false0001576340Calculated by subtracting the Fund's total liabilities (not including borrowings) from the Fund's total assets and dividing by the total number of senior indebtedness units, where one unit equals $1,000 of senior indebtedness.
For the Fiscal Years Ended September 30,
For the Ten Month Period Ended September 30, 2018.
Following the close of business on February 2, 2018, Brookfield Public Securities Group LLC, replaced Center Coast Capital Advisors, LP as the investment adviser to the Fund. Amounts shown are for the ten month period ended September 30, 2018 and are not necessarily indicative of a full year of operations. The Fund changed its fiscal year end from November 30 to September 30.
For the Fiscal Year Ended November 30, 2017.
Distributions for annual periods determined in accordance with federal income tax regulations.
0001576340
2021-10-01
2022-09-30
0001576340
2020-10-01
2021-09-30
0001576340
2019-10-01
2020-09-30
0001576340
2018-10-01
2019-09-30
0001576340
2017-10-01
2018-09-30
0001576340
2016-10-01
2017-09-30
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2021-10-01
2022-09-30
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2021-10-01
2022-09-30
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2022-09-30
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2022-09-30
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2021-10-01
2022-09-30
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2021-10-01
2022-09-30
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2022-09-30
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2021-10-01
2022-09-30
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2021-10-01
2022-09-30
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2021-10-01
2022-09-30
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2021-10-01
2022-09-30
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2021-10-01
2022-09-30
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2021-10-01
2022-09-30
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2022-09-30
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2022-09-30
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2022-09-30
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2022-09-30
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2022-09-30
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2022-09-30
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2022-09-30
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2021-10-01
2022-09-30
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2021-10-01
2022-09-30
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2021-10-01
2022-09-30
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2021-10-01
2022-09-30
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2021-10-01
2022-09-30
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2021-10-01
2022-09-30
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2021-10-01
2022-09-30
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2021-10-01
2022-09-30
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2021-10-01
2022-09-30
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2021-10-01
2022-09-30
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2021-10-01
2022-09-30
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2022-09-30
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2022-09-30
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2022-09-30
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2021-10-01
2022-09-30
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2022-09-30
xbrli:shares
iso4217:USD
iso4217:USDxbrli:shares
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
PSG’s 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
agent’s 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 company’s 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, PSG’s 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
agent’s research and analysis as part of PSG’s 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 PSG’s 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:
|
● |
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; |
|
● |
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 |
|
● |
PSG and the Company have a lending or other financial-related relationship. |
In each of these situations, voting against the
Company management’s 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:
|
● |
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 |
|
● |
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. |
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:
|
● |
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 |
|
● |
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 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 PSG’s 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:
|
● |
these Policies and Procedures, as amended from time to time; |
|
● |
records of votes cast with respect to portfolio proxies, reflecting the information required to be included in Form N-PX, as
applicable; |
|
● |
records of written client requests for proxy voting information and any written responses of PSG to such requests; and |
|
● |
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. |
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.
Investment Team – Portfolio Managers
Tom Miller, CFA - Managing Director and
Portfolio Manager
Tom Miller has 12 years of industry experience
and is a Portfolio Manager on the Public Securities Group’s Infrastructure Securities team. In this role he oversees and contributes
to the portfolio construction process, including execution of buy/sell decisions. Before focusing on his portfolio manager duties, he
was responsible for covering North American infrastructure securities focusing on MLPs and the Energy Infrastructure sector. Prior to
joining the firm in 2013, he worked at FactSet. Tom holds the Chartered Financial Analyst designation and earned a Bachelor of Science
degree from Indiana University.
Boran Buturovic – Director and Portfolio
Manager
Boran Buturovic has 11 years of industry experience
and is a Director on the Public Securities Group’s Energy Infrastructure Securities team. He is responsible for conducting MLP
and energy infrastructure research and analysis. Prior to joining the firm in 2014, he was an Associate with UBS Investment Bank, focusing
on midstream and MLPs. Boran started his career with Ernst & Young in their Assurance practice. Boran holds a CPA license in
the state of Texas and he earned Bachelor of Business Administration and Master in Professional Accounting degrees from The University
of Texas at Austin.
