thereto).

This summary is also based on the assumption that the Fund will at no time be a SIFT trust as defined in the SIFT Rules. Provided that the Fund does not hold “non-portfolio property” as defined in the SIFT Rules, it will not be a

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SIFT trust. Based upon its investment restrictions, as described under the heading “Investment Restrictions”, the Fund will not hold any “non-portfolio property”.

This summary is not exhaustive of all possible Canadian federal income tax considerations applicable to an investment in Units and does not describe the income tax considerations relating to the deductibility of interest on money borrowed to acquire Units. Moreover, the income and other tax consequences of acquiring, holding or disposing of Units will vary according to the status of the investor, the province or provinces in which the investor resides or carries on business and, generally, the investor’s particular circumstances. Accordingly, this summary is of a general nature only and is not intended to constitute advice to any particular investor. Investors should consult their own tax advisors with respect to the income tax consequences of investing in Units, based on their particular circumstances.

Status of the Fund

This summary is based on the assumptions that the Fund will qualify at all times as a “unit trust” and a “mutual fund trust” within the meaning of the Tax Act, that the Fund will validly elect under the Tax Act to be a mutual fund trust from the date it was established and that the Fund will not reasonably at any time be considered to be established or maintained primarily for the benefit of non-resident persons unless, at that time, substantially all of its property consists of property other than “taxable Canadian property” within the meaning of the Tax Act (if the definition of such term were read without reference to paragraph (b) of that definition).

To qualify as a mutual fund trust (i) the Fund must be a Canadian resident “unit trust” for purposes of the Tax Act, (ii) the only undertaking of the Fund must be (a) the investing of its funds in property (other than real property or interests in real property or an immovable or a real right in an immovable), (b) the acquiring, holding, maintaining, improving, leasing or managing of any real property (or interest in real property) or of any immovable (or real right in immovables) that is capital property of the Fund, or (c) any combination of the activities described in (a) and (b), and (iii) the Fund must comply with certain minimum requirements respecting the ownership and dispersal of Units (the “minimum distribution requirements”). In this regard, the Manager intends to (i) cause the Fund to qualify as a unit trust throughout the existence of the Fund, and (ii) ensure that the Fund’s undertaking conforms with the above-mentioned restrictions for mutual fund trusts. The Manager has advised counsel that it has no reason to believe that, following the Closing, the Fund will not comply with the minimum distribution requirements at all material times. The Manager has advised counsel that it intends to ensure that the Fund will meet the requirements necessary for it to qualify as a mutual fund trust no later than the Closing Date and at all times thereafter and to file the necessary election so that the Fund will qualify as a mutual fund trust since its inception.

If the Fund were not to qualify as a mutual fund trust at all times, the income tax considerations described below would, in some respects, be materially and adversely different.

Provided that the Fund qualifies as a “mutual fund trust” within the meaning of the Tax Act or the Units are listed on a “designated stock exchange” for purposes of the Tax Act (which currently includes the TSX), the Units will be qualified investments under the Tax Act for trusts governed by registered retirement savings plans, registered retirement income funds, deferred profit sharing plans, registered disability savings plans, registered education savings plans and tax-free savings accounts (each a “plan trust”). See “Income Tax Considerations – Taxation of Registered Plans” for the consequences of holding Units in plan trusts.

Taxation of the Fund

The Fund will be subject to tax in each taxation year under Part I of the Tax Act on the amount of its income for the year, including net realized taxable capital gains, less the portion thereof that it claims in respect of the amount paid or payable to Unitholders in the year. The Manager has advised counsel that the Fund intends to make distributions to Unitholders as described under “Distribution Policy” and to deduct, in computing its income in each taxation year, such amount as will be sufficient to ensure that the Fund will not be liable for income tax under Part I of the Tax Act for each year other than such tax on net realized capital gains that will be recoverable by the Fund in respect of such year by reason of the capital gains refund mechanism.

In computing its income for tax purposes, the Fund is required to include in its income for each taxation year any dividends received (or deemed to be received) by it in such year on a Portfolio Security.

With respect to an issuer that is a trust resident in Canada whose units are included in the Portfolio and held as capital property for the purposes of the Tax Act, and that is not subject in a taxation year to tax under the SIFT

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Rules, the Fund is required to include in its income such portion of the net income and the taxable portion of net realized capital gains of such issuer as is paid or becomes payable to the Fund in the year, notwithstanding that certain of such amounts may be reinvested in additional units of the issuer. Provided that appropriate designations are made by the issuer, any net taxable capital gains realized by the issuer, any foreign source income of the issuer and taxable dividends received by the issuer from taxable Canadian corporations that are paid or become payable to the Fund will effectively retain their character as such in the hands of the Fund.

The Fund is generally required to reduce the adjusted cost base of the units of such issuer structured as a trust resident in Canada to the extent that all amounts paid or payable in a year by such issuer to the Fund exceed the sum of the amounts included in the income of the Fund for the year plus the Fund’s share of the non-taxable portion of capital gains of such issuer for the year, the taxable portion of which was designated in respect of the Fund in the year. To the extent that the adjusted cost base to the Fund of the unit of such issuer would otherwise be less than zero, the negative amount is deemed to be a capital gain realized by the Fund and the Fund’s adjusted cost base of such unit is increased by the amount of such deemed capital gain to zero.

With respect to an issuer that is a limited partnership whose securities are included in the Portfolio and held as capital property for the purposes of the Tax Act, and that is not subject in a taxation year to the tax under the SIFT Rules, the Fund is required to include or, subject to certain restrictions, is entitled to deduct, in computing its income, its share of the net income or loss for tax purposes of the issuer allocated to the Fund for the fiscal period of the issuer ending in the Fund’s taxation year, whether or not a distribution is received. In general, the adjusted cost base of such securities is the cost of such securities to the Fund plus the share of the income and capital gains of the issuer allocated to the Fund for fiscal years of the issuer ending before the particular time less the share of losses and capital losses of the issuer allocated to the Fund for fiscal years of the issuer ending before the particular time, and less the Fund’s share of any distributions received from the issuer before the particular time. If the adjusted cost base to the Fund of the securities of such an issuer would otherwise be less than zero at the end of the fiscal year of the limited partnership, the negative amount is deemed to be a capital gain realized by the Fund and the Fund’s adjusted cost base of such securities is increased by the amount of such deemed capital gain to zero.

Under the SIFT Rules, each issuer in the Portfolio that is a “SIFT trust” or “SIFT partnership” as defined under the SIFT Rules (which generally includes income trusts, other than certain real estate investment trusts, and certain partnerships, the units of which are listed or traded on a stock exchange or other public market) is subject to a special tax in respect of (i) income from business carried on in Canada, and (ii) certain income and capital gains respecting “non-portfolio properties” (collectively, the “Non-Portfolio Earnings”). Non-Portfolio Earnings that are earned by a SIFT partnership or are distributed by a SIFT trust to its unitholders are taxed at a rate that is equivalent to the federal general corporate tax rate plus a prescribed amount on account of provincial tax. Any Non-Portfolio Earnings that become payable by a SIFT trust or are earned by a SIFT partnership are taxed as a taxable dividend from a taxable Canadian corporation and are deemed to be an “eligible dividend” eligible for the enhanced gross-up and tax credit rules under the Tax Act.

With respect to indebtedness, the Fund is required to include in its income for a taxation year all interest thereon that accrues (or is deemed to accrue) to it to the end of that year (or until the disposition of the indebtedness in the year) or that has become receivable or is received by the Fund before the end of that year, including on a conversion, redemption or repayment on maturity, except to the extent that such interest was included in computing the Fund’s income for a preceeding year and excluding any interest that accrued prior to the time of the acquisition of the indebtedness by the Fund.

The Fund is entitled to deduct an amount equal to the reasonable expenses that it incurs in the course of issuing Units. Such issue expenses paid by the Fund and not reimbursed, including the Agents' fees, are deductible by the Fund rateably over a five-year period subject to reduction in any taxation year which is less than 365 days. Generally, the Fund is also entitled to deduct reasonable administrative expenses and interest payable by it on money borrowed to purchase Portfolio Securities. Any losses incurred by the Fund may not be allocated to Unitholders but may generally be carried forward and back and deducted in computing the taxable income of the Fund in accordance with the detailed rules in the Tax Act.

The CRA has expressed a view that, in certain circumstances, the deductibility of interest on money borrowed to invest in an income trust may be reduced on a pro rata basis in respect of distributions from the income trust that are a return of capital and which are not reinvested for an income earning purpose. Counsel are of the view that, while the ability to deduct interest depends on the facts, based on the jurisprudence and the anticipated nature of income trust distributions, the CRA’s view should not affect the Fund’s ability to deduct interest on money borrowed to

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acquire units of income trusts included in the Portfolio. If the CRA’s view were to apply to the Fund, part of the interest payable by the Fund in connection with money borrowed to acquire certain Portfolio Securities could be non-deductible, increasing the net income of the Fund for tax purposes and the taxable component of distributions to Unitholders.

Upon the actual or deemed disposition of a Portfolio Security, the Fund will realize a capital gain (or capital loss) to the extent the proceeds of disposition net of any amounts included as interest on the disposition of the security and any reasonable costs of disposition exceed (or are less than) the adjusted cost base of such security unless the Fund were considered to be trading or dealing in securities or otherwise carrying on a business of buying and selling securities or the Fund has acquired the security in a transaction or transactions considered to be an adventure or concern in the nature of trade. The Manager has advised counsel that the Fund will purchase the Portfolio Securities with the objective of receiving distributions and income thereon and will take the position that gains and losses realized on the disposition thereof are capital gains and capital losses. The Manager has also advised counsel that the Fund intends to make an election under subsection 39(4) of the Tax Act so that all Portfolio Securities that are “Canadian securities” (as defined in the Tax Act) will be deemed to be capital property to the Fund. Such an election will ensure that gains or losses realized by the Fund on the sale of such Canadian securities, including short sales of such Canadian securities, are taxed as capital gains or capital losses.

Generally, the Fund will include gains and deduct losses on income account in connection with investments made through certain derivatives, including certain short sales of securities that are not Canadian securities, except where such derivatives are used to hedge Portfolio Securities held on capital account provided there is sufficient linkage or the short sale is a hedge against identical securities of the Fund that are capital property, and will recognize such gains or losses for tax purposes at the time they are realized by the Fund.

One-half of the amount of any capital gain (a “taxable capital gain”) realized by the Fund in a taxation year on the disposition of Portfolio Securities that are capital property of the Fund must be included in computing the Fund’s income for the year, and one-half of the amount of any capital loss (an “allowable capital loss”) realized by the Fund in a taxation year must be deducted against any taxable capital gains realized by the Fund in the year. Allowable capital losses for a taxation year in excess of taxable capital gains for that year may be carried back and deducted by the Fund in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net realized taxable capital gains in accordance with the provisions of the Tax Act.

The Fund will be entitled for each taxation year throughout which it is a mutual fund trust for purposes of the Tax Act to reduce (or receive a refund in respect of) its liability, if any, for tax on its net realized capital gains by an amount determined under the Tax Act based on the redemptions of Units during the year (the “Capital Gains Refund”). The Capital Gains Refund in a particular taxation year may not completely offset the tax liability of the Fund for such taxation year which may arise upon the sale or other disposition of Portfolio Securities in connection with the redemption of Units.

