Item 4. Principal Accountant Fees and Services.
The aggregate fees billed by the Registrants independent registered public accounting firm, Deloitte & Touche LLP (Deloitte), for
the most recent fiscal year for professional services rendered for the audit of the Registrants annual financial statements and the review of financial statements that are included in the Registrants annual and semi-annual reports to
shareholders (Audit Fees) were $52,000 and $62,500 for the fiscal years ended September 30, 2019 and September 30, 2018, respectively.
The aggregate Audit-Related Fees billed by Deloitte to the Registrant in the fiscal years ended September 30, 2019 and September 30, 2018 were
$10,500 and $0, respectively, for services rendered for assurance and related services that are reasonably related to the performance of the audit or review of the Registrants financial statements but are not reported as Audit Fees
(Audit-Related Fees). The Audit-Related Fees listed in this Item 4(b) are related to agreed-upon procedures performed during the initial and secondary offerings of the Registrant and the issuance of consents by Deloitte with respect to
corresponding registration statement filings.
For the Registrants two most recent fiscal years, there were no Audit-Related Fees billed by Deloitte
for engagements related directly to the operations and financial reporting of the Registrant by a Fund Service Provider. A Fund Service Provider is any investment adviser to the Registrant, or any entity that provides ongoing services to
the Registrant and is controlling, controlled by or under common control with such investment adviser.
For the fiscal years ended September 30, 2019 and September 30, 2018, the aggregate fees billed by Deloitte to the Registrant for tax compliance,
tax advice and tax planning (Tax Fees) were $70,200 and $69,000, respectively. The nature of the services comprising the Tax Fees was the review of the Registrants income tax returns and tax distribution requirements.
The Tax Fees billed by Deloitte for engagements by Fund Service Providers that related directly to the operations and financial reporting of the Registrant
were $0 for the Registrants fiscal years ended September 30, 2019 and September 30, 2018.
The services for which Tax Fees were charged
comprise all services performed by professional staff in Deloittes respective tax divisions except those services related to the audits. Typically, this category would include fees for tax compliance, tax advice, and tax planning services,
which include, among other things, preparation of original and amended tax returns, claims for refund and tax payment-planning services, assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings
or technical advice from taxing authorities.
All other fees billed by Deloitte for engagements by Fund Service Providers that related directly to the operations and financial reporting of the Registrant
were $0 for the Registrants fiscal years ended September 30, 2019 and September 30, 2018.
(e) (1) According to policies adopted by
the Audit Committee, services provided by Deloitte to the Registrant must be pre-approved by the Audit Committee. On an annual basis, the Audit Committee reviews and
pre-approves various types of services that Deloitte may perform for the Registrant without specific approval of each engagement, subject to specified budget limitations. As contemplated by the Sarbanes-Oxley
Act of 2002 and related SEC rules, the Audit Committee also pre-approves non-audit services provided by Deloitte to any Fund Service Provider for any engagement that
relates directly to the operations and financial reporting of
the Registrant. Any engagement that is not already pre-approved or that will exceed a pre-approved budget must be
submitted to the Audit Committee for pre-approval.
(e) (2) None.
(f) Not applicable.
(g) The aggregate fees billed by Deloitte
for the fiscal years ended September 30, 2019 and September 30, 2018, for non-audit services rendered to the Registrant and Fund Service Providers were $215,000 and $209,000, respectively. For the
fiscal years ended September 30, 2019 and September 30, 2018, these amount reflect the amounts disclosed above in Item 4(b),(c),(d), plus $145,000 and $140,000, respectively, in fees billed to the Fund Service Providers for non-audit services that did not relate directly to the operations and financial reporting of the Registrant, including fees billed by Deloitte to Brookfield Public Securities Group LLC that were associated with
Deloittes SSAE 16 Review (formerly, SAS No. 70).
(h) The Registrants Audit Committee has considered whether the provision of non-audit services by the Registrants independent registered public accounting firm to the Registrants investment adviser, and any entity controlling, controlled, or under common control with the
investment adviser that provided ongoing services to the Registrant that were not pre-approved by the Audit Committee (because such services did not relate directly to the operations and financial reporting of
the Registrant) were compatible with maintaining the independence of the independent registered public accounting firm.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management
Investment Companies.
