Brookfield Asset Management Private Institutional Capital Adviser US, LLC, a Delaware limited liability company (together with its Relying Advisers, “BAM PIC US” or the “Registrant”), provides investment advisory services to certain private investment funds generally structured as limited partnerships (and alternative investment vehicles and parallel or co investment vehicles formed for investments made outside or alongside the limited partnerships), publicly listed operating partnerships and joint-ventures (each a “Brookfield Fund”), sponsored by Brookfield Asset Management Inc., a publicly traded Canadian corporation (“BAM” and, together with its affiliates, “Brookfield”), in addition to a separately managed account, and provides non- discretionary advice to certain private funds managed by a non-affiliated registered investment adviser (together with the Brookfield Funds, each a “Client”). BAM PIC US is an indirect wholly owned subsidiary of BAM. Brookfield is a global alternative asset manager that owns and operates assets, and offers investment strategies (including through its Clients), with a focus on property, infrastructure, renewable energy, and private equity mainly to institutional investors. BAM PIC US either directly or indirectly, controls, or is under common control with, the following advisers (the “Relying Advisers”), and all persons acting on behalf of such Relying Advisers are subject to the supervision and control of the Registrant:

BPG HOLDINGS GROUP INC. BPG INDIA LLC BREOF ASSET MANAGEMENT (CANADA) L.P. BREOF ASSET MANAGEMENT LLC BROOKFIELD CAPITAL PARTNERS II GP (NR) L.P. BROOKFIELD CAPITAL PARTNERS II GP L.P. BROOKFIELD GLOBAL PROPERTY ADVISER LIMITED BROOKFIELD PROPERTY GROUP AUSTRALIA PTY LTD BROOKFIELD REAL ESTATE FINANCIAL PARTNERS LLC BROOKFIELD REAL ESTATE PARTNERS F GP LLC BROOKFIELD STRATEGIC REAL ESTATE PARTNERS GP LLC BSREP GP BERMUDA LIMITED FAIRFIELD REALTY ADVISORS LLC Brookfield Asset Management Private Institutional Capital Adviser US, LLC5 THAYER LODGING GROUP LLC, A BROOKFIELD COMPANY BSREP THG AIV A-FF AUSTRALIA GP PTY LTD Among other things, BAM PIC US identifies investment opportunities for Clients and participates in the acquisition, management, monitoring and disposition of such investments using an operations oriented approach, as described in more detail under “Methods of Analysis, Investment Strategies and Risk of Loss” in Item 8 below. Investment advisory services are provided directly to the Clients and not individually to the investors (“Investors”) or limited partners (“Limited Partners”) in the Brookfield Funds.

BAM PIC US tailors the investment advisory services provided to each Client based on such Client’s investment objectives, as set out in such Client’s investment management agreements, limited partnership agreements, private placement memoranda and/or other governing documents (collectively, the “Governing Documents”). The terms of the Governing Documents may differ from Client to Client and Investors may impose restrictions on certain types of investments by a Client for tax, regulatory, or other reasons. The Clients’ investment strategies are described in more detail under “Methods of Analysis, Investment Strategies and Risk of Loss” in Item 8 below.

BAM PIC US does not participate in any wrap fee programs.

As of December 31, 2018, BAM PIC US had $75,724,392,439 of regulatory assets under management. please register to get more info

As compensation for the services it provides to a Client, BAM PIC US or one of its affiliates is generally entitled to an annual management fee that is typically calculated and paid quarterly in advance, subject to the terms of the Client’s Governing Documents. In addition, the general partner (“General Partner”) of a Client is generally entitled to performance-based compensation, which typically is equal to a portion of the distributions of investment proceeds attributable to each Investor in the Client (other than affiliates of BAM PIC US), subject to the terms of the applicable Brookfield Asset Management Private Institutional Capital Adviser US, LLC6 Governing Documents. Overall fees may vary by Client and are determined in accordance with the applicable Governing Documents. Each General Partner also reserves the right to apply different fee and expense arrangements to Investors on an individual basis. BAM PIC US and its affiliates and their respective employees may charge additional fees in connection with an investment for a Client or earn break up fees in connection with investments that are not consummated as outlined in the Client’s Governing Documents. In addition, representatives of BAM PIC US and its affiliates and their respective employees may serve on the board of directors of one or more portfolio companies that a Client is invested in and receive directors’ fees in connection with such appointment. Subject to the Governing Documents for each Client, up to 100% of the Investors’ portion of the Client’s allocable share of any transaction, monitoring, consulting, advisory, directors’, break up or similar fees received by BAM PIC US, its affiliates and their respective employees (or, in the case of directors’ fees, representatives of BAM PIC US or an affiliate thereof) are generally applied, net of the Investor’s allocable share of applicable expenses, to reduce the annual management fee (provided that any of these fees that would reduce the annual management fee in excess of the management fee for the applicable period may be applied to the management fee for subsequent periods).