Premiums received on covered call options written by the Fund which are not exercised prior to the end of the year will constitute capital gains of the Fund in the year received, unless such premiums are received by the Fund as income from a business or the Fund has engaged in a transaction or transactions considered to be an adventure or concern in the nature of trade. The Manager has advised counsel that the Fund purchases the Portfolio Securities with the objective of receiving dividends and other distributions thereon over the life of the Fund and writes covered call options with the objective of increasing the yield on the Portfolio beyond the dividends and other distributions received on the Portfolio. Having regard to the foregoing, and in accordance with the CRA’s published administrative policies, transactions undertaken by the Fund in respect of options on the Portfolio Securities are treated and reported by the Fund as arising on capital account.

Premiums received by the Fund on covered call options which are subsequently exercised will be added in computing the proceeds of disposition to the Fund of the Portfolio Securities disposed of by the Fund upon the exercise of such call options. In addition, where a covered call option is exercised after the end of the year in which it was granted, the Fund’s capital gain in the previous year in respect of the receipt of the option premium will be nullified.

Supplementary information released concurrently with the federal budget tabled by the Minister of Finance (Canada) on March 21, 2013 identified as a target of the March 2013 Proposals certain financial arrangements (described in the supplementary information as “character conversion transactions”) that seek to reduce tax by converting, through the use of derivative contracts, the return on an investment that would have the character of

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ordinary income to capital gains. The derivative contracts to be utilized by the Fund do not have the intent or effect identified in the supplemental information. However, the March 2013 Proposals are broad in scope and, as currently drafted, could apply to other agreements or transactions (for example, certain option agreements or forward currency contracts). If the March 2013 Proposals were to apply to derivatives to be utilized by the Fund the gains in respect of which would otherwise be capital gains, gains realized in respect of such derivatives would be treated as ordinary income rather than capital gains.

The Fund may enter into transactions denominated in currencies other than the Canadian dollar, including the acquisition of Portfolio Securities. The cost and proceeds of disposition of securities, interest and all other amounts are determined for the purposes of the Tax Act in Canadian dollars using the appropriate exchange rates determined in accordance with the detailed rules in the Tax Act in that regard. The amount of income, gains and losses realized by the Fund may be affected by fluctuations in the value of foreign currencies relative to the Canadian dollar. Gains or losses in respect of currency hedges entered into in respect of amounts invested in the Portfolio will likely constitute capital gains and capital losses to the Fund if the Portfolio Securities are capital property to the Fund provided there is sufficient linkage.

The Fund may derive income or gains from investments in countries other than Canada and, as a result, may be liable to pay income or profits tax to such countries. To the extent that such foreign tax that is characterized as “non-business income tax” under the Tax Act paid by the Fund exceeds 15% of the amount included in the Fund’s income from such investments, such excess may generally be deducted by the Fund in computing its net income for the purposes of the Tax Act. To the extent that such foreign tax (i) that is characterized as “non-business income tax” under the Tax Act paid by the Fund does not exceed 15% of such non-business income tax and has not been deducted in computing the Fund’s income or (ii) is characterized as “business income tax” under the Tax Act paid by the Fund, the Fund may designate in respect of a Unitholder a portion of its foreign source income that can reasonably be considered to be part of the Fund’s income distributed to such Unitholder so that such income and a portion of the foreign tax paid by the Fund may be regarded as foreign source income of, and foreign tax paid by, the Unitholder for the purposes of the foreign tax credit provisions of the Tax Act.

Taxation of Unitholders

A Unitholder will generally be required to include in computing income for a taxation year the amount of the Fund’s net income for the taxation year, including net realized taxable capital gains, paid or payable to the Unitholder (whether in cash or in Units or reinvested in additional Units pursuant to the Reinvestment Plan) in the taxation year. Provided that appropriate designations are made by the Fund, such portion of the net realized taxable capital gains of the Fund, the foreign source income of the Fund and the taxable dividends received or deemed to be received by the Fund on shares of taxable Canadian corporations as is paid or payable to a Unitholder will effectively retain its character and be treated as such in the hands of the Unitholder for purposes of the Tax Act. Amounts designated as taxable dividends from taxable Canadian corporations will be subject to the gross-up and dividend tax credit rules, including the enhanced gross-up and tax credit applicable to designated eligible dividends.

Under the Tax Act, the Fund is permitted to deduct in computing its income for a taxation year an amount that is less than the amount of its distributions for the year. This will enable the Fund to utilize, in a taxation year, losses from prior years without affecting the ability of the Fund to distribute its income annually. The amount distributed to a Unitholder but not deducted by the Fund will not be included in the Unitholder’s income. However, the adjusted cost base of the Unitholder’s Units will be reduced by such amount. The non-taxable portion of the Fund’s net realized capital gains for a taxation year, the taxable portion of which was designated in respect of a Unitholder in the year, that is paid or payable (whether in cash or in Units) to the Unitholder in that taxation year will not be included in the Unitholder’s income for the year. Any other amount in excess of the Unitholder’s share of the Fund’s net income for a taxation year paid or payable to the Unitholder in the year will not generally be included in the Unitholder’s income, but will generally reduce the adjusted cost base of the Unitholder’s Units. To the extent that the adjusted cost base of a Unit would otherwise be less than zero, the negative amount will be deemed to be a capital gain realized by the Unitholder from the disposition of the Unit and the Unitholder’s adjusted cost base will be increased by the amount of such deemed capital gain to zero.

Any losses of the Fund for purposes of the Tax Act cannot be allocated to, and cannot be treated as a loss of, a Unitholder.

On the disposition or deemed disposition of a Unit (whether on a sale, redemption or otherwise), a Unitholder will realize a capital gain (or capital loss) to the extent that the Unitholder’s proceeds of disposition (which do not

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include any amount of capital gains made payable by the Fund to the Unitholder which represent capital gains realized by the Fund in connection with its disposition of securities in order to fund the redemption) exceed (or are less than) the aggregate of the adjusted cost base of the Unit and any reasonable costs of disposition. For the purpose of determining the adjusted cost base of Units to a Unitholder, when Units are acquired, the cost of the newly acquired Units will be averaged with the adjusted cost base of all Units owned by the Unitholder as capital property immediately before that time. The cost of Units acquired as a distribution of income or capital gains from the Fund will generally be equal to the amount of the distribution. A consolidation of Units following a distribution paid in the form of additional Units will not be regarded as a disposition of Units. See “Distribution Policy”. Any additional Units acquired by a Unitholder on the reinvestment of distributions will generally have a cost equal to the amount reinvested. If a Unitholder participates in the Reinvestment Plan and the Unitholder acquires a Unit from the Fund at a price that is less than the then fair market value of the Unit, it is the administrative position of the CRA that the Unitholder must include the difference in income and that the cost of the Unit will be correspondingly increased.

Pursuant to the Declaration of Trust, the Fund may allocate and designate as payable any capital gains realized by the Fund as a result of any disposition of property of the Fund undertaken to permit or facilitate the redemption of Units to a Unitholder whose Units are being redeemed. Any such allocations and designations will reduce the redemption price otherwise payable to the Unitholder and, therefore, the Unitholder’s proceeds of disposition.

If, at any time, the Fund delivers Portfolio Securities to any Unitholder upon a redemption of a Unitholder’s Units on the termination of the Fund, the Unitholder’s proceeds of disposition of the Units will generally be equal to the aggregate of the fair market value of the distributed property and the amount of any cash received, less any capital gain realized by the Fund on the disposition of such distributed property. The cost of any property distributed by the Fund in specie will generally be equal to the fair market value of such property at the time of the distribution less any amount that is deductible as interest accrued on such property to the date of distribution and not yet due. Such distributed property may or may not be a qualified investment for plan trusts. If such distributed property is not a qualified investment for plan trusts, such plan trusts (and, in the case of certain plan trusts, the annuitants, beneficiaries or subscribers thereunder or holders thereof) may be subject to adverse tax consequences including, in the case of registered education savings plans, revocation of such plan trusts.

One-half of any capital gain (a “taxable capital gain”) realized by a Unitholder or a taxable capital gain designated in respect of a Unitholder in a taxation year of the Unitholder will be included in the Unitholder’s income for that year and one-half of any capital loss (an “allowable capital loss”) realized by the Unitholder in a taxation year of the Unitholder must be deducted from taxable capital gains realized by the Unitholder or designated by the Fund in respect of the Unitholder in the taxation year in accordance with the detailed provisions of the Tax Act. Allowable capital losses for a taxation year in excess of taxable capital gains for that taxation year may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net realized taxable capital gains in accordance with the provisions of the Tax Act.

In general terms, net income of the Fund paid or payable to a Unitholder that is designated as taxable dividends from taxable Canadian corporations or as net realized taxable capital gains as well as taxable capital gains realized by the Unitholder on the disposition of Units may increase the Unitholder’s liability for alternative minimum tax

Taxation of Registered Plans

Amounts of income and capital gains included in a plan trust’s income are generally not taxable under Part I of the Tax Act, provided that the Units are qualified investments for the plan trust. See “Income Tax Considerations – Status of the Fund”. Unitholders should consult their own advisors regarding the tax implications of establishing, amending, terminating or withdrawing amounts from a plan trust.

Notwithstanding the foregoing, the holder of a tax-free savings account or the annuitant under a registered retirement savings plan or registered retirement income fund will be subject to a penalty tax in respect of Units held by such tax-free savings account, registered retirement savings plan or registered retirement income fund, as the case may be, if such Units are a “prohibited investment” for such plan trusts for the purposes of the Tax Act. The Units will not be a “prohibited investment” for trusts governed by a tax-free savings account, registered retirement savings plan or registered retirement income fund unless the holder of the tax-free savings account or the annuitant under the registered retirement savings plan or registered retirement income fund, as applicable, (i) does not deal at arm’s length with the Fund for purposes of the Tax Act, (ii) has a “significant interest” as defined in the Tax Act in the Fund, or (iii) has a “significant interest” as defined in the Tax Act in a corporation, partnership or trust with which

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the Fund does not deal at arm’s length for purposes of the Tax Act. Generally, a holder or annuitant, as the case may be, will not have a significant interest in the Fund unless the holder or annuitant, as the case may be, owns interests as a beneficiary under the Fund that have a fair market value of 10% or more of the fair market value of the interests of all beneficiaries under the Fund, either alone or together with persons and partnerships with which the holder or annuitant, as the case may be, does not deal at arm’s length. Tax Proposals released on December 21, 2012 (the “December 2012 Proposals”) propose to delete the condition in (iii) above. In addition, pursuant to the December 2012 Proposals, the Units will not be a “prohibited investment” if the Units are “excluded property” as defined in the December 2012 Proposals for trusts governed by a tax-free savings account, registered retirement savings plan or registered retirement income fund.

Holders or annuitants should consult their own tax advisors with respect to whether Units would be prohibited investments, including with respect to whether the Units would be “excluded property” as defined in the December 2012 Proposals.