The Portfolio Proxy Voting Policies and Procedures (the Policies and Procedures) set forth the
proxy voting policies, procedures and guidelines to be followed by Brookfield Public Securities Group LLC and its subsidiaries and affiliates (collectively, PSG) in voting portfolio proxies relating to securities that are held in the
portfolios of the investment companies or other clients (Clients) for which PSG has been delegated such proxy voting authority.
A. Proxy Voting Committee
PSGs internal proxy voting committee (the Committee) is responsible for overseeing the proxy voting process and
ensuring that PSG meets its regulatory and corporate governance obligations in voting of portfolio proxies.
The Committee shall oversee
the proxy voting agents compliance with these Policies and Procedures, including any deviations by the proxy voting agent from the proxy voting guidelines (Guidelines).
B. Administration and Voting of Portfolio Proxies
1. Fiduciary Duty and Objective
As an investment adviser that has been granted the authority to vote on portfolio proxies, PSG owes a fiduciary duty to its Clients to monitor
corporate events and to vote portfolio proxies consistent with the best interests of its Clients. In this regard, PSG seeks to ensure that all votes are free from unwarranted and inappropriate influences. Accordingly, PSG generally votes portfolio
proxies in a uniform manner for its Clients and in accordance with these Policies and Procedures and the Guidelines.
In meeting its
fiduciary duty, PSG generally view proxy voting as a way to enhance the value of the companys stock held by the Clients. Similarly, when voting on matters for which the Guidelines dictate a vote be decided on a
case-by-case basis, PSGs primary consideration is the economic interests of its Clients.
2. Proxy Voting Agent
PSG may retain an independent third party proxy voting agent to assist PSG in its proxy voting responsibilities in accordance with these
Policies and Procedures and in particular, with the Guidelines. As discussed above, the Committee is responsible for monitoring the proxy voting agent.
In general, PSG may consider the proxy voting agents research and analysis as part of PSGs own review of a proxy proposal in which
the Guidelines recommend that the vote be considered on a case-by-case basis. PSG bears ultimate responsibility for how portfolio proxies are voted. Unless instructed
otherwise by PSG, the proxy voting agent, when retained, will vote each portfolio proxy in accordance with the Guidelines. The proxy voting agent also will assist PSG in maintaining records of PSGs portfolio proxy votes, including the
appropriate records necessary for registered investment companies to meet their regulatory obligations regarding the annual filing of proxy voting records on Form N-PX with the Securities and Exchange
Commission (SEC).
3. Material Conflicts of Interest
PSG votes portfolio proxies without regard to any other business relationship between PSG and the company to which the portfolio proxy
relates. To this end, PSG must identify material conflicts of interest that may arise between a Client and PSG, such as the following relationships:
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PSG provides significant investment advisory or other services to a portfolio company or its affiliates (the
Company) whose management is soliciting proxies or PSG is seeking to provide such services;
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PSG serves as an investment adviser to the pension or other investment account of the Company or PSG is
seeking to serve in that capacity; or
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PSG and the Company have a lending or other financial-related relationship.
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In each of these situations, voting against the Company managements recommendation may cause PSG a loss of revenue or other benefit.
PSG generally seeks to avoid such material conflicts of interest by maintaining separate investment decision-making and proxy voting
decision-making processes. To further minimize possible conflicts of interest, PSG and the Committee employ the following procedures, as long as PSG determines that the course of action is consistent with the best interests of the Clients:
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If the proposal that gives rise to a material conflict is specifically addressed in the Guidelines, PSG will
vote the portfolio proxy in accordance with the Guidelines, provided that the Guidelines do not provide discretion to PSG on how to vote on the matter (i.e.,
case-by-case); or
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If the previous procedure does not provide an appropriate voting recommendation, PSG may retain an independent
fiduciary for advice on how to vote the proposal or the Committee may direct PSG to abstain from voting because voting on the particular proposal is impracticable and/or is outweighed by the cost of voting.
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4. Certain Foreign Securities
Portfolio proxies relating to foreign securities held by Clients are subject to these Policies and Procedures. In certain foreign
jurisdictions, however, in accordance with local law or business practices, many foreign companies prevent the sales of shares that have been voted for a certain period beginning prior to the shareholder meeting and ending on the day following the
meeting. The costs of voting proxies with respect to shares of foreign companies include the potentially serious portfolio management consequences of reduced flexibility to sell the shares at the most advantageous time for the Fund. As a
result, such proxies generally will not be voted in the absence of an unusual, significant vote of compelling economic importance. In determining whether to vote proxies under these circumstances, PSG, in consultation with the Committee,
considers whether the costs of voting proxies with respect to such shares of foreign companies generally outweigh any benefits that may be achieved by voting such proxies.