In certain circumstances, in order to create efficiencies and optimize performance, Brookfield employees may be hired by, or seconded to, or retained by, one or more portfolio companies of a Client or by Brookfield on behalf of a portfolio company of a Client on a permanent or temporary basis, in whole or in part, in order to fill positions that may otherwise be filled by third parties hired or retained by such portfolio companies. In connection therewith, all or a portion of such employee’s compensation and overhead expenses relating to such employee may be paid (or otherwise borne) by the applicable portfolio company or platform organizations and a portion of the overhead related to such employee may be borne by such portfolio company. For these purposes, given how certain compensation arrangements are structured and valued (particularly various forms of incentive compensation that vest over time and whose value upon payment is based on estimates) and how overhead expenses are generally allocated, in each case requiring certain judgments and assumptions, there can be no assurance that portfolio companies (and indirectly, the Client) will not bear higher costs than they would have had such expenses been Brookfield Asset Management Private Institutional Capital Adviser US, LLC7 valued, allocated or charged differently. The arrangements described herein will not require the consent of limited partners (“Limited Partners”) or the advisory committee of a Client, and such amounts will not be considered fees received by BAM PIC US or its affiliates that offset or otherwise reduce the management fee. In addition, a Client and their personnel may receive certain intangible and/or other benefits and/or perquisites arising or resulting from their activities on behalf of the Client which will not reduce management fees or otherwise be shared with the Client, its Limited Partners and/or the portfolio companies. In addition, Brookfield may make available certain discount programs to its employees as a result of Brookfield’s relationship with an Investment (e.g., “friends and family” discounts from hotels in which a Brookfield Fund has made an Investment), and which discounts are not available to the Limited Partners.

Brookfield is expected to be retained to perform services for a Client or a portfolio company of a Client that would otherwise be provided by third parties, such as lending, consulting, the arrangement and provision of insurance, development oversight, real estate and property management, leasing, construction and design, operational, legal, financial, advisory, investment banking, acting as alternative investment fund manager, fund administration, brokerage, corporate secretarial, accounting, bank account management, loan special servicing, currency and interest rate hedging, and other services that would otherwise be provided by independent third parties. In any such situation, such person will be compensated for such services. BAM PIC US discloses such arrangements in the Clients’ Governing Documents and, where necessary, determines the customary rate to be charged for such services and/or obtains consent from the applicable Client’s Limited Partner advisory committee with respect to the compensation for such services. Any compensation received in connection with these services generally is not required to be shared with the Clients or the Investors. In determining the rates to be charged to a Client, Brookfield will seek to determine what comparable service providers who are engaged in the same or substantially similar activities as Brookfield charge in the ordinary course for similar services at the time of determination, when such information regarding comparable service providers is available. While Brookfield will determine in good faith what rates it believes an independent third party would Brookfield Asset Management Private Institutional Capital Adviser US, LLC8 charge for such services at such time, there will likely be variances in the marketplace based on an array of factors that affect service providers and the prices of their services, including but not limited to, loss leader pricing strategies or other marketing practices, integration efficiencies, geographic market differences and the quality of the services provided. In addition, it is possible that Brookfield may not be able to determine what comparable service providers who are engaged in the same or substantially similar activities as Brookfield charge in the ordinary course for similar services, whether due to a lack of information, an inability to identify comparable service providers who are engaged in the same or substantially similar activities (including where such services have not previously been sought or by or provided in the industry), or otherwise. Brookfield will make a good faith determination as to what it believes to be the appropriate rate at such time, and may base its determination on several factors, including market knowledge, prices charged by competitors, prices charged by a Brookfield affiliate to a third party, consultation with one or more third-party valuation agents or consultants, commodity or other price forecasting, prices required in order to meet certain regulatory requirements or qualify for particular governmental programs or other subjective and objective metrics. However, there can be no assurances that the rates charged by Brookfield will not be greater than those charged by certain similarly-situated service providers in any given circumstance. The fee potential, both current and future, inherent in a particular transaction could be an incentive for BAM PIC US to seek to refer or recommend a particular transaction to a Client.

Furthermore, Brookfield (or other Brookfield Funds or businesses) will from time to time make equity or other investments in companies or businesses that provide services to or otherwise contract with a Client and/or its portfolio companies. In particular, Brookfield has in the past entered into, and expects to continue to enter into, relationships with companies in the technology, real assets services and other sectors and industries in which Brookfield has broad expertise and knowledge, whereby Brookfield acquires an equity or other interest in such companies that may, in turn, transact with a Client or its portfolio companies. For example, Brookfield (through an investment program referred to as “Brookfield Ventures”) invests in emerging technology companies that develop and offer technology products that are expected to be of relevance to some or all Clients and/or their respective portfolio companies (as well as third-party companies operating in similar sectors and industries). In connection with such relationships, Brookfield may, Brookfield Asset Management Private Institutional Capital Adviser US, LLC9 and often will, refer, introduce or otherwise facilitate transactions between such companies and the Client and/or its portfolio companies, which may, and often will, result in benefits to Brookfield, including via increased profitability of the relevant company, as well as financial incentives and/or milestones which benefit Brookfield (including through increased equity allotments), which may be significant. Such financial incentives that inure to or benefit Brookfield pose an incentive for the General Partner of a Client or BAM PIC US to cause a Client and/or its portfolio companies to enter into such transactions that may or may not have otherwise been entered into. Financial incentives derived from such transactions will generally not be shared with the Client. Furthermore, such transactions are likely to contribute to the development of expertise, reputational benefits and/or the development of new products or services by Brookfield and/or the companies or businesses that Brookfield is invested in, which Brookfield will seek to capitalize on to generate additional benefits that are likely to inure solely to Brookfield and not to the Client or its Limited Partners. Any of the arrangements and/or benefits described in this paragraph will generally not require notice to, or the consent of, a Client's Limited Partners or its advisory committee, will not offset or otherwise reduce the management fee and will not be subject to the limits on compensation discussed above.