Tax Implications of the Fund’s Distribution Policy

The NAV per Unit will reflect any income and gains of the Fund that have accrued or have been realized but have not been paid or made payable at the time Units are acquired. A Unitholder who acquires Units, including on a distribution in the form of Units or a reinvestment in additional Units pursuant to the Reinvestment Plan, may become taxable on the Unitholder’s share of such income and gains of the Fund notwithstanding that such amounts may have been reflected in the price paid by the Unitholder for the Units. The consequences of acquiring Units late in a calendar year will generally depend on whether one or more special distributions to Unitholders are necessary to ensure that the Fund will not be liable for non-refundable income tax under Part I of the Tax Act.

ORGANIZATION AND MANAGEMENT DETAILS OF THE FUND

The Manager

Brookfield Investment Management (Canada) Inc. will act as the manager and the trustee of the Fund. The Manager is a wholly-owned subsidiary of Brookfield, an Ontario corporation. The principal office of the Manager is located at Brookfield Place, 181 Bay Street, Suite 300, P.O. Box 762, Toronto, Ontario M5J 2T3.

Duties and Services to be Provided by the Manager

The Manager has been appointed to act as the manager of the Fund pursuant to the Declaration of Trust and has been given the authority to manage the activities and day to day operations of the Fund, including providing and arranging for the provision of marketing and administrative services required by the Fund. The Manager may delegate certain of its duties to third parties. The Manager’s duties include: maintaining accounting records for the Fund; authorizing the payment of operating expenses incurred on behalf of the Fund; preparing financial statements, income tax forms and financial and accounting information as required by the Fund; calculating the NAV of the Fund; ensuring that Unitholders are provided with financial statements and other reports as are required by applicable law from time to time; monitoring the Fund’s compliance with regulatory requirements; preparing the Fund’s reports to Unitholders; and negotiating contractual agreements with third party providers of services, including auditors and printers.

The Manager shall exercise its powers and discharge its duties as manager honestly, in good faith and in the best interests of the Fund and shall exercise the care, diligence and skill of a reasonably prudent person in similar circumstances. The Manager will not be liable for any default, failure or defect in any of the securities comprising the Portfolio or any losses in the NAV of the Fund if it has satisfied the duties and the standard of care, diligence and skill set forth above. However, the Manager will incur liability in cases of willful misconduct, bad faith, gross negligence or disregard of the Manager’s standard of care.

Unless the Manager resigns or is removed as described below, the Manager will continue as manager until the termination of the Fund. The Manager may resign as the manager of the Fund if the Fund is in breach or default of the provisions of the Declaration of Trust, and, if capable of being cured, any such breach or default has not been cured within 30 days’ notice of such breach or default to the Fund and the Manager is deemed to have resigned if the Manager becomes bankrupt or insolvent or in the event the Manager ceases to be resident in Canada for the purposes

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of the Tax Act or carry out its functions of managing the Fund in Canada. In the event that the Manager is in material breach or default of the provisions of the Declaration of Trust, and, if capable of being cured, any such breach or default has not been cured within 30 days’ notice of such breach or default to the Manager, the Trustee shall give notice thereof to unitholders of the Fund and such unitholders, upon approval by way of Extraordinary Resolution (as defined herein), may direct the Trustee to remove the Manager and appoint a successor manager.

The Manager is entitled to fees for its services as manager under the Declaration of Trust as described under “Fees and Expenses” and will be reimbursed for all reasonable costs and expenses incurred by the Manager on behalf of the Fund as described under “Fees and Expenses – Operating Expenses of the Fund”. In addition, the Manager and each of its directors, officers, employees and agents will be indemnified by the Fund for all liabilities, costs and expenses incurred in connection with any action, suit or proceeding that is proposed or commenced, or other claim that is made against, the Manager, or any of its officers, directors, employees or agents, in the exercise of its duties as manager, except those resulting from the Manager’s willful misconduct, bad faith, negligence or disregard of the Manager’s standard of care.

The management services to be provided by the Manager are not exclusive to the Fund and nothing in the Declaration of Trust prevents the Manager from providing similar management services to other investment funds and other clients (whether or not their investment objectives and policies are similar to those of the Fund) or from engaging in other activities.

Officers and Directors of the Manager

The name and municipality of residence of each of the directors, applicable officers and senior management of the Manager and their principal occupation are as follows:

Name and Municipality of Residence Position with the Manager Principal Occupation GEORGE MYHAL Toronto, Ontario

Member of the Board of Directors since June 2006, President, Chief Executive Officer and Chief Compliance Officer

Senior Managing Partner and Chief Operating Officer, Brookfield and President and Chief Executive Officer, Brookfield Investment Management (Canada) Inc.

JONATHAN TYRAS Port Washington, New York

Managing Director, Chief Financial Officer, Treasurer and Secretary

Chief Financial Officer, General Counsel and Secretary, Brookfield Investment Management Inc. and Chief Financial Officer, Treasurer and Secretary, Brookfield Investment Management (Canada) Inc.

GAIL CECIL Toronto, Ontario

Member of the Board of Directors since January 2011 and Managing Director

Managing Director, Brookfield Investment Management (Canada) Inc.

KIM REDDING Chicago, Illinois

Member of the Board of Directors since January 2011 and Chair of the Board of Directors

Chief Executive Officer and Co-Chief Investment Officer, Brookfield Investment Management Inc.

Directors are appointed to serve on the board of directors of the Manager until such time as they retire or are removed and their successors are appointed.

The following is a brief description of the background of the directors and officers of the Manager.

George Myhal is a Senior Managing Partner of Brookfield and President and Chief Executive Officer of the Manager and has held a number of senior positions within Brookfield since joining the company in 1981. He has been instrumental in the development of Brookfield’s asset management business. Mr. Myhal was previously the Chief Operating Officer and the Treasurer of Brookfield and has extensive experience in the capital markets,

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particularly with respect to corporate debt and high yield debt. Mr. Myhal qualified as a Chartered Accountant in 1981 and is an Industrial Engineering graduate of the University of Toronto.

Jonathan Tyras is the Managing Director, Chief Financial Officer and General Counsel of the Investment Manager and Chief Financial Officer, Treasurer and Secretary of the Manager. Mr. Tyras contributes to the development and execution of the firm’s strategic goals. Mr. Tyras earned BSBA degrees in finance and accounting from Georgetown University and a JD from the University of Pennsylvania Law School.

Gail Cecil is a Managing Director of the Manager and responsible for the establishment of portfolio objectives and strategies for its opportunistic investment strategies. Ms. Cecil joined Brookfield in 2003 and was primarily involved in the company’s private equity investing and principal lending activities. For the past several years, Ms. Cecil has been managing investments in public securities across a broad range of industries and asset classes. Previously, Ms. Cecil worked for a Canadian investment bank in its mergers and acquisitions, corporate finance and equity capital markets groups. Ms. Cecil has a BA in Statistics from the University of Western Ontario, an HBA from the Richard Ivey School of Business and an MBA from the Wharton School. Ms. Cecil is a Chartered Financial Analyst charterholder.

Kim Redding, with 40 years of investment experience, is Chief Executive Officer and Co-Chief Investment Officer of the Investment Manager. Mr. Redding has primary responsibility for the firm’s equity and fixed income investment strategies. Mr. Redding has specialized in the management of institutional securities portfolios since 1986. Mr. Redding has a Bachelor of Arts degree in Finance with an emphasis in Real Estate from California State University, Fullerton.

The Investment Manager

BIM will act as the investment manager of the Fund. The principal office of the Investment Manager is located at Three World Financial Centre – 200 Vesey Street, New York, New York, 10281-1010.

The Investment Manager is a global investment manager with over US$10 billion of assets under management as of March 31, 2013. The Investment Manager is a wholly-owned subsidiary of BAM, a Canadian based, global alternative asset manager with approximately US$184 billion in assets under management as of March 31, 2013 and over 100 years of history in owning and operating assets with a focus on property, infrastructure, renewable power and private equity. Brookfield’s assets under management are comprised of property (US$103 billion), infrastructure (US$28 billion), renewable power (US$20 billion), private equity (US$27 billion) and construction, property services and other assets (US$ 6 billion). Brookfield’s infrastructure and renewable power assets under management are comprised of power generation (US$20 billion), electric utilities (US$9 billion), transportation (US$9 billion), timber (US$6 billion), infrastructure securities (US$2 billion) and energy (US$2 billion).

Brookfield offers a range of public and private investment products and services, which leverage its expertise and experience and provide it with distinct competitive advantage in the markets it operates. On behalf of its clients, Brookfield is also an active investor in the public securities markets, where its experience extends over 30 years. Over this time it has successfully developed several investment operations and built expertise in the management of institutional portfolios, retail mutual funds, and structured product investments. Through its registered investment advisor, its public market activities complement its core competencies as a direct investor. These activities encompass global listed real estate and infrastructure equities, corporate high yield investments, opportunistic credit and equity strategies and a dedicated insurance asset management division.

The Investment Team is a highly experienced team dedicated to infrastructure investing. The Investment Team is supplemented by the broader infrastructure investment platform of Brookfield and its affiliates. Given the Investment Manager’s emphasis on fundamental research, the access to Brookfield’s expertise provides it with a competitive research advantage through extensive owner/operator insights into industry drivers and trends.

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Details of the Investment Management Agreement

The Investment Manager will be appointed to act as the investment manager of the Fund pursuant to an investment management agreement (the “Investment Management Agreement”) to be entered into on or prior to the Closing Date between the Manager and the Investment Manager.

Subject to the terms of the Investment Management Agreement, the Investment Manager will implement the investment strategy for the Portfolio on an ongoing basis.

Under the Investment Management Agreement, the Investment Manager will covenant to act at all times on a basis which is fair and reasonable to the Manager and the Fund, to act honestly and in good faith with a view to the best interests of the Fund and, in connection therewith, to exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in the circumstances. The Investment Management Agreement will provide that the Investment Manager will not be liable in any way to the parties indemnified under the Investment Management Agreement for any default, failure or defect in any of the securities comprising the Portfolio if it has satisfied the duties and the standard of care, diligence and skill set forth above. The Investment Management Agreement will further provide that the Investment Manager will not be liable for any losses in the NAV of the Fund if it has satisfied the duties and the standard of care, diligence and skill set forth above. Pursuant to the Investment Management Agreement, the Investment Manager and its officers, directors and employees shall be indemnified, from the assets of the Fund against all losses (other than loss of profits), expenses and liabilities incurred by any of them in connection with any matter relating to their respective duties under the Investment Management Agreement except those resulting from the Investment Manager’s material breach or default of its obligations under the Investment Management Agreement or an act or omission involving willful misconduct, bad faith, negligence or reckless disregard of such person’s duties under the Investment Management Agreement.

The Investment Management Agreement, unless terminated as described below, will continue until the date of termination of the Fund. The Investment Manager may terminate the Investment Management Agreement without payment of any penalty, in the following circumstances: (i) upon 90 days’ notice; (ii) in the event that the Manager is in material breach of the Investment Management Agreement and the material breach has not been cured within 20 Business Days’ notice thereof to the Manager; (iii) if there is a material change in the investment objectives, strategy and/or restrictions of the Fund to which the Investment Manager has not previously agreed; (iv) if there is a dissolution and commencement of winding-up of the Fund; (v) if the Fund becomes bankrupt or insolvent or makes a general assignment for the benefit of its creditors or a receiver is appointed in respect of the Fund or a substantial portion of its assets; or (vi) if the assets of the Fund become subject to seizure or confiscation by any public or governmental organization.