C. Fund Board Reporting and Recordkeeping
PSG will prepare periodic reports for submission to the Boards of Directors/Trustees of its affiliated funds (the Funds)
describing:
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any issues arising under these Policies and Procedures since the last report to the Funds Boards of
Directors/Trustees and the resolution of such issues, including but not limited to, information about conflicts of interest not addressed in the Policies and Procedures; and
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any proxy votes taken by PSG on behalf of the Funds since the last report to such Funds Boards of
Directors/Trustees that deviated from these Policies and Procedures, with reasons for any such deviations.
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In addition, no less frequently than annually, PSG will provide the Boards of Directors/Trustees
of the Funds with a written report of any recommended changes based upon PSGs experience under these Policies and Procedures, evolving industry practices and developments in the applicable laws or regulations.
PSG will maintain all records that are required under, and in accordance with, all applicable regulations, including the Investment Company
Act of 1940, as amended, and the Investment Advisers Act of 1940, which include, but not limited to:
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these Policies and Procedures, as amended from time to time;
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records of votes cast with respect to portfolio proxies, reflecting the information required to be included in
Form N-PX, as applicable;
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records of written client requests for proxy voting information and any written responses of PSG to such
requests; and
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any written materials prepared by PSG that were material to making a decision in how to vote, or that
memorialized the basis for the decision.
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D. Amendments to these Procedures
The Committee shall periodically review and update these Policies and Procedures as necessary. Any amendments to these Procedures and Policies
(including the Guidelines) shall be provided to the Board of Directors of PSG and to the Boards of Directors/Trustees of the Funds for review and approval.
E. Proxy Voting Guidelines
Guidelines are
available upon request.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Dan C. Tutcher. Dan C. Tutcher has been a portfolio manager of the Fund since its inception. Mr. Tutcher has been a
Managing Director and Portfolio Manager for Brookfield Public Securities Group LLC (Brookfield or the Adviser) since its acquisition of Center Coast Capital Advisers, L.P. (Center Coast) in 2018.
Mr. Tutchers day to day responsibilities include monitoring Brookfields portfolio, providing recommendations on buy and sell activity, and reviewing Brookfields research & analysis. Mr. Tutcher has over 40 years
of industry experience owning, operating and acquiring MLPs. Previously, Mr. Tutcher was a founder and a Principal of Center Coast since its inception in 2007. Prior to founding Center Coast, Mr. Tutcher was President of Enbridge Energy
Company, Inc. and President and Director of Enbridge Energy Partners, L.P., from 2001 to 2006. Before his experience at Enbridge, Mr. Tutcher founded and served as Chairman of the Board, President and Chief Executive Officer of MidCoast Energy
Resources, from its formation in 1992 until 2001, when Enbridge acquired MidCoast. In addition, Mr. Tutcher has been involved in the design, construction and operation of petroleum pipelines and all types of petroleum equipment and storage, as
well as oil and gas exploration and production for over 40 years. Mr. Tutcher holds a B.B.A from Washburn University.
Robert T.
Chisholm. Robert T. Chisholm has 19 years of midstream energy industry experience and has served as a portfolio manager of the Fund since its inception. Mr. Chisholm has been a Managing Director and Portfolio Manager for the Adviser
since Brookfields acquisition of Center Coast in 2018. Mr. Chisholms day to day responsibilities include research & analysis of individual MLPs, quantitative & qualitative analysis of MLP holdings, and trading.
Mr. Chisholm also serves on the Investment Committee. Previously, Mr. Chisholm served as a Senior portfolio manager of Center Coast since joining the firm during its inception in 2007. Prior to joining Center Coast, Mr. Chisholm was
in Morgan Keegans Energy Investment Banking Division (from 2006 to 2007) and a Senior Project Adviser at Enbridge Energy Partners, LP (from 2002 to 2006), where he advised on over $8 billion of MLP mergers and acquisitions.
Mr. Chisholm began his career in the energy industry at Koch Industries, Inc. where he served in various roles in their Capital Market, Hydrocarbon and Midstream groups. Mr. Chisholm holds an M.B.A from the McCombs School of Business at
the University of Texas and a B.B.A in Finance from Texas Christian University.