Further, for certain investments (“Investments”), Brookfield may engage an operating affiliate to provide services to Investments. In connection with any such engagement, Brookfield may implement a management promote, an incentive fee and/or other performance-based compensation (“Operating Performance Compensation”) for certain management members of the applicable operating affiliate. The cost of such Operating Performance Compensation and any other related fees and expenses in connection with services provided by such operating affiliate will be borne entirely by the Client or its Investments, as appropriate, and no portion will be applied to reduce the management fee. For the avoidance of doubt, Brookfield or the operating affiliate may subcontract with third parties for the provision of services that may otherwise be provided by an operating affiliate. In addition, the Client may acquire an Investment that is externally or internally managed and replace such management with an affiliate of Brookfield, a team of professionals (from within or outside of Brookfield) or a combination of the foregoing, in which case, for the avoidance of doubt, the compensation for such services or professionals will be borne by the Investment without any offset to the management fee. Brookfield Asset Management Private Institutional Capital Adviser US, LLC10 In addition, if the General Partner of a Client determines that it is advisable to invest additional capital in or with respect to an investment and (a) this additional investment must be made within a timeframe that would preclude the issuance of a funding notice in respect thereof or (b) unfunded capital commitments are unavailable for this purpose, then the General Partner of the Client or Brookfield may loan additional capital to such investment in accordance with the Client’s Governing Documents. Any such loan may be repaid by such investment in priority to any distributions to the Client by such investment, or be converted into an equity interest in such investment on a dollar-for-dollar basis using an appraisal or arm’s length valuation.