The Manager may terminate the Investment Management Agreement without payment of any penalty, in the following circumstances: (i) upon 60 days’ notice; (ii) in the event that the Investment Manager is in material breach of the Investment Management Agreement and the material breach has not been cured within 20 Business Days’ notice thereof to the Investment Manager; (iii) if there is a dissolution and commencement of winding-up of the Investment Manager; (iv) if the Investment Manager becomes bankrupt or insolvent or makes a general assignment for the benefit of its creditors or a receiver is appointed in respect of the Investment Manager or a substantial portion of the assets of the Investment Manager; (v) if the assets of the Investment Manager become subject to seizure or confiscation by any public or governmental organization; (vi) if the Investment Manager has lost any registration, license or other authorization or cannot rely on an exemption therefrom required by the Investment Manager for it to perform the services delegated to it thereunder; or (vii) if the Investment Manager has breached its standard of care or acted with willful misconduct, fraud or negligence.

The Investment Management Agreement will not be subject to termination under clause (ii) in the preceding paragraphs if a material breach by the Investment Manager or the Manager cannot be cured within 20 Business Days’ notice thereof but the Investment Manager or the Manager, as applicable, commences the cure within the 20 Business Day period and completes the cure within 45 days of such notice. In addition, if the Investment Manager purchases or sells a security for the Portfolio or takes any other action with respect to the assets of the Portfolio that through inadvertence violates any investment strategy or restriction set forth in the Investment Management Agreement and the violation has or will have a material adverse effect on the Portfolio, then it will not be considered a material breach for purposes of the termination right in clause (ii) in the preceding paragraph if the Investment

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Manager takes action that returns the Portfolio to compliance with such investment strategy or restriction within the cure period described above, as the same may be extended by agreement in writing by all the parties to the Investment Management Agreement.

In the event that the Investment Management Agreement is terminated as provided above, the Manager shall promptly appoint one or more successor investment advisors to carry out the activities of the Investment Manager until a meeting of Unitholders is held to confirm such appointment.

The Manager is responsible for payment of the investment management fees of the Investment Manager out of the Management Fee. See “Fees and Expenses – Management Fee”.

The Investment Team

The Investment Team is led by Craig Noble and Sam Arnold. Messrs. Noble and Arnold are supported by a team of investment professionals with extensive investment experience. Messrs. Noble and Arnold have ultimate decision authority with respect to portfolio management.

Biographical information relating to Mr. Noble and Mr. Arnold, the key personnel that will be involved in the management of the Portfolio, is set forth below:

Craig Noble, CFA – Co-Chief Investment Officer and Portfolio Manager: Mr. Noble is Managing Director and Co-Chief Investment Officer of the Investment Manager as well as Portfolio Manager for BIM’s infrastructure securities business. Based in Chicago, Mr. Noble oversees all aspects of portfolio management and business development related to the firm’s public equity and credit securities investment strategies. Additionally, Mr. Noble maintains responsibility for performance and growth of the firm’s global infrastructure business. Mr. Noble joined Brookfield in 2004 and has more than 15 years of investment experience. Mr. Noble has a Masters degree from York University’s Schulich School of Business and a Commerce degree from Mount Allison University.

Samuel Arnold, CFA – Director and Portfolio Manager: Mr. Arnold is a Portfolio Manager for BIM’s global infrastructure business. Mr. Arnold is responsible for coverage of the North American infrastructure market as well as the development and growth of BIM’s listed infrastructure strategies. Mr. Arnold has 15 years of infrastructure investment experience, including sell-side research and analysis in the US pipeline sector at Credit Suisse. Trained as an engineer, Mr. Arnold began his career at Exxon USA, where he spent six years focusing on the design, construction, and operation of energy infrastructure assets, providing invaluable operation infrastructure experience. Mr. Arnold holds the Chartered Financial Analyst designation and has an MBA from Tulane University and a BS with honors in Civil Engineering from the University of Illinois.

Brokerage Arrangements

The primary consideration in all Portfolio transactions will be prompt execution of orders in an efficient manner at the most favourable price. In selecting and monitoring dealers and negotiating commissions, the Investment Manager considers the dealer’s reliability, the quality of its execution services on a continuing basis and its financial condition. When more than one dealer is believed to meet these criteria, preference may be given to dealers who provide research or statistical material or other services to the Fund, the Manager or the Investment Manager or its affiliates. Such services include advice, both directly and in writing, as to the value of the securities; the advisability of investing in, purchasing or selling securities; and the availability of securities, or purchasers or sellers of securities; as well as analyses and reports concerning issues, industries, securities, economic factors and trends, portfolio strategy or the performance of accounts. This allows the Investment Manager to supplement its own investment research activities and obtain the views and information of others prior to making investment decisions. The Investment Manager is of the opinion that, because this material may be analyzed and reviewed by its staff, its receipt and use does not tend to reduce expenses but may benefit the Fund by supplementing the Investment Manager’s research. Brokerage transactions may also be allocated to dealers affiliated with the Investment Manager, on terms, including fees and commissions, not less favourable than would be offered to other similar clients of such affiliated dealers.

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Conflicts of Interest

The Manager and the Investment Manager and their respective affiliates are engaged in a wide range of investment management, investment advisory and other business activities. The services provided by the Manager and the Investment Manager under the Declaration of Trust and the Investment Management Agreement are not exclusive and nothing in the Declaration of Trust and the Investment Management Agreement prevents the Manager or the Investment Manager or any of their respective affiliates from providing similar services to other investment funds or clients (whether or not their investment objectives, strategies and policies are similar to those of the Fund) or from engaging in other activities. The Investment Manager’s investment decisions for the Fund will be made independently of those made on behalf of its other clients or for its own investments. On occasion, however, the Investment Manager will make the same investment for the Fund and for one or more of its other clients. If the Fund and one or more of the other clients of the Investment Manager, or any of its affiliates, are engaged in the purchase or sale of the same security, the transactions will be effected on an equitable basis. In this regard, the Investment Manager will generally endeavour to allocate investment opportunities to the Fund on a pro rata basis.

Where the Manager or its affiliates otherwise perceive, in the course of their businesses, that they are or may be in a material conflict of interest position, the matter will be referred to the IRC. The IRC will consider all matters referred to it and provide its recommendations to the Manager as soon as possible.

Independent Review Committee

NI 81-107 requires all publicly offered investment funds, such as the Fund, to establish an independent review committee (“IRC”) to whom the Manager must refer conflict of interest matters for review or approval. NI 81-107 also imposes obligations upon the Manager to establish written policies and procedures for dealing with conflict of interest matters, maintain records in respect of these matters and provide assistance to the IRC in carrying out its functions. The IRC will be required to conduct regular assessments and provide reports to the Manager and to Unitholders in respect of its functions.

The investment funds in the Manager’s family may share the same IRC. The fees and expenses of the IRC will be borne and shared by all of the applicable investment funds in the Manager’s family. Each investment fund is also responsible for all expenses associated with insuring and indemnifying the IRC members.

The members of the IRC are:

John P. Barratt

Mr. Barratt served as Chief Operating Officer (2005 -2006) and then as the Board Liaison Officer (2006 – 2009) of The Caldwell Partners International. The Caldwell Partners International is a Canadian based human capital services company. From 2002 to 2007, Mr. Barratt acted as the court-appointed Responsible Person and Liquidation Manager of Beyond.com Corporation, Debtor-in-Possession, a US Chapter 11 Bankruptcy case, in which capacity Mr. Barratt reported to the court and the US Trustee’s Office. From September 2000 until the date of its Chapter 11 bankruptcy filing (2002), Mr. Barratt acted in the capacity of Chief Operating Officer of Beyond.com Corporation, an electronic fulfillment provider. Between 1996 and 2000, Mr. Barratt was partner in residence with the Quorum Group of Companies, an international investment partnership specializing in providing debt and/or equity capital coupled with strategic direction to emerging technology companies. Between 1988 and 1995, Mr. Barratt held a number of positions with Coscan Development Corporation, a real estate development company, the last position of which was Executive Vice-President and Chief Operating Officer. Mr. Barratt currently serves on a number of other boards of directors and advisory boards, including serving as a Member of the Board and Chairman of the Risk Policy Committee for the Bank of China (Canada).

Mr. Barratt is the chair of the IRC.

James L.R. Kelly

Mr. Kelly is President of Earth Power Tractors and Equipment Inc., a farm equipment dealer, a position he has held since 1998. Between 1994 and 1998, Mr. Kelly was self-employed as a management consultant providing management and financial services, and prior to that time from 1990 was Senior Vice President and Chief Financial Officer of Triathlon Leasing Inc. Prior to 1990, Mr. Kelly held finance control related positions with various entities. Mr. Kelly serves on a number of other boards of directors. Mr. Kelly is a Chartered Accountant.

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Frank N.C. Lochan

Mr. Lochan held various executive positions with Brookfield from 1974 until his retirement in 2005, when he was Executive Vice-President, Taxation. Mr. Lochan is currently Chairman or Director of a number of Canadian and international companies operating in the investment management and insurance sectors, and serves on various committees of those companies. Mr. Lochan also has significant community involvement including his current role as a member of the Governance Committee of Oakville Hospital Foundation, and member of the Finance Committee of the Centre for Addiction and Mental Health Foundation. He is also a member of the Finance and Investment Committees at the Oakville Community Foundation. Mr. Lochan has also served as a member of the Advisory Board for the Master of Taxation programme at the University of Waterloo, and has been a periodic guest lecturer on taxation issues to Master of Technology Students at the University of Waterloo. Mr. Lochan is a Fellow of the Institute of Chartered Accountants of England and Wales, and of the Association of Certified Chartered Accountants. He is also a member of the Institute of Chartered Accountants of Ontario and of the Canadian Institute of Chartered Business Valuators. He has a Masters degree in Finance from the London School of Economics and a Masters degree in Taxation from the University of Waterloo.

The IRC will prepare a report, at least annually, of its activities for Unitholders which will be available to Unitholders at no cost on the Manager’s website at www.brookfieldim.com.

The annual fee payable to each member is anticipated to be $10,000. Expenses incurred by the members of the IRC in connection with performing their duties are also the responsibility of the investment funds, including the Fund.

Trustee

Brookfield Investment Management (Canada) Inc. (the “Trustee”) will act as trustee of the Fund pursuant to the provisions of the Declaration of Trust. The address of the Trustee is Brookfield Place, 181 Bay Street, Suite 300, P.O. Box 762, Toronto, Ontario M5J 2T3.