Jeff A. Jorgensen. Jeff A. Jorgensen has
served as a portfolio manager of the Fund since 2016. Mr. Jorgensen has been a Managing Director and Portfolio Manager for the Adviser since Brookfields acquisition of Center Coast in 2018. Previously, Mr. Jorgensen served as a
senior portfolio manager and Director of Research for Center Coast and was responsible for leading Center Coasts research efforts across all of its energy infrastructure investment products. Prior to joining Center Coast, Mr. Jorgensen
served as an Executive Director in the Global Natural Resources Group of UBS Investment Bank where he focused on MLPs and other oil and gas sub-sectors. During his tenure at UBS, he worked on over
$20 billion of MLP and energy equity offerings, $10 billion of M&A transactions and $20 billion of debt deals. His previous experience includes working as an investment banker with Morgan Stanleys Global Energy Group and as
an oil and gas finance attorney for Bracewell & Giuliani LLP. Prior to his professional career, Mr. Jorgensen was an outfielder in the Houston Astros organization. Mr. Jorgensen holds a J.D., with Honors, from the University of
Texas School of Law and a B.A. in Economics, Managerial Studies and Sports Management from Rice University.
Management of Other Accounts
Mr. Tutcher manages other investment companies and/or investment vehicles and accounts in addition to the Registrant. The tables below show the number of
other accounts managed by Mr. Tutcher as of September 30, 2019 and the total assets in each of the following categories: (a) registered investment companies; (b) other pooled investment vehicles; and (c) other accounts. For
each category, the table also shows the number of accounts and the total assets in the accounts with respect to which the advisory fee is based on account performance.
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Name of
Portfolio
Manager
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Type of
Accounts
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Total Number of
Accounts
Managed as of
September 30, 2019
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Total Assets in
USD Millions as
of September 30,
2019 (assets in
millions)
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Number of
Accounts
Managed with
Advisory Fee
Based on
Performance
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Total Assets
with Advisory
Fee Based on
Performance (assets
in millions)
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Dan C. Tutcher
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Registered Investment
Company
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4
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$ 2,392
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$
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Other Pooled Investment
Vehicles
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5
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$ 55
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1
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$ 44
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Other Accounts
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$
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$
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Mr. Chisholm manages other investment companies and/or investment vehicles and accounts in addition to the Registrant. The
tables below show the number of other accounts managed by Mr. Chisholm as of September 30, 2019 and the total assets in each of the following categories: (a) registered investment companies; (b) other pooled investment vehicles;
and (c) other accounts. For each category, the table also shows the number of accounts and the total assets in the accounts with respect to which the advisory fee is based on account performance
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Name of
Portfolio
Manager
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Type of
Accounts
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Total Number of
Accounts
Managed as of
September 30, 2019
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Total Assets in
USD Millions as
of
September 30,
2019 (assets in
millions)
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Number of
Accounts
Managed with
Advisory Fee
Based on
Performance
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Total Assets
with Advisory
Fee Based on
Performance (assets
in millions)
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Robert T. Chisholm
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Registered Investment
Company
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4
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$ 2,392
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$
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Other Pooled Investment
Vehicles
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5
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$ 55
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1
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$ 44
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Other Accounts
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795
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$ 752
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$
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Mr. Jorgensen manages other investment companies and/or investment vehicles and accounts in addition to the
Registrant. The tables below show the number of other accounts managed by Mr. Jorgensen as of September 30, 2019 and the total assets in each of the following categories: (a) registered investment companies; (b) other pooled
investment vehicles; and (c) other accounts. For each category, the table also shows the number of accounts and the total assets in the accounts with respect to which the advisory fee is based on account performance
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Name of
Portfolio
Manager
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Type of
Accounts
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|
Total Number of
Accounts
Managed as of
September 30, 2019
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|
Total Assets in
USD Millions as
of September
30,
2019 (assets in
millions)
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Number of
Accounts
Managed with
Advisory Fee
Based on
Performance
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Total Assets
with Advisory
Fee Based on
Performance (assets
in millions)
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Jeff A. Jorgensen
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Registered Investment
Company
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4
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$ 2,392
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$
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Other Pooled
Investment Vehicles
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5
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$ 55
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1
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$ 44
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Other Accounts
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795
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$ 752
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$
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Share Ownership
The
following table indicates the dollar range of securities of the Registrant owned by the Registrants portfolio managers as of September 30, 2019.