In the ordinary course of business, certain portfolio companies of the Clients may provide services to, receive services from, or participate in transactions or other arrangements with, Brookfield and its affiliates (including other portfolio companies owned by Brookfield or Brookfield Clients (“Brookfield Portfolio Companies”) and non-controlled affiliates). Compensation for such services or consideration for such transactions or arrangements will be determined by such portfolio company, such Brookfield Portfolio Company, such Brookfield affiliate and such non- controlled affiliate, as applicable. Such arrangements are expected to be generally done on an arm’s length basis and will generally be done without obtaining advisory committee or other consent. Additionally, while such transactions or arrangements will be consistent with any requirements of the applicable Governing Documents, they may not have otherwise been entered into but for the affiliation or relationship with Brookfield. While such transactions and the fees paid to such related parties have the potential for inherent conflicts of interest, Brookfield believes that the access to Brookfield, its affiliates and such Brookfield Portfolio Companies enhances Clients’ capabilities and is an integral part of its Clients’ operations. In addition to the fees above, each Client generally bears all of its operating expenses, including legal, organizational, offering expenses and other expenses, and each Investor bears its pro rata portion of these expenses. Organizational expenses of a Client may include the out of pocket expenses of BAM PIC US, the General Partner and/or their respective affiliates and agents incurred in the formation and offering of the Client or certain feeder funds of the Client, the General Partner and BAM PIC US, and any legal and accounting fees and expenses, travel expenses, filing fees Brookfield Asset Management Private Institutional Capital Adviser US, LLC11 and similar fees and expenses related thereto, which are often subject to a cap. Ongoing operating expenses of a Client generally include, among other items:  legal, auditing, consulting, accounting, valuation and fund administration fees and expenses;  expenses of any Investor advisory committees and meetings thereof (including travel expenses and certain fees and expenses with respect to legal counsel (if any) retained and incurred by the advisory committee) and expenses of meetings of the Investors as may be contemplated by the Governing Documents;  expenses of meetings with any Investor (including the annual meeting of Investors);  all insurance, indemnification and other unreimbursed costs and expenses of any litigation, investigation, settlements or reviews or other extraordinary events involving the Client and the amount of any judgments or settlements paid in connection therewith;  expenses associated with the identification, sourcing (including any retainers, success and finder’s fees and other compensation paid to contractors, senior advisors and sourcing and operating partners), researching, structuring, negotiating, acquiring, holding, operating, managing, restructuring and disposition of investments (including due diligence);  expenses associated with the attendance at conferences in connection with the evaluation of future investments or specific sectors, geographies or industries solely to the extent that such conferences are in furtherance of a Client’s business;  expenses and costs incurred as a result of a proposed transaction or investment by the Client that is not consummated, to the extent not reimbursed by a third party;  all extraordinary expenses (such as litigation);  interest on and fees and expenses arising out of all permitted borrowings made by the Client and all expenses incurred in negotiating, entering into, effecting, maintaining, varying and terminating any borrowing or guarantee permitted to be incurred by the Governing Documents;  expenses relating to a defaulting Investor in the Client;  unreimbursed expenses incurred in connection with a purchase, sale, assignment, pledge or transfer of a Limited Partner’s interest in the Client or the withdrawal of a Limited Brookfield Asset Management Private Institutional Capital Adviser US, LLC12 Partner;  expenses associated with the organization, documentation and maintenance of related investment vehicles of the Client;  fees, costs and expenses of anti-money laundering or “know your customer” compliance, tax diligence expenses and/or related procedures;  communication expenses;  all expenses of liquidating the Client;  any taxes, fees or other governmental charges levied against the Client and all expenses incurred in connection with any tax audit, investigation, settlement or review of the Client;  expenses and costs relating to certain government and regulatory filings (including, for example, Form PF and those relating to the Alternative Investment Fund Managers Directive (“AIFMD”), but excluding Form ADV);  expenses and fees of depositary, placement agent, transfer agent and administrator services;  brokerage commissions, custodial expenses, appraisal fees and other investment costs actually incurred in connection with an investment as described in the Governing Documents;  all fees, expenses and settlements related to hedging transactions;  all fees, costs and expenses incurred in connection with the preparation and circulation of capital call notices and distribution notices, maintenance of the Client’s books of account and the preparation of reports to investors, financial statements, tax returns and K-1s (including, without limitation, fees, costs and expenses of third party service providers);  all expenses incurred by the tax matters representative in such capacity and all expenses incurred in connection with any tax filing, tax audit, investigation, settlement or review of a Client and taxes, interest, fees and other governmental charges (except to the extent allocable to, or indemnifiable by an Investor and actually borne or paid by such Investor);  cost and expenses of administering side letters entered into with Limited Partners;  out-of-pocket expenses incurred in connection with the collection of any amounts due to a Client from any person; and Brookfield Asset Management Private Institutional Capital Adviser US, LLC13  expenses incurred in connection with any restructuring or amendments to the constituent documents of the Client. A Client will reimburse BAM PIC US and its affiliates for out-of-pocket travel expenses, including, without limitation, air travel (generally business class), car services, meals and hotels (generally business or luxury class accommodations), incurred in holding, developing, identifying, evaluating, negotiating, making, structuring, acquiring, monitoring, selling and otherwise disposing of investments (including fees for attendance of industry conferences, the primary purpose of which is sourcing investments) in connection with the formation, marketing and offering of a Client and otherwise in connection with the business of the Client.

Additional fees and expenses to be borne by each Client are set out in each such Client’s Governing Documents.

The Clients may incur brokerage and other transaction costs, as discussed more fully under “Brokerage Practices” in Item 12 below.

As noted above, the asset based management fee in respect of a Client is typically paid quarterly in advance. An Investor in a Client that is a closed-end private investment fund is generally only permitted to withdraw from the fund under limited circumstances and will generally not be entitled to a refund of fees paid in advance in such circumstances. Certain redemption rights are generally afforded to Investors in Brookfield Funds that are open-ended. Certain affiliates of BAM PIC US, including Brookfield Private Advisors LLC (“BPAL”), a limited purpose broker dealer that is registered with the SEC and is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”); Brookfield Private Capital (UK) Limited, which is authorized and regulated by the United Kingdom’s Financial Conduct Authority; Brookfield Singapore Pte. Ltd, which is an exempt Financial Advisor authorized and regulated by the Monetary Authority of Singapore; Brookfield Advisors (Hong Kong) Limited, which is authorized and regulated by the Hong Kong Securities and Futures Commission; and Brookfield Investment Management (Canada) Inc., which is authorized as a dealer under applicable Canadian regulations, Brookfield Asset Management Private Institutional Capital Adviser US, LLC14 solicit prospective investors for the Clients and as a result, their representatives may receive compensation in connection with the sale of interests in a Client. The compensation paid to such representatives will be from Brookfield and not from Clients or any Investors. The amount of such compensation will vary based on a number of different factors, including the amount of interests in a Client that have been sold by such representative. As a result of such arrangements, such representatives have a financial interest in promoting interests in Clients. In addition, the compensation that such representatives may receive in respect of the sale of the interests in a Client may be higher than the compensation that they would receive in respect of the sale of other (including similar) products or services, which may give such representatives an incentive to promote the interests in a Client over other (including similar) products or services. Potential investors should therefore be aware that there are financial and other interests that incentivize such representatives to promote certain Clients and related interests. The considerations set forth above are similar (and in certain instances may be heightened) in the event the General Partner of a Client or BAM PIC US retains a third party placement agent to market interests in a Brookfield Fund.