Joe Herman – Director and Portfolio
Manager
Joe Herman has 10 years of industry experience
and is a Director on the Public Securities Group’s Energy Infrastructure Securities team. He is responsible for conducting MLP
and energy infrastructure research and analysis. Prior to joining the firm in 2014, he was an Equity Research Associate with Tudor, Pickering,
Holt & Co., focusing on midstream and MLPs. Prior to that, he was an Investment Banking Analyst at UBS Investment Bank. Joe
earned a Bachelor of Business Administration degree with majors in Business Honors and Finance and a Bachelor of Arts degree with majors
in Plan II Honors and History from The University of Texas at Austin.
Management of Other Accounts
Mr. Miller 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. Miller as of September 30, 2022 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.
| |
Registered
Investment Companies | | |
Other Pooled
Investment Companies | | |
Other
Accounts | |
Number
of Accounts Managed | |
| 4 | | |
| 14 | | |
| 376 | |
Number of Accounts
Managed with Performance-Based Fees | |
| – | | |
| 4 | | |
| 2 | |
Assets Managed (assets
in millions) | |
$ | 1,265.4 | | |
$ | 5,329.2 | | |
$ | 3,407.0 | |
Assets Managed with Performance-Based Fees
(assets in millions) | |
$ | – | | |
$ | 144.8 | | |
$ | 967.5 | |
Mr. Buturovic 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. Buturovic as of September 30, 2022 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.
| |
Registered
Investment Companies | | |
Other Pooled
Investment Companies | | |
Other
Accounts | |
Number
of Accounts Managed | |
| 4 | | |
| 3 | | |
| 353 | |
Number of Accounts
Managed with Performance-Based Fees | |
| – | | |
| 1 | | |
| – | |
Assets Managed (assets
in millions) | |
$ | 915.5 | | |
$ | 14.2 | | |
$ | 147.1 | |
Assets Managed with Performance-Based Fees
(assets in millions) | |
$ | – | | |
$ | 10.9 | | |
$ | – | |
Mr. Herman 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. Herman as of September 30, 2022 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.
| |
Registered
Investment Companies | | |
Other Pooled
Investment Companies | | |
Other
Accounts | |
Number
of Accounts Managed | |
| 4 | | |
| 3 | | |
| 353 | |
Number of Accounts
Managed with Performance-Based Fees | |
| – | | |
| 1 | | |
| – | |
Assets Managed (assets
in millions) | |
$ | 915.5 | | |
$ | 14.2 | | |
$ | 147.1 | |
Assets Managed with Performance-Based Fees
(assets in millions) | |
$ | – | | |
$ | 10.9 | | |
$ | – | |
Share Ownership
The following table indicates the dollar range
of securities of the Registrant owned by the Registrant’s portfolio managers as of September 30, 2022.
|
|
Dollar Range of Securities Owned |
Tom
Miller, CFA |
|
None |
Boran
Buturovic |
|
$1 - $10,000 |
Joe
Herman |
|
$10,001 - $50,000 |
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 Registrant’s
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 manager’s 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 Adviser’s management fee or a portfolio manager’s 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
manager’s 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.
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 manager’s
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 manager’s
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:
|
● |
A base salary; |
|
● |
An annual cash bonus; |
|
● |
If applicable, long-term compensation consisting of restricted stock or stock options of the Adviser’s ultimate parent
company, Brookfield Asset Management Inc.; and |
|
● |
If applicable, long-term compensation consisting generally of restricted share units tied to the performance of funds managed
by Brookfield. |
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 have been no material changes to the procedures by which shareholders
may recommend nominees to the registrant’s board of trustees.