Pursuant to the Declaration of Trust, the Trustee is required to exercise its powers and discharge its duties honestly, in good faith and in the best interests of the Unitholders and to exercise the degree of care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. The Declaration of Trust provides that the Trustee will not be liable in carrying out its duties under the Declaration of Trust except in cases of willful misconduct, bad faith, negligence or the disregard of its obligations or duties or breach of its standard of care and duty. The Trustee and each of its directors, officers, and employees will be indemnified by the Fund for all liabilities and expenses reasonably incurred in connection with any action, suit or proceeding that is proposed or commenced or other claim that is made against the Trustee or any of its officers, directors or employees in the exercise of its duties under the Declaration of Trust, except those resulting from such person’s willful misconduct, bad faith, negligence, disregard of such person’s obligations or duties or breach of their standard of care in relation to the matter in respect of which indemnification is claimed.

Unless the Trustee resigns or is removed as described below, the Trustee will continue as trustee until the termination of the Fund. The Trustee or any successor trustee may resign upon 60 days’ written notice to Unitholders, and the Trustee is deemed to have resigned in certain circumstances, including if the Trustee becomes bankrupt or insolvent or in the event the Trustee ceases to (i) be resident in Canada for the purposes of the Tax Act, (ii) carry out its functions of managing the Fund in Canada, or (iii) exercise the main powers and discretions of the trustee in respect of the Fund in Canada. The Trustee may not be removed other than by an Extraordinary Resolution in the event the Trustee is in material breach or default of the provisions of the Declaration of Trust and, if capable of being cured, such breach or default had not been cured within 20 Business Days’ notice of such breach or default; provided that an affiliate of the Trustee may be appointed as trustee at any time. Any such resignation or removal shall become effective only upon the appointment of a successor trustee. If the Trustee resigns or is removed by Unitholders, its successor must be approved by Unitholders. If, after the resignation or removal of the Trustee, no successor has been appointed within 90 days, the Trustee or any Unitholder may apply to a court of competent jurisdiction for the appointment of a successor trustee. If a successor trustee is not appointed, the Fund shall be terminated.

The Trustee, in its capacity as Manager, is entitled to fees for its services under the Declaration of Trust as described under “Fees and Expenses” and will be reimbursed by the Fund for all reasonable costs and expenses incurred by the

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Trustee on behalf of the Fund. In the event the trustee is an affiliate of the Manager, no fees will be payable to the trustee for its services as trustee under the Declaration of Trust.

The services to be provided by the Trustee under the Declaration of Trust are not exclusive to the Fund and nothing in the Declaration of Trust prevents the Trustee from providing similar services to other investment funds and other clients (whether or not their activities are similar to those of the Fund) or from engaging in other activities.

Custodian

RBC Investor Services Trust (the “Custodian”) will be appointed custodian of the Fund pursuant to a custodian agreement (the “Custodian Agreement”). The Custodian’s principal place of business in respect of the Fund will be Toronto, Ontario.

In the Custodian Agreement, the Custodian will covenant, when carrying out its duties in respect of the safekeeping of and dealing with the assets of the Fund, to exercise, at a minimum, the degree of care, diligence and skill that a reasonably prudent person would exercise in the circumstances. The Custodian will agree to hold, or direct its sub-custodians to hold, for the account of the Fund, all securities, collateral security and other non-cash property (other than securities which are held in a book-based system). The Fund may employ sub-custodians as considered appropriate in the circumstances.

Pursuant to the Custodian Agreement, the Custodian will be indemnified out of the Fund’s assets in certain circumstances, including from and against any direct loss, liability, claim or expense (including reasonable legal counsel fees and disbursements) suffered or incurred by the Custodian arising from or in connection with the performance of its duties under the agreement except with respect to any costs, expenses, damages, liabilities and losses resulting primarily from breach of its standard of care, bad faith, willful default, fraud or negligence of the Custodian or any of its employees, directors or officers.

Registrar and Transfer Agent

Valiant Trust Company (the “Registrar and Transfer Agent”) will be appointed the registrar, transfer and distribution agent for the Units. The Registrar and Transfer Agent is located, and the register of Units is kept by the Registrar and Transfer Agent, in Toronto, Ontario.

Auditor

The auditor of the Fund is Deloitte LLP at its principal office located at Suite 1400, Brookfield Place, 181 Bay Street, Toronto, Ontario, M5J 2V1.

Promoter

The Manager has taken the initiative in organizing the Fund and accordingly may be considered to be a “promoter” of the Fund within the meaning of the securities legislation of certain provinces and territories of Canada. The Manager will receive fees from the Fund and will be entitled to reimbursement of reasonable expenses incurred in connection with the operation and management of the Fund as described under “Fees and Expenses”.

CALCULATION OF NET ASSET VALUE

The NAV of the Fund on a particular date will be equal to the aggregate fair value of the assets of the Fund less the aggregate fair value of the liabilities of the Fund expressed in Canadian dollars. The NAV per Unit on any day will be obtained by dividing the NAV of the Fund on such day by the number of Units then outstanding.

The NAV per Unit will be calculated as of 4:00 p.m. (Toronto time), or such other time as the Manager deems appropriate (the “Valuation Time”), on each Business Day and any other day on which the Manager elects, in its discretion, to calculate the NAV per Unit (each, a “Valuation Date”).

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Valuation Policies and Procedures of the Fund

In determining the NAV of the Fund at any time:

(i) the value of any cash on hand or on deposit, bill, demand note and account receivable, prepaid expense, distribution, dividend or other amount received (or declared to holders of record of securities owned by the Fund on a date before the Valuation Date as of which the net asset value is being determined, and to be received) and interest accrued and not yet received shall be deemed to be the full amount thereof provided that if the Manager has determined that any such deposit, bill, demand note, account receivable, prepaid expense, distribution, dividend or other amount received (or declared to holders of record of securities owned by the Fund on a date before the Valuation Date as of which the net asset value is being determined, and to be received) or interest accrued and not yet received is not otherwise worth the full amount thereof, the value thereof shall be deemed to be such value as the Manager determines to be the fair value thereof;

(ii) the value of any security that is listed or traded upon a stock exchange (or if more than one, on the principal stock exchange for the security, as determined by the Manager) and is freely transferable shall be determined by taking the latest available sale price or lacking any recent sales or any record thereof, at the “bid” price at the close of business on such day and if sold short at the “asked” price at the close of business on such day, plus, in the case of listed securities, for greater certainty, accrued interest, as calculated in accordance with market practice, as at the Valuation Date on which the net asset value is being determined, all as reported by any means in common use;

(iii) the value of any security traded over the counter which is freely transferable shall be valued at the “bid” price at the close of business on such day if held long by a major dealer or an independent pricing service, and at the “asked” price at the close of business on such day if held short by a major dealer or an independent pricing service, unless included in the NASDAQ National Market System, in which case they are valued based upon their sales price (if such prices are available);

(iv) the value of any security or other asset for which a market quotation is not readily available will be its fair value at the Valuation Time on the Valuation Date on which the net asset value is being determined as determined by the valuation agent, with input from the Manager (generally the valuation agent will value such security at cost until there is a clear indication of an increase or decrease in value);

(v) the value of all assets of the Fund, quoted or valued in terms of foreign currency, the value of all funds on deposit and contractual obligations payable to the Fund in foreign currency and the value of all liabilities and contractual obligations payable by the Fund in foreign currency shall be determined using the applicable rate of exchange current at, or as nearly as practicable to, the Valuation Time on the Valuation Date;

(vi) the value of any futures contract or forward contract shall be the gain or loss with respect thereto that would be realized if, at the Valuation Time on a Valuation Date, the position in the futures contract or the forward contracts, as the case may be, were to be closed out in accordance with its terms unless daily limits are in effect in which case fair value shall be based on the current market value of the underlying interest;

(vii) where a covered clearing corporation option, option on futures or over-the-counter option is written, the premium received by the Fund shall be reflected as a deferred credit which shall be valued at an amount equal to the current market value of the clearing corporation option, option on futures or over-the-counter option that would have the effect of closing the position. Any difference resulting from revaluation of such options shall be treated as an unrealized gain or loss on investment. The deferred credit shall be deducted in arriving at the Net Asset Value. The securities which are the subject of a written clearing corporation option, or over-the-counter option shall be valued at their current market value;

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(viii) the value of any swaps will be valued at a rate, determined at the Valuation Time on the Valuation Date provided by a pricing source selected by the Manager;

(ix) the value of any investment in an investment fund (excluding those that trade on a stock exchange) will be valued at the net asset value of the holding in such investment fund as provided by such investment fund at, or as nearly practicable to, the Valuation Time on the Valuation Date;

(x) short term investments shall be valued at cost plus accrued interest which approximates fair value; and

(xi) listed securities subject to a hold period will be valued as described above with an appropriate discount as determined by the Manager and investments in private companies and other assets for which no published market exists will be valued at fair market value as determined by the Manager.

If a security cannot be valued under the foregoing principles or if the foregoing principles are at any time considered by the Manager to be inappropriate under the circumstances for any reason, then notwithstanding such principles, the Manager, as the case may be, may make such valuation as it considers fair and reasonable.

The valuation agent calculates the value of the Fund’s securities for which there exists a published market on the basis of quoted prices in such market. For this purpose, a published market means any market on which such securities are traded if the prices are regularly published in a newspaper or business or financial publication of general and regular paid circulation. The process of valuing investments for which no published market exists is based on inherent uncertainties and the resulting values may differ from values that would have been used had a ready market existed for the investments and may differ from the prices at which the investments may be sold.

The NAV of the Fund and NAV per Unit will be calculated in accordance with the rules and policies of the Canadian Securities Administrators or in accordance with any exemption therefrom that the Fund may obtain. The NAV per Unit determined in accordance with the principles set out above may differ from net assets per Unit determined under Canadian generally accepted accounting principles.

For financial statement reporting purposes, the fair value of the Fund’s investments are measured in accordance with CICA Handbook Section 3855: Financial Instruments – Recognition and Measurement, which for publicly listed securities is based on the closing bid price for securities held long and closing ask price for securities held short on the recognized stock exchange on which the investments are listed or principally traded. Pursuant to NI 81-106, the net asset value of investment funds is calculated based on the fair value of investments using the closing or last trade price. The net assets per Unit for financial reporting purposes and NAV per Unit for redemption purposes could be different due to the use of different valuation techniques.

Reporting of Net Asset Value

The NAV of the Fund and the NAV per Unit will be calculated as of the Valuation Time on each Valuation Date. Such information will be provided by the Manager to Unitholders at no cost via the Internet at www.brookfieldim.com.

ATTRIBUTES OF THE UNITS

Description of the Units Distributed

The Fund is authorized to issue an unlimited number of Units. Except as provided under “Non-Resident Unitholders” below, all Units have equal rights and privileges. Each Unit is entitled to one vote at all meetings of Unitholders and is entitled to participate equally with respect to any and all distributions made by the Fund, including distributions of net income and net realized capital gains, and distributions upon the termination of the Fund. Units are issued only as fully paid and are non-assessable.

The Declaration of Trust provides that the Fund may not issue additional Units following the issuance of Units on the Closing Date except: (i) at a price that yields net proceeds of not less than 100% of the NAV per Unit calculated

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as of the close of business on the Business Day immediately prior to the pricing of such offering; (ii) by way of Unit distributions; or (iii) with the approval of Unitholders.