Brookfield pays its affiliates that solicit prospective investors for the Clients out of its profits, and such payments do not increase the fees paid by the Clients’ Investors. BAM PIC US is not a broker dealer and does not charge commissions or markups in addition to its investment advisory fees. please register to get more info

As described above, Brookfield is generally entitled to performance-based compensation from the Clients, which is structured to comply with Rule 205 3 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), to the extent applicable. Performance-based compensation arrangements may create an incentive for BAM PIC US to recommend investments which may be riskier or more speculative than those which would be recommended under a different compensation arrangement. Such compensation arrangements may also create an incentive for BAM PIC US to favor higher fee paying accounts over lower fee paying accounts in the allocation of investment opportunities. Brookfield Asset Management Private Institutional Capital Adviser US, LLC15 Brookfield has long term relationships with a significant number of developers, institutions and corporations and their advisors (“Brookfield Relationships”). These Brookfield Relationships may hold or may have held investments similar to the investments intended to be made by a Client, including certain investments that may represent appropriate investment opportunities for the Client. These Brookfield Relationships may compete with a Client for investment opportunities. Brookfield will continue to have such Brookfield Relationships after the establishment of any particular Client. In determining whether to pursue a particular opportunity on behalf of a Client, BAM PIC US may consider these relationships, and there may be certain potential opportunities which would not be pursued on behalf of a Client in view of such relationships. In addition, a Brookfield Client may invest or enter into joint ventures or other similar arrangements with other Brookfield Clients or Brookfield Relationships in connection with certain investments, and the relationship with such Brookfield Clients or Brookfield Relationships may influence the decisions made by BAM PIC US with respect to such investments.

ALLOCATION OF INVESTMENT OPPORTUNITIES:

Brookfield provides investment advice and performs related services for private funds, clients and affiliates, including publicly-traded platforms, similar to the advice to be provided and services to be performed by BAM PIC US for each Client. In addition, Brookfield carries on investment activities for its own account. Brookfield private funds, clients and Brookfield affiliates (and additional future private funds, clients and affiliates) may have (and additional future funds, clients and affiliates may in the future have) investment objectives and policies that overlap with those of a Client and may be in competition with or have priority over such Client in respect of a particular investment opportunity. As a result, Brookfield may provide investment advice to clients with objectives that overlap with a Client’s objectives and opportunities sourced by Brookfield that would otherwise be suitable for a certain Client may not be available to such Client, or the Client may receive a smaller allocation of such opportunities than would otherwise have been the case. The priorities in respect of various Clients are set forth in their respective Governing Documents. BAM PIC US has protocols in place reasonably designed to allocate investment opportunities on a fair and equitable basis, consistent with its fiduciary obligations and the Governing Documents Brookfield Asset Management Private Institutional Capital Adviser US, LLC16 of the Clients. Brookfield proactively approaches the management of conflicts by ensuring the following elements are adhered to for all Clients and investment programs:  Clear Mandates: Each Client is established with a clear investment mandate and, in some cases, certain exclusivities to minimize overlap with other Brookfield investment programs and funds. Despite its significant efforts in minimizing the opportunity for overlapping mandates, investment opportunities arise from time to time, which may be suitable for multiple Clients and investment programs, individually, or for purposes of making a joint investment.

 Oversight of Senior Management: When contemplating investments, dispositions or other material transaction decisions, conflicts of interest are reviewed by the Brookfield conflicts committee (the “Conflicts Committee”) and the Chief Compliance Officer.

 Recordkeeping: Investment Committee presentations must address any conflicts as well as a proposed solution. Records of the presentations will be preserved in accordance with applicable requirements.

Brookfield has established an opportunistic hedge fund (the “Opportunistic Hedge Fund”) and additional Opportunistic Hedge Funds may be established in the future. Brookfield’s allocation policy applicable to investments that may be appropriate for the Client and one or more other additional funds (other than Opportunistic Hedge Funds) currently differs from its allocation policy applicable to overlapping investment opportunities with Opportunistic Hedge Funds. Both allocation policies may be amended from time to time by Brookfield in its sole discretion without notice to or the consent of the investors of any Client or any other person. In certain circumstances, the Clients and one or more affiliates of BAM PIC US may jointly participate in a portfolio investment, including with Opportunistic Hedge Funds, sidecar funds and Brookfield Asset Management Private Institutional Capital Adviser US, LLC17 other funds. Any such allocation or joint participation involving a Client will be made on a basis that BAM PIC US or an affiliate thereof believes is fair and equitable, and, where required, after consulting with its affiliates or the advisory boards of the relevant fund(s). In certain cases, such circumstances will be governed exclusively by Brookfield’s allocation policy. In making certain decisions with regard to a Client’s portfolio investments that compete with the interests of other funds and clients managed by or affiliated with Brookfield, BAM PIC US could face certain conflicts of interest between the interests of the Client and the interests of other such funds and clients.