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Dollar Range of Securities Owned
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Dan C. Tutcher
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$1,000,001 - $10,000,000
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Robert T. Chisholm
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$10,001 - $50,000
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Jeff A. Jorgensen
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$10,001 - $50,000
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Potential Conflicts of Interest
Actual or apparent conflicts of interest may arise when the portfolio managers also have day-to-day management responsibilities with respect to one or more other accounts. The Registrants investment adviser, Brookfield Public Securities Group LLC (the Adviser), has adopted
policies and procedures that are reasonably designed to identify and minimize the effects of these potential conflicts, however, there can be no guarantee that these policies and procedures will be effective in detecting potential conflicts, or in
eliminating the effects of any such conflicts. These potential conflicts include:
Allocation of Limited Time and
Attention. As indicated above, each portfolio manager manages multiple accounts. As a result, a portfolio manager will not be able to devote all of his time to management of the Fund. A portfolio manager, therefore, may not be able
to formulate as complete a strategy or identify equally attractive investment opportunities for the Fund as might be the case if he were to devote all of his attention to the management of only the Fund.
Allocation of Limited Investment Opportunities. As indicated above, each portfolio manager manages accounts with investment
strategies and/or policies that are similar to the Fund. If a portfolio manager identifies an investment opportunity that may be suitable for multiple accounts, the Fund may not be able to take full advantage of that opportunity because the
opportunity may be allocated among these accounts or other accounts managed primarily by other portfolio managers of the Adviser and its affiliates. In addition, in the event a portfolio manager determines to purchase a security for more than one
account in an aggregate amount that may influence the market price of the security, accounts that purchased or sold the security first may receive a more favorable price than accounts that made subsequent transactions.
Pursuit of Differing Strategies. At times, a portfolio manager may determine that an investment opportunity may be appropriate for only
some of the accounts for which the manager exercises investment responsibility, or may decide that certain of these funds or accounts should take differing positions with respect to a particular security. In these cases, a portfolio manager may
execute differing or opposite transactions for one or more accounts which may affect the market price of the security or the execution of the transaction, or both, to the detriment of one or more other accounts. For example, the sale of a long
position or establishment of a short position by an account may impair the price of the same security sold short by (and therefore benefit) the Adviser and its affiliates, or other accounts, and the purchase of a security or covering of a short
position in a security by an account may increase the price of the same security held by (and therefore benefit) the Adviser and its affiliates, or other accounts.
Selection of Broker/Dealers. A portfolio manager may be able to select or influence the
selection of the brokers and dealers that are used to execute securities transactions for the funds or accounts that he supervises. In addition to providing execution of trades, some brokers and dealers provide portfolio managers with brokerage and
research services which may result in the payment of higher brokerage fees than might otherwise be available. These services may be more beneficial to certain funds or accounts of the Adviser and its affiliates than to others. Although the payment
of brokerage commissions is subject to the requirement that the Adviser determines in good faith that the commissions are reasonable in relation to the value of the brokerage and research services provided to the fund, a portfolio managers
decision as to the selection of brokers and dealers could yield disproportionate costs and benefits among the funds or other accounts that the Adviser and its affiliates manage. In addition, with respect to certain types of accounts (such as pooled
investment vehicles and other accounts managed for organizations and individuals) the Adviser may be limited by the client concerning the selection of brokers or may be instructed to direct trades to particular brokers. In these cases, the Adviser
or its affiliates may place separate, non-simultaneous transactions in the same security for the Fund and another account that may temporarily affect the market price of the security or the execution of the
transaction, or both, to the detriment of the Fund or the other accounts.
Variation in Compensation. A conflict of
interest may arise where the financial or other benefits available to a portfolio manager differ among the accounts that he manages. If the structure of the Advisers management fee or a portfolio managers compensation differs among
accounts (such as where certain accounts pay higher management fees or performance based management fees), the portfolio manager may be motivated to favor certain accounts over others. A portfolio manager also may be motivated to favor accounts in
which he has investment interests, or in which the Adviser or its affiliates have investment interests. Similarly, the desire to maintain assets under management or to enhance a portfolio managers performance record or to derive other rewards,
financial or otherwise, could influence a portfolio manager in affording preferential treatment to those accounts that could most significantly benefit the portfolio manager. For example, as reflected above, if a portfolio manager manages accounts
which have performance fee arrangements, certain portions of his compensation will depend on the achievement of performance milestones on those accounts. A portfolio manager could be incented to afford preferential treatment to those accounts and
thereby be subject to a potential conflict of interest.