Immediately after a pro rata distribution of Units to all Unitholders in satisfaction of any non-cash distribution, the number of outstanding Units will be consolidated such that each Unitholder will hold, after the consolidation, the same number of Units as the Unitholder held before the non-cash distributions, except in the case of a non-resident Unitholder to the extent tax was required to be withheld in respect of the distribution. Subject to the foregoing, the Fund may also allot and issue Units or other securities at such time or times and in such manner as the Manager in its sole discretion shall determine.

Registration and Redemption of Units

Registration of interests in, and transfers of, the Units will be made only through the book-entry only system of CDS. On the Closing Date, the Fund will deliver to CDS a global certificate evidencing the aggregate number of Units subscribed for under the Offering registered only to CDS or its nominees. Units must be purchased, transferred and surrendered for redemption only through a CDS Participant. All rights of an owner of Units must be exercised through, and all payments or other property to which such owner is entitled will be made or delivered by, CDS or the CDS Participant through which the owner holds such Units. Upon purchase of any Units, the beneficial owner will receive only a customer confirmation from the registered dealer from or through whom the Units were purchased and will not be entitled to a physical certificate evidencing the person’s interest or ownership. References in this prospectus to a holder of Units means, unless the context otherwise requires, the owner of the beneficial interest in such Units.

The Fund, the Manager, the Investment Manager and the Agents will not have any liability for (i) records maintained by CDS relating to the beneficial interests in the Units or the book-based entry accounts maintained by CDS; (ii) maintaining, supervising or reviewing any records relating to such beneficial ownership interests; or (iii) any advice or representation made or given by CDS and made or given with respect to the rules and regulations of CDS or any action taken by CDS or at the direction of the CDS Participants.

The ability of a beneficial owner of Units to pledge such Units or otherwise take action with respect to such owner’s interest in such Units (other than through a CDS Participant) may be limited due to the lack of a physical certificate.

A holder of Units who desires to exercise redemption privileges must do so by causing the CDS Participant through which he or she holds his or her Units to deliver to CDS at its office in the City of Toronto on behalf of the holder, a written notice of the holder’s intention to redeem Units by no later than 5:00 p.m. (Toronto time) on the applicable notice date described above. A holder of Units who desires to redeem Units should ensure that the CDS Participant is provided with notice of his or her intention to exercise his or her redemption right sufficiently in advance of the deadline so as to permit the CDS Participant to deliver a notice to CDS by 5:00 p.m. (Toronto time) on the notice date described above.

By causing a CDS Participant to deliver to CDS a notice of the holder’s intention to redeem Units, the holder of Units will be deemed to have irrevocably surrendered his or her Units for redemption and appointed such CDS Participant to act as his or her exclusive settlement agent with respect to the exercise of such redemption privilege and the receipt of payment in connection with the settlement of obligations arising from such exercise, provided that the Manager may from time to time permit the withdrawal of a redemption notice on such terms and conditions as the Manager may determine, in its sole discretion, provided that such withdrawal will not adversely affect the Fund. Any expense associated with the preparation and delivery of the redemption notice will be for the account of the holder of Units exercising the redemption privilege.

Any redemption notice that CDS determines to be incomplete, not in proper form or not duly executed will, for all purposes, be void and of no effect and the redemption privilege to which it relates will be considered, for all purposes, not to have been exercised thereby. A failure by a CDS Participant to exercise redemption privileges or to give effect to the settlement thereof in accordance with a holder’s instructions will not give rise to any obligations or liability on the part of the Fund or the Manager to the CDS Participant or the Holder.

The Manager may, without the approval of Holders, change the redemption rights attached to the Units on not less than 30 days’ notice to Holders by increasing the number of times in each year that Units may be redeemed by Holders (at a redemption price per Units to be determined by the Manager), so long as such change does not result in

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the Fund being a mutual fund for securities law purposes and provided that no such change may be made without Holder approval if it would eliminate the rights of Holders to redeem their Units on a Monthly Redemption Date.

Purchase for Cancellation or Resale

Subject to applicable law, the Fund may at any time or times purchase Units for cancellation at prices per Unit not exceeding the NAV per Unit on the Business Day immediately prior to such purchase up to a maximum in any 12 month period of 10% of the outstanding public float of Units.

Non-Resident Unitholders

At no time may persons who are non-residents of Canada for purposes of the Tax Act and/or partnerships that are not Canadian partnerships within the meaning of the Tax Act (or any combination thereof) (collectively, “non-residents”) be the beneficial owners of a majority of the Units. The Manager may require declarations as to the jurisdictions in which a beneficial owner of Units is resident and, if a partnership, its status as a Canadian partnership. If the Manager becomes aware, as a result of requiring such declarations as to beneficial ownership or otherwise, that the beneficial owners of 40% of the Units then outstanding are, or may be, non-residents, or that such a situation is imminent, the Manager may make a public announcement thereof. If the Manager determines that more than 40% of the Units are beneficially held by non-residents, or that such a situation is imminent, the Manager may send a notice to such non-resident Unitholders, chosen in inverse order to the order of acquisition or in such manner as the Manager may consider equitable and practicable, requiring them to dispose of their Units or a portion thereof within a specified period of not less than thirty (30) days to residents of Canada or partnerships which are “Canadian partnerships” for purposes of the Tax Act. If the Unitholders receiving such notice have not disposed of the specified number of Units or provided the Manager with satisfactory evidence that they are not non-residents within such period, the Manager may, on behalf of such Unitholders, dispose of such Units and, in the interim, shall suspend the voting and distribution rights attached to such Units. Upon such disposition, the affected Unitholders shall cease to be beneficial holders of Units and their rights shall be limited to receiving the net proceeds of disposition of such Units.

Notwithstanding the foregoing, the Manager may determine not to take any of the actions described above if the Manager has been advised by legal counsel that the failure to take any of such actions would not adversely impact the status of the Fund as a mutual fund trust for purposes of the Tax Act or, alternatively, may take such other action or actions as may be necessary to maintain the status of the Fund as a mutual fund trust for purposes of the Tax Act.

UNITHOLDER MATTERS

Meetings of Unitholders

A meeting of Unitholders may be convened by the Manager by a written requisition specifying the purpose of the meeting and must be convened if requisitioned by Unitholders holding not less than 10% of the Units then outstanding by a written requisition specifying the purpose of the meeting. Not less than 21 days’ and not more than 50 days’ notice will be given of any meeting of Unitholders. The quorum at any meeting of all Unitholders is one Unitholder present in person or represented by proxy holding 10% of the Units except for the purpose of any meeting called to consider item (d) below under “Matters Requiring Unitholder Approval” in which case the quorum shall be Unitholder(s) holding 15% of the outstanding Units. If no quorum is present at such meeting when called, the meeting, if called on the requisition of Unitholders, will be terminated and otherwise will be adjourned for not less than 10 days and at the adjourned meeting the Unitholders then present in person or represented by proxy will form the necessary quorum. At any meeting of Unitholders, each Unitholder will be entitled to one vote for each Unit registered in the Unitholder’s name.

The Fund will not hold annual meetings of Unitholders.

Matters Requiring Unitholder Approval

Pursuant to the Declaration of Trust, the following matters require the approval of Unitholders by resolution passed by at least 662/3% of the votes cast at a meeting called and held for such purpose (an “Extraordinary Resolution”),

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other than item (f), which requires approval of Unitholders by a simple majority vote at a meeting called and held for such purpose (an “Ordinary Resolution”):

(a) a change in the investment objectives of the Fund as described under “Investment Objectives”;

(b) a change in the investment restrictions of the Fund as described under “Investment Restrictions”;

(c) any change in the basis of calculating fees or other expenses that are charged to the Fund which could result in an increase in charges to the Fund other than a fee or expense charged by a person or company that is at arm’s length to the Fund;

(d) except as described under “Organization and Management Details of the Fund – The Manager”, a change in the manager of the Fund, other than a change resulting in an affiliate of such person assuming such position;

(e) except as described under “Organization and Management Details of the Fund – The Trustee”, a change in the trustee of the Fund other than a change resulting in an affiliate of the Manager being appointed as trustee of the Fund;

(f) a change in the auditors of the Fund;

(g) a reorganization (other than a Permitted Merger (as defined herein)) with, or transfer of assets to, a mutual fund trust, if

(i) the Fund ceases to continue after the reorganization or transfer of assets; and

(ii) the transaction results in Unitholders becoming securityholders in the mutual fund trust;

(h) a reorganization (other than a Permitted Merger) with, or acquisition of assets of, a mutual fund trust, if

(i) the Fund continues after the reorganization or acquisition of assets;

(ii) the transaction results in the securityholders of the mutual fund trust becoming Unitholders of the Fund; and

(iii) the transaction would be a significant change to the Fund;

(i) a termination of the Fund, other than as described under “Termination of the Fund” or in connection with a Permitted Merger;

(j) an amendment, modification or variation in the provisions or rights attaching to the Units;

(k) the issuance of additional Units following the issuance of Units on the Closing Date, other than: (i) for net proceeds not less than 100% of the NAV per Unit calculated as of the close of business on the Business Day immediately prior to the pricing of such offering; (ii) by way of Unit distribution or (iii) pursuant to the Reinvestment Plan; and

(l) a reduction in the frequency of calculating the NAV per Unit.

In addition, the Manager may, without obtaining Unitholder approval, merge the Fund (a “Permitted Merger”) with another fund or funds, provided that:

(a) the fund(s) with which the Fund is merged must be managed by the Manager or an affiliate of the Manager (the “Affiliated Fund(s)”);

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(b) Unitholders are permitted to redeem their Units at a redemption price equal to 100% of the NAV per Unit, less any costs of funding the redemption, including commissions prior to the effective date of the merger;

(c) the funds being merged have similar investment objectives as set forth in their respective declarations of trust, as determined in good faith by the Manager in its sole discretion;

(d) the Manager must have determined in good faith that there will be no increase in the management expense ratio borne by the Unitholders as a result of the merger;

(e) the merger of the funds is completed on the basis of an exchange ratio determined with reference to the net asset value per unit of each fund; and

(f) the merger of the funds must be capable of being accomplished on a tax-deferred rollover basis for Unitholders of the Fund.

If the Manager determines that a merger is a Permitted Merger, the Manager can effect the merger, including any required changes to the Declaration of Trust, without seeking Unitholder approval for the merger or such amendments. If a decision is made to merge, the Manager will issue a press release at least 30 Business Days prior to the proposed effective date thereof disclosing details of the proposed merger and will comply with all applicable laws including the requirements of the TSX concerning mergers involving listed investment funds. While the funds to be merged will have similar investment objectives, the funds may have different investment strategies, guidelines and restrictions and, accordingly, the units of the merged funds will be subject to different risk factors.

The Unitholders will also be permitted to vote on any modification, amendment, alteration or deletion of rights, privileges or restrictions attaching to the Units which would have a material adverse effect on the interest of the Unitholders. No amendment may be made to the Declaration of Trust which would have the effect of reducing the expenses reimbursable to the Manager.