Because of the extensive scope of Brookfield’s activities, Brookfield often has or obtains information that can be utilized by its funds across multiple strategies. For example, information Brookfield has or acquires through its management of other client accounts or its own investing activities (including Opportunistic Hedge Funds) may be used by BAM PIC US to identify or evaluate potential investments for a Client. Conversely, information Brookfield has or acquires in connection with a Client’s activities may be used for the benefit of Brookfield and/or other client accounts (including Opportunistic Hedge Funds). Brookfield may trade, or may cause other client accounts to trade, on the basis of information it has or obtained through a Client’s investment activities. In some cases, this trading may result in Brookfield, or another client account, taking a position that is different from, and potentially adverse to, a position taken by a Client or may result in Brookfield or another client account, benefiting from a Client’s investment activities. Brookfield will determine the appropriate investment decision for each client account (including a Client) taking into account the mandate and interests of such other client account, when applicable, in accordance with Brookfield’s investment allocation protocols. The investment and divestment decisions made with respect to Brookfield or other client accounts may be made without regard to the interests of any Client, even where such decisions are informed by a Client’s investment activities and/or adversely affect a Client. BAM PIC US may, in certain circumstances, offer to one or more investors and/or one or more third parties the ability to participate in an investment opportunity as a co-investor alongside a Client on such terms and conditions as BAM PIC US determines. There can be no assurance that any co-investment opportunity will be made available in connection with any Client. Investing in Brookfield Asset Management Private Institutional Capital Adviser US, LLC18 a Client does not entitle any investor to allocations of co-investment opportunities and such opportunities may be offered to some but not other investors or to third parties who are not investors. Decisions regarding whether and to which investors to offer co-investment opportunities are generally made at the sole discretion of BAM PIC US and may be based on a number of factors, including, without limitation, an investor’s expressed interest in co-investments, the size of an investor’s capital commitment to the Client (or to other additional funds or programs), an investor’s contractual rights (if any) to co-investment opportunities that are made available, BAM PIC US’ assessment of an investor’s ability to both fund and timely execute on the co-investment opportunity and an investor’s strategic value to Brookfield. Additional detail relating to the allocation of co-investment opportunities for any Client is set forth in such Client’s Governing Documents. The General Partner of a Client may or may not charge management fees, administrative fees, one- time funding, acquisition or co-investment fees and/or carried interest in respect of co-investments, and fee income attributable to co-investments will not be shared by the General Partner of a Client with co-investors or the Client. Co-investors will typically bear their pro rata share of fees, costs and expenses related to the discovery, investigation, development, acquisition or consummation, ownership, maintenance, monitoring, hedging and disposition of their co-investments and may be required to pay their pro rata share of fees, costs and expenses related to potential investments that are not consummated, such as broken deal expenses (including “reverse” breakup fees). BAM PIC US endeavors to allocate such fees, costs and expenses on a fair and equitable basis. Notwithstanding the foregoing, co-investors may not be obligated to pay or otherwise bear fees, costs and expenses related to unconsummated co-investments. In addition, in certain circumstances, co-investors may not bear such fees, costs and expenses because they have not yet been identified (or their anticipated allocation has not yet been identified) as of the time such potential investment ceases to be pursued or are not yet committed to such potential investment. In those events, such fees, costs and expenses will be considered operating expenses of and be borne by the Client; provided, that in all instances, Brookfield, in its capacity as a co-investor or a prospective co-investor, will bear its pro rata share of such fees, costs and expenses in a manner consistent with Brookfield’s internal guidelines. Brookfield Asset Management Private Institutional Capital Adviser US, LLC19 ADVISING OTHER ACCOUNTS: It is expected that (i) Brookfield will give advice, and take actions, with respect to current or future clients or accounts that will compete or conflict with the advice BAM PIC US gives to the Clients, or will involve a different timing or nature of action than taken with respect to the Clients, and (ii) transactions in investments by Brookfield and the other funds or accounts may have the effect of diluting or otherwise disadvantaging the values, prices, or investment strategies of the Clients. When Brookfield or a client account manages or implements a portfolio decision ahead of, or contemporaneously with, portfolio decisions for a Client, market impact, liquidity constraints, or other factors could result in the Client receiving less favorable results, paying higher transaction costs, or being otherwise disadvantaged.