Certain Business Relationships. Dan C. Tutcher, a portfolio manager of the
Fund, presently serves on the board of Enbridge, Inc. (NYSE: ENB). As of the date of this Prospectus, Enbridge Inc. is the parent company of Spectra Energy Corp (NYSE:SE) and DCP Midstream Partners (NYSE: DCP) (collectively, the Enbridge
Companies). As a board member, Mr. Tutcher attends quarterly board meetings for Enbridge, Inc. The Fund may from time to time invest in Enbridge Companies. In connection with any such investments, the Adviser has adopted
policies and procedures that are designed to address potential conflicts of interest that may arise in connection with Mr. Tutchers service as a director of Enbridge Inc. Specifically, these policies and procedures, among other things;
(i) establish information barriers designed to restrict Mr. Tutcher from sharing information regarding Enbridge Companies with other investment professionals of the Adviser, (ii) require Mr. Tutcher to recuse himself from any
discussions by the Advisers Investment Committee involving Enbridge Companies and (iii) require that all trading decisions involving Enbridge Companies be made by other Portfolio Managers, without any input from
Mr. Tutcher. While these policies and procedures are designed to allow the Fund to invest in Enbridge Companies, the policies and procedures may require the Adviser to restrict trading in Enbridge Companies from time to time, which may
prevent the Fund from acquiring or disposing of securities of Enbridge Companies at a favorable time. In addition, as a result of these policies and procedures, the Fund will not benefit from Mr. Tutchers experience and expertise
with respect to investments in Enbridge Companies.
Portfolio Manager Compensation
The portfolio managers are compensated based on the scale and complexity of their portfolio responsibilities, the total return performance of
funds and accounts managed by the portfolio manager on an absolute basis and when compared to appropriate peer groups of similar size and strategy, as well as the management skills displayed in managing their portfolio teams and the teamwork
displayed in working with other members of the firm. Since the portfolio managers are responsible for multiple funds and accounts, investment performance is evaluated on an aggregate basis almost equally weighted among performance, management and
teamwork. Base compensation for the portfolio managers varies in line with a portfolio managers seniority and position. The compensation of portfolio managers with other job responsibilities (such as acting as an executive officer of their
firm or supervising various departments) includes consideration of the scope of such responsibilities and the portfolio managers performance in meeting them. The Adviser seeks to compensate portfolio managers commensurate with their
responsibilities and performance, and in a manner that is competitive with other firms within the investment management industry. Salaries, bonuses and stock-based compensation in the industry also are influenced by the operating performance of
their respective firms and their parent companies. While the salaries of the portfolio managers are comparatively fixed, cash bonuses and stock-based compensation may fluctuate significantly from year to year. Bonuses are determined on a
discretionary basis by the senior executives of the firm and measured by individual and team-oriented performance guidelines. Awards under the Long Term Incentive Plan (LTIP) are approved annually and there is a rolling vesting schedule to aid in
retention of key people. A key component of this program is achievement of client objectives in order to properly align interests with our clients. Further, the incentive compensation of all investment personnel who work on each strategy is directly
tied to the relative performance of the strategy and its clients.
The compensation structure of the portfolio managers and other investment professionals has four
primary components:
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If applicable, long-term compensation consisting of restricted stock or stock options of the Advisers
ultimate parent company, Brookfield Asset Management Inc.; and
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If applicable, long-term compensation consisting generally of restricted share units tied to the performance
of funds managed by Brookfield.
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The portfolio managers also receive certain retirement, insurance and other benefits
that are broadly available to all employees. Compensation of the portfolio managers is reviewed on an annual basis by senior management.
Each portfolio manager was compensated for the sale of his equity interests in Center Coast to Brookfield, and may receive additional
contingent payments to be paid within the first five years following the closing of the transaction calculated based, in part, on the assets under management of the business and subject to certain conditions.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and
Affiliated Purchasers.
None.
Item 10. Submission of Matters to a Vote of Security Holders.
There were no material changes to the procedures by which stockholders may recommend nominees to the Registrants Board of Trustees that
were implemented after the Registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by 22(b)(15)) of Schedule 14A (17 CFR 240.14a- 101), or this Item 10.