Amendments to the Declaration of Trust

Pursuant to the Declaration of Trust, the Manager is entitled, without the consent of the Unitholders, to make all such amendments to the Declaration of Trust as the Manager believes are necessary or desirable for the purpose of: (i) making any change or correction which is of a typographical nature or is required to cure or correct a clerical omission, mistake or manifest error contained therein, (ii) amending the existing provisions or adding any provisions which are for the protection or benefit of the Unitholders, (iii) curing an ambiguity or correcting any administrative difficulty in the Declaration of Trust, (iv) supplementing any provision which may be defective or inconsistent with another provision, (v) maintaining the status of the Fund as a “unit trust” and a “mutual fund trust” for the purposes of the Tax Act or to respond to amendments to the Tax Act or to the interpretation thereof, (vi) complying with applicable law including the rules and policies of Canadian securities regulatory authorities, (vii) conforming the Declaration of Trust with current market practice within the securities or investment funds industries, (viii) changing the name of the Fund, (ix) adding additional redemption rights; and (x) removing any conflict or any inconsistencies which may exist between any of the terms of the Declaration of Trust and any provisions of any applicable law, subject to the restriction set forth under “Redemption of Units – Exercise of Redemption Rights”.

Any amendments made by the Manager without the consent of Unitholders must be disclosed in the next regularly scheduled report to Unitholders. Such amendments may be made only if they will not materially adversely affect the interest of any Unitholder.

The Manager may also amend the Declaration of Trust without the consent of the Unitholders for the purpose of removing any conflicts or other inconsistencies which may exist between the Declaration of Trust and applicable law, changing the Fund’s taxation year-end as permitted under the Tax Act or providing the Fund with the right to acquire Units from any Unitholder for the purpose of maintaining the status of the Fund as a “mutual fund trust” for purposes of the Tax Act.

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Reporting to Unitholders

The Fund will furnish to Unitholders such financial statements of the Fund (including interim unaudited and annual audited financial statements, accompanied by management reports of fund performance) and other reports as are from time to time required by applicable law, including prescribed forms needed for the completion of Unitholders’ tax returns under the Tax Act and equivalent provincial legislation.

The Fund will comply with all of the continuous disclosure requirements applicable to it as a reporting issuer under applicable securities laws. Prior to any meeting of Unitholders, the Fund will provide to Unitholders (along with notice of such meeting) all such information as is required by applicable law to be provided to Unitholders.

Accounting and Reporting

The fiscal year of the Fund will be the calendar year. The annual financial statements of the Fund which shall be audited by the auditors of the Fund will be prepared in accordance with Canadian generally accepted accounting principles (“GAAP”), however, the Fund may be required to or may choose to adopt International Financial Reporting Standards, in which case GAAP will be deemed to be the International Financial Reporting Standards as published by the International Accounting Standards Board, or any successor accounting standards board, in each case, applicable as at the date on which such calculation is made or required to be made in accordance with such generally accepted accounting principles. The auditors will be asked to report on the fair presentation of the annual financial statements in accordance with GAAP. The Manager will ensure that the Fund complies with all applicable reporting and administrative requirements, including preparing and issuing unaudited interim financial statements.

The Manager will keep adequate books and records reflecting the activities of the Fund. A Unitholder or his or her duly authorized representative will have the right to examine the books and records of the Fund during normal business hours at the offices of the Manager. Notwithstanding the foregoing, a Unitholder shall not have access to any information that, in the opinion of the Manager, should be kept confidential in the interests of the Fund.

TERMINATION OF THE FUND

The Fund does not have a fixed termination date. Pursuant to the Declaration of Trust, the Fund may be terminated at any time by the Manager provided that the prior approval of Unitholders has been obtained by a majority vote at a meeting of Unitholders called for that purpose; provided, however, that the Manager may, in its discretion, on not less than 30 days’ notice to Unitholders by way of a press release, terminate the Fund without the approval of Unitholders if, in the opinion of the Manager, it is no longer economically practical to continue the Fund or it would be in the best interests of the Fund.

Upon termination, the net assets of the Fund will be distributed to Unitholders on a pro rata basis. Immediately prior to the termination of the Fund, including on the termination date, the Manager will, to the extent possible, convert the assets of the Fund to cash and after paying or making adequate provision for all of the Fund’s liabilities, distribute the net assets of the Fund to the Unitholders as soon as practicable after the date of termination. Any unliquidated assets may be distributed in specie rather than in cash, subject to compliance with any securities or other laws applicable to such distributions.

USE OF PROCEEDS

The Fund will use the net proceeds from the sale of Units as follows:

Maximum Offering(1)(2)Minimum Offering(1)

Gross Proceeds to the Fund

$350,000,000 $100,000,000

Agents’ fees(3)

$18,375,000 $5,250,000

Expenses of the Offering(3)

$800,000 $800,000

Net proceeds to the Fund(3)

$330,825,000 $93,950,000

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Notes:

(1) There will be no Closing unless a minimum of 10,000,000 Units are sold. If subscriptions for a minimum of 10,000,000 Units have not been received within 90 days following the date of issuance of a receipt for this prospectus, this Offering may not continue without the consent of the securities authorities and those who have subscribed on or before such date.

(2) The Fund has granted the Agents an Over-Allotment Option, exercisable for a period of 30 days following the Closing, to purchase additional Units in an amount up to 15% of the aggregate number of Units issued at the Closing on the same terms as set forth above. If the Over-Allotment is exercised in full, under the maximum Offering, the price to the public, the Agents’ fees and the net proceeds to the Fund before deducting the expenses of the Offering will be $402,500,000, $21,131,250 and $381,368,750, on the exercise of the Over-Allotment Option. A purchaser who acquires Units forming part of the over-allocation position acquires those Units under this prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. See “Plan of Distribution”.

(3) Subject to a maximum of 1.5% of the gross proceeds of the Offering.

The net proceeds from the Offering, after payment of the Agents’ fees and the Offering expenses, will be used by the Fund to invest in the Portfolio.

PLAN OF DISTRIBUTION

Pursuant to the Agency Agreement, the Agents have agreed to conditionally offer the Units for sale, as agents of the Fund, on a best efforts basis, if, as and when issued by the Fund. The Agents will receive a fee equal to $0.525 per Unit sold and will be reimbursed for reasonable out-of-pocket expenses incurred by them. The Agents may form a sub-agency group including other qualified investment dealers and determine the fee payable to the members of such group, which fee will be paid by the Agents out of their fees. While the Agents have agreed to use their best efforts to sell the Units offered hereby, the Agents will not be obligated to purchase Units that are not sold.

The Offering price of $10.00 per Unit was established by negotiation between the Agents and the Manager.

The Fund has granted the Agents an option (the “Over-Allotment Option”), exercisable for a period of 30 days following the Closing, to purchase additional Units in an amount up to 15% of the aggregate number of Units issued at the Closing on the same terms set forth above. If the Over-Allotment Option is exercised in full, under the maximum Offering, the price to the public, the Agents’ fees and the net proceeds to the Fund before deducting the expenses of the Offering, will be $402,500,000, $21,131,250 and $381,368,750, respectively, in respect of the Units. This prospectus also qualifies the grant of the Over-Allotment Option and the distribution of the Units issuable on the exercise of the Over-Allotment Option. A purchaser who acquires Units forming part of the Over-Allotment Option acquires those Units under this prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases.

If subscriptions for a minimum of 10,000,000 Units have not been received within 90 days following the date of issuance of a final receipt for this prospectus, the Offering may not continue without the consent of the securities authorities and those who have subscribed for Units on or before such date. Under the terms of the Agency Agreement, the Agents may, at their discretion on the basis of their assessment of the state of the financial markets and upon the occurrence of certain stated events, terminate the Agency Agreement. Proceeds from subscriptions will be held by the Agents until Closing. If the minimum Offering is not achieved and the necessary consents are not obtained or if the Closing does not occur for any reason, subscription proceeds received from prospective purchasers will be held in trust by the applicable Agent and will be returned to such purchasers promptly without interest or deduction. Subscriptions for Units will be received subject to rejection or allotment in whole or in part. The right is reserved to close the subscription books at any time without notice. Closing is expected to take place on or about July 18, 2013, or such later date that is on or before August 20, 2013, as may be agreed upon by the Fund and the Agents. The Agents may over-allot and effect transactions to cover their over-allotted position. The TSX has conditionally approved the listing of the Units. The listing is subject to the Fund fulfilling all of the TSX requirements on or before September 12, 2013, including distribution of Units to a minimum number of public holders.

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Registration of interests in and transfers of Units will only be made through book-entry only system administered by CDS. At Closing, only a book-entry global certificate representing the Units will be issued in registered form to CDS or its nominee and will be deposited with CDS on the Closing Date.

Any purchase or transfer of Units must be made through CDS Participants. Indirect access to the CDS book-entry only system is also available to other institutions that maintain custodial relationships with a CDS Participant, either directly or indirectly. Each purchaser of a Unit will receive a customer confirmation of purchase from the CDS Participant from whom such Unit is purchased in accordance with the practices and procedures of such CDS Participant.

This prospectus qualifies the distribution by the Fund of the Units. Purchases of Units are subject to certain ownership restrictions as set out in the Declaration of Trust. See “Attributes of Unit – Non-Resident Unitholders”.

Pursuant to policy statements of certain Canadian securities regulators, the Agents may not, throughout the period of distribution, bid for or purchase Units. The foregoing restriction is subject to certain exceptions, on the conditions that the bid or purchase not be engaged in for the purpose of creating actual or apparent active trading in, or raising the price of Units. Such exceptions include a bid or purchase permitted under applicable by-laws and rules of the relevant self-regulatory authorities relating to market stabilization and passive market making activities and a bid or purchase made for and on behalf of a customer where the order was not solicited during the period of distribution. Pursuant to the first mentioned exception, in connection with the Offering, the Agents may over-allot and may effect transactions to cover their over-allotted position. Such transactions, if commenced, may be discontinued at any time.

Pursuant to the Agency Agreement, the Fund and the Manager have agreed to indemnify the Agents and their controlling persons, directors, officers and employees against certain liabilities.

INTEREST OF MANAGER AND OTHERS IN MATERIAL TRANSACTIONS

The Manager will receive the fees described under “Fees and Expenses” for its services to the Fund and will be reimbursed by the Fund for all expenses incurred in connection with the operation and administration of the Fund.

PROXY VOTING DISCLOSURE FOR PORTFOLIO SECURITIES HELD

The proxies associated with the Portfolio Securities will be voted by the Investment Manager in accordance with the Investment Manager’s proxy voting policy (the “Proxy Voting Policy”). The Investment Manager’s internal proxy voting committee (the “Committee”) is responsible for overseeing the proxy voting process. The Investment Manager may retain an independent third party proxy voting agent to assist the Investment Manager in its proxy voting responsibilities. The Committee shall oversee the proxy voting agent’s compliance with the Proxy Voting Policy, including any deviations by the proxy voting agent from the proxy voting guidelines (the “Guidelines”). The objective in voting is to support proposals and director nominees that maximize the value of the Fund’s investments and those of its Unitholders. In evaluating proxy proposals, information from many sources will be considered, including management or shareholders of a company presenting a proposal and independent proxy research services. Substantial weight will be given to the recommendations of a company’s board, absent Guidelines or other specific facts that would support a vote against management. The Guidelines address the following circumstances: election of directors; contested director elections; classified boards; director/officer indemnification; director ownership; approval of independent auditors; stock based compensation plans; bonus plans; employee stock purchase plans; executive severance agreements; shareholder rights plans; defences; cumulative voting; voting requirements matters related to shareholder meetings, among others.