In making certain decisions with regard to a Client’s investments that compete with the interests of other clients managed by or affiliated with Brookfield, BAM PIC US could face certain conflicts of interest between the interests of the Client and the interests of such other clients. These potential conflicts may be exacerbated in situations where Brookfield is entitled to higher fees from other funds or accounts than from the other client account, where portfolio managers making an allocation decision are entitled to performance based compensation from other funds or accounts, where there are differences in proprietary investments in the Client and the other client accounts, and where there are capacity constraints with respect to a particular strategy or opportunity as a result of, for example, position limits and/or regulatory reporting obligations applicable to Brookfield. In addition, as an investment changes over time, additional conflicts of interest may arise, including as a result of earlier investment allocation decisions.
RESOLUTION OF CONFLICTS:
Conflicts of interest that arise between a Client, on the one hand, and Brookfield or any existing or future client accounts, on the other hand, are resolved in accordance with the Governing Documents and internal Brookfield policies, taking into consideration the interests of the relevant parties and the circumstances giving rise to the conflict. Governing Documents for each Client provide detail of how such conflicts of interest or potential conflicts of interest are managed, Brookfield Asset Management Private Institutional Capital Adviser US, LLC20 including Limited Partner approval or advisory committee approval. In addition, potential conflicts of interest are reviewed by the Conflicts Committee and/or the Chief Compliance Officer in connection with a transaction going to the applicable Client’s Investment Committee.
LIMITED PARTNER ADVISORY COMMITTEE:

BAM PIC US may in certain situations choose to seek the approval of the members of a limited partner advisory committee of a Client (“LPAC”) using established guidelines with respect to potential conflict of interest situations and LPAC approval may be required to resolve certain conflicts and other matters. Any such approval by a LPAC will be binding upon the Client and its Investors, including certain matters that are required to be approved by a client under the Advisers Act. In addition, if a LPAC gives such approval or BAM PIC US acts pursuant to standards or procedures approved by the LPAC with respect to such conflict of interest or other matter, then Brookfield will not have any liability to the Client or any of its Investors for actions in respect of such matter taken in good faith by Brookfield, including actions in the pursuit of its own interests. The members of the LPAC of a Client may have direct or indirect interests in the activities of Brookfield or in investments and instruments, in some cases similar to those in which the Client seeks to invest. Although the LPAC is intended to act as the representative of the investors of the Client, LPAC members are under no obligation to act in the best interests of the Client as a whole, may not have the same interests as all investors and may act in their best interests over such Client’s interests. Furthermore, the LPAC cannot be expected to be expert in the Client’s investment strategy, and certain of its determinations may, in fact, adversely affect the performance of such Client. This may result in potential conflicts of interest. In addition, LPAC members may receive information regarding the proposed investment activities of the Client that is not generally available to the public or other Investors. There will be no obligation on the part of any LPAC member to make available for use by the Client any information or strategies known to or developed by it and, in certain cases, they may be prohibited from doing so. See Items 5, 10 and 11 for a description of certain ot h e r conflicts (and potential conflicts) of interests relating to the advisory services provided by BAM PIC US. Conflicts of Interests are Brookfield Asset Management Private Institutional Capital Adviser US, LLC21 also set out in more detail in the Governing Documents of the Clients. please register to get more info

BAM PIC US’ clients are generally private investment funds structured as limited partnerships (and alternative investment vehicles and parallel or co investment vehicles formed for investments made outside or alongside the limited partnerships). The Registrant’s clients also include publicly listed operating partnerships, joint ventures and separately managed accounts. Investors in Brookfield Funds generally include public and corporate pensions, sovereign wealth funds, insurance companies, financial institutions, corporations and high net worth individuals. please register to get more info

BAM PIC US follows Brookfield’s methods of investment analysis. Based on these methods, BAM PIC US pursues the specific investment objectives and strategies of each Client as set out in the Client’s Governing Documents.

BAM PIC US’s operations oriented approach plays an important role in the investment process. This approach leverages Brookfield’s business groups in the evaluation and optimization of investments. This approach is generally comprised of the following attributes:  Operational expertise. Brookfield’s operations oriented approach is an essential differentiating factor in its ability to generate superior risk adjusted returns. During its 120 year history as an owner and operator of real assets, Brookfield has built global business groups, primarily in real estate, infrastructure and sustainable resources, renewable power and private equity. These business groups are backed by the expertise of approximately 100,000 operating employees.  Industry knowledge. Brookfield’s business groups enhance BAM PIC US’s ability to develop fundamental views on the major factors that impact asset values. BAM PIC US Brookfield Asset Management Private Institutional Capital Adviser US, LLC22 will utilize this knowledge to make acquisition and divestiture decisions, as well as to take advantage of sophisticated financing and operating practices.  Active management of investments. Through Brookfield’s representation on boards of directors, leadership on advisory or operating committees, as well as frequent interaction with management, BAM PIC US will actively manage its investments. A key aspect of this management role is a “hands on approach” to key value drivers such as growth capital investments, development projects, follow on acquisitions and financings.

The Clients that BAM PIC US advises focus on real estate and private equity investment strategies. As noted in Item 4 above, Brookfield is a global alternative asset manager that owns and operates assets and offers investment strategies (including through Clients) with a focus on real estate, infrastructure and sustainable resources, renewable power and private equity. Brookfield private funds that are not advised by BAM PIC US are not discussed in this Brochure. The discussion of the Clients that appears in this Brochure is not intended to constitute an offer of interests in those Brookfield Funds or the Clients.