While serving as a framework, the Proxy Voting Policy cannot contemplate all possible proposals with which the Fund may be presented. In the absence of a specific guideline for a particular proposal (e.g., in the case of a transactional issue or contested proxy), the Investment Manager will evaluate the issue and cast the Fund’s vote in a manner that, in the Investment Manager’s view, will maximize the value of the Fund’s investment.

The Investment Manager seeks to avoid material conflicts of interest between the interests of the Investment Manager and its clients by maintaining separate investment decision-making and proxy voting decision-making

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processes. To further minimize possible conflicts of interests, the Investment Manager employs the following procedures on matters that it considers might present a material conflicts of interest, as long as it determines that the course of action is consistent with the best interests of the Unitholders: (i) if the proposal that gives rise to a material conflict is specifically addressed in the Proxy Voting Policy, the Investment Manager will vote the portfolio proxy in accordance with the Proxy Voting Policy, provided that it does not provide discretion to the Investment Manager on how to vote on the matter; or (ii) if the previous procedure does not provide an appropriate voting recommendation, the Investment Manager may retain an independent fiduciary for advice on how to vote the proposal or it may abstain from voting on the particular proposal.

The current Proxy Voting Policy and procedures of the Investment Manager are available to Unitholders at no cost on the Internet at www.brookfieldim.com.

The Fund’s proxy voting record for the annual period from July 1 to June 30 will be available at any time after August 31 following the end of that annual period, to any Unitholder on request, at no cost, and will also be available on the Internet at www.brookfieldim.com. Information contained on the Manager’s website is not part of this prospectus and is not incorporated herein by reference.

MATERIAL CONTRACTS

The following contracts can reasonably be regarded as material to purchasers of Units:

(i) the Declaration of Trust;

(ii) the Agency Agreement;

(iii) the Investment Management Agreement; and

(iv) the Custodian Agreement.

Copies of the foregoing documents, after the execution thereof, may be inspected during business hours at the principal office of the Fund during the course of distribution of the Units offered hereby. Any of the foregoing contracts that are not executed prior to the filing of this prospectus will be filed with the securities regulatory authorities forthwith after such contract is entered into.

RELATIONSHIP BETWEEN INVESTMENT FUND AND AGENT

Brookfield Financial Corp. (“BFC”) will act as one of the Agents in respect of the Offering. BFC and the Manager are affiliates of one another and are 100% owned by Brookfield. Accordingly, the Fund may be considered a “related issuer” and a “connected issuer” of BFC within the meaning of applicable securities laws. BFC, as Agent, is entitled to receive certain fees from the Manager as described under “Fees and Expenses”. BFC played no direct role in the formation of the Fund or in the decision to offer Units nor have a direct role in determining the terms of the Offering.

EXPERTS

The matters referred to under “Income Tax Considerations” and certain other legal matters relating to the securities offered hereby will be passed upon by Blake, Cassels & Graydon LLP, on behalf of the Fund and Osler, Hoskin & Harcourt LLP, on behalf of the Agents.

The Fund’s auditors, Deloitte LLP, have audited the statement of financial position contained herein. Deloitte LLP has advised that they are independent with respect to the Fund within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of Ontario.

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PURCHASERS’ STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces and territories of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces and territories, the securities legislation further provides a purchaser with remedies for rescission, or in some jurisdictions revisions of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revisions of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for the particulars of these rights or consult with a legal adviser.

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INDEPENDENT AUDITOR’S REPORT

To the Trustee of Brookfield Global Infrastructure Securities Income Fund We have audited the accompanying financial statement of Brookfield Global Infrastructure Securities Income Fund, which comprises the statement of financial position as at June 24, 2013 and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of this financial statement in accordance with Canadian generally accepted accounting principles, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statement is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statement. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statement, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statement in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, this financial statement presents fairly, in all material respects, the financial position of the Brookfield Global Infrastructure Securities Income Fund as at June 24, 2013 in accordance with Canadian generally accepted accounting principles. (signed) Deloitte LLP Chartered Professional Accountants, Chartered Accountants Licensed Public Accountants June 24, 2013

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BROOKFIELD GLOBAL INFRASTRUCTURE SECURITIES INCOME FUND STATEMENT OF FINANCIAL POSITION

As at June 24, 2013

Actual

ASSETS Cash $10.00 Investment in portfolio securities - TOTAL $10.00 UNITHOLDER’S EQUITY Unitholder’s Equity (1 Unit) (Note 1) $10.00 NET ASSET VALUE PER UNIT $10.00

Approved by the Manager:

BROOKFIELD INVESTMENT MANAGEMENT (CANADA) INC.

(SIGNED) GEORGE MYHAL President and Chief Executive Officer

(SIGNED) JONATHAN TYRAS Chief Financial Officer, Treasurer and Secretary

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BROOKFIELD GLOBAL INFRASTRUCTURE SECURITIES INCOME FUND NOTES TO STATEMENT OF FINANCIAL POSITION

June 24, 2013

1. ORGANIZATION AND UNITHOLDER’S EQUITY

Brookfield Global Infrastructure Securities Income Fund (the “Fund”) was established under the laws of the Province of Ontario by a declaration of trust made as of June 24, 2013. The Fund will invest in a portfolio comprised primarily of equity securities of publicly-traded global infrastructure companies that own and operate infrastructure assets (the “Portfolio”). The manager and the trustee of the Fund is Brookfield Investment Management (Canada) Inc. (the “Manager”). The Fund is authorized to issue an unlimited number of transferable units of the Fund (the “Units”). On June 24, 2013, the Fund issued one Unit to the trustee of the Fund for $10.00 cash. The statement of financial position has been prepared in accordance with Canadian generally accepted accounting principles.

2. MANAGEMENT FEES AND OTHER EXPENSES

The Manager is entitled to receive an annual management fee equal to 1.25% per annum of the net asset value of the Fund, calculated daily and payable monthly in arrears, plus applicable taxes.

The Manager will receive from the Fund, for each fiscal year of the Fund, a performance fee (the “Performance Fee”). The Performance Fee shall be calculated and accrued monthly and paid annually. The amount of the Performance Fee shall be determined as of December 31 of each year (the “Determination Date”). The Performance Fee for a given year will be equal to 20% of the amount by which the sum of (i) the NAV per Unit (calculated without taking into account the Performance Fee) at the end of such year; plus (ii) distributions paid on such Units during such year, exceeds 106% of the Threshold Amount (the “Hurdle Rate”), plus applicable taxes. The Threshold Amount will be the greater of: (i) $10.00; and (ii) the NAV per Unit on the Determination Date in the last fiscal year in which a Performance Fee was paid (after payment of such Performance Fee).

Upon the redemption of Units, the Manager will also receive, if earned, a performance fee determined as though the redemption date of any Units so redeemed was, with respect to such Units only, the Determination Date. Any Performance Fee so determined, plus applicable taxes, shall be payable to the Manager on such date.

For the period from the Closing Date to December 31, 2013 and in respect of redemption of Units occurring during any year, the Hurdle Rate will be reduced proportionately to reflect the number of days remaining in the year from that date to December 31 of that year. In the event that after the Closing new Units are issued, the Hurdle Rate applicable to the Performance Fee payable with respect to those Units will be reduced proportionately to reflect the number of days remaining in that year and the Threshold Amount in respect of such Units for that year will be the greater of: (i) the NAV of the Units on their date of issue; and (ii) the then current Threshold Amount.

The Fund will pay for all expenses incurred in connection with its operation and administration including commissions and other costs of portfolio transactions and any extraordinary expenses which it may incur from time to time.

3. SUBSEQUENT EVENT NOTE

The Fund, the investment manager of the Fund and the Manager have entered into an agency agreement with RBC Dominion Securities Inc., CIBC World Markets Inc., Scotia Capital Inc., TD Securities Inc., BMO Nesbitt Burns Inc., National Bank Financial Inc., GMP Securities L.P., Raymond James Ltd., Canaccord Genuity Corp., Brookfield Financial Corp., Desjardins Securities Inc., Haywood Securities Inc., Macquarie Private Wealth Inc. and Manulife Securities Incorporated (collectively, the “Agents”) dated as of June 24, 2013 pursuant to which the Fund has agreed to create, issue and sell, and the Agents have agreed to offer for sale to the public, a minimum of 10,000,000 Units and a maximum of 35,000,000 Units at $10.00 per Unit (the “Offering”). In consideration for their services in connection with the Offering, the Agents will be paid a fee of $0.525 per Unit.

As set forth in this prospectus, the Fund proposes to issue a minimum of 10,000,000 Units and a maximum of 35,000,000 Units at a price of $10.00 per Unit. The Fund has granted to the Agents an option exercisable for a

F-4

period of 30 days following the closing of the Offering to purchase additional Units in an amount up to 15% of the aggregate number of Units issued at the closing of the Offering on the same terms as the Offering to cover over-allotments, if any.

C-1

CERTIFICATE OF THE ISSUER, THE MANAGER AND THE PROMOTER

Dated: June 24, 2013

This prospectus constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by the securities legislation of each of the provinces and territories of Canada.

BROOKFIELD INVESTMENT MANAGEMENT (CANADA) INC. (as Trustee, Manager, Promoter and on behalf of the Fund)

(SIGNED) GEORGE MYHAL Chief Executive Officer

(SIGNED) JONATHAN TYRAS Chief Financial Officer

On behalf of the Board of Directors of Brookfield Investment Management (Canada) Inc.

(SIGNED) KIM G. REDDING Director

(SIGNED) GAIL CECIL Director

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CERTIFICATE OF THE AGENTS

Dated: June 24, 2013

To the best of our knowledge, information and belief, this prospectus constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by the securities legislation of each of the provinces and territories of Canada.

RBC DOMINION SECURITIES INC. CIBC WORLD MARKETS INC.

(SIGNED) EDWARD V. JACKSON (SIGNED) MICHAEL D. SHUH

SCOTIA CAPITAL INC. TD SECURITIES INC.

(SIGNED) BRIAN D. MCCHESNEY (SIGNED) CAMERON GOODNOUGH

BMO NESBITT BURNS INC. NATIONAL BANK FINANCIAL INC.

(SIGNED) ROBIN G. TESSIER (SIGNED) TIMOTHY D. EVANS

GMP SECURITIES L.P. RAYMOND JAMES LTD.

(SIGNED) NEIL SELFE (SIGNED) J. GRAHAM FELL

CANACCORD GENUITY

CORP.

(SIGNED) RON SEDRAN

BROOKFIELD

FINANCIAL CORP. DESJARDINS

SECURITIES INC. HAYWOOD SECURITIES

INC. MACQUARIE

PRIVATE

WEALTH INC.

MANULIFE

SECURITIES

INCORPORATED

(SIGNED) MARK

MURSKI (SIGNED)BETH A. SHAW (SIGNED) ROBERT C.

BLANCHARD (SIGNED) BRENT

LARKAN (SIGNED) DAVID

MACLEOD

19OCT201018245244