Real Estate – This strategy focuses on acquiring control positions in real estate assets and real estate companies located around the globe through a variety of structures, including direct property acquisitions, equity positions in real estate companies, distressed debt, recapitalizations, toe hold positions in debt and equity securities, control oriented loan originations, and development or redevelopment projects. This strategy involves investing in various real estate platforms, including office, retail, residential, multifamily and development. Private Equity – This strategy focuses on opportunities in industries in which Brookfield has expertise, and in businesses in need of strategic redirection and operational repositioning, employing an operations oriented approach for value creation. The strategy is to seek control investments in mid market companies that require a restructuring of their operations and/or capital structure. Brookfield seeks to take a leadership role through the restructuring process of each portfolio investment and add value through ongoing, active participation in management and governance. Brookfield Asset Management Private Institutional Capital Adviser US, LLC23 Investing in securities involves risk of loss that clients should be prepared to bear, INCLUDING THE RISK OF LOSS OF THE ENTIRE INVESTMENT. The following risks do not purport to be a complete list or explanation of all risks involved in an investment in a Client and prospective investors should consult the Client’s Governing Documents, including the Client’s private placement memorandum together with any supplements.
Material Risks of Key Investment Strategies:
Highly Competitive Market for Investment Opportunities. The activity of identifying, completing and realizing attractive real estate and private equity investments is highly competitive and involves a high degree of uncertainty. There can be no assurance that BAM PIC US will be able to locate and complete investments which satisfy the Clients’ investment objectives, realize the value of these investments, or fully invest the Investors’ committed capital. Competition for such investment opportunities could come from other consortia, financial investors, and other asset managers and owners. These competitors may have financial, geographic, or strategic advantages that may reduce BAM PIC US’s competitiveness and potentially materially and adversely affect its ability to successfully conclude transactions.

General Economic Conditions. Changes in general economic conditions may affect a Client’s activities. Interest rates, general levels of economic activity, the price of securities and participation by other investors in the financial markets may affect the value and number of investments made by a Client or considered for prospective investment. Material changes and fluctuations in the economic environment, particularly of the type experienced since 2008 that caused significant dislocations, illiquidity and volatility in the wider global economy, may affect a Client’s ability to make investments and the value of investments held by the Client or the Client’s ability to dispose of investments. A Client’s portfolio investments can be expected to be sensitive to the performance of the overall economy. Additionally, a serious pandemic, natural disaster, armed conflict, threats of terrorism, terrorist attacks and the impact of military or other action could severely disrupt the global, national and/or regional economies. A resulting negative impact on economic fundamentals and consumer and business confidence may increase the risk of Brookfield Asset Management Private Institutional Capital Adviser US, LLC24 default on funding obligations to particular investments, negatively impact market value and increase market volatility and reduced liquidity, all of which could have an adverse effect on a Client’s returns and ability to make and/or dispose of investments. No assurance can be given as to the effect of these events on a Client’s investments or investment objectives. Operational Risk. The long term profitability of the assets in which a Client invests will be dependent upon the efficient operation, maintenance and high availability of such assets. Inefficient operations, maintenance and low availability may reduce returns to Investors. Operations are also subject to the risk of equipment failure due to wear and tear, latent defect, design error, operator error, or early obsolescence, among other things, which could have a material adverse effect on the assets, liabilities, business, financial condition, results of operations and cash flow of investments.

New Technologies. A Client may invest in portfolio companies that invest in and use newly developed, less proven, technologies. There is no guarantee that such new technologies will perform as anticipated. The failure of a new technology to perform as anticipated or become obsolete may materially and adversely affect the performance of portfolio companies that invest in or use such technologies.

Investments in New Jurisdictions. Most Clients are intended to be global in nature and therefore may make portfolio investments in countries, territories and other jurisdictions in which the General Partner of the Client, BAM PIC US or Brookfield may not have significant experience or expertise. While the General Partner of the Client intends to mitigate this risk by engaging applicable service providers and personnel with the requisite experience and expertise, there is no guarantee that such persons will be adequate in all instances or will protect the Client and its investments in all instances. Risk of Unsuccessful Exit Strategies. A Client may opportunistically sell, publicly list, distribute or otherwise dispose of portfolio investments at any time. It is not possible to predict whether an exit strategy will be advantageous or available at the appropriate time. If a Client fails to execute an exit strategy successfully prior to liquidation, the Client may be forced to liquidate its assets on Brookfield Asset Management Private Institutional Capital Adviser US, LLC25 terms less favorable than anticipated and the proceeds from these portfolio investments and the remaining portfolio investments may be materially and adversely affected. Government Intervention. Since 2008, the global financial markets have undergone disruptions which have led to governmental intervention in certain jurisdictions. Such intervention has in certain cases been implemented on an “emergency” basis, suddenly and substantially eliminating market participants’ ability to continue to implement certain strategies or manage the risk of their outstanding positions. In addition, these interventions have typically been unclear in scope and application, resulting in confusion and uncertainty which in itself has been materially detrimental to the efficient functioning of the markets as well as previously successful investment strategies. If governmental intervention programs are unwound, there could likewise be uncertainty and adverse effects on the markets. It is impossible to predict what additional interim or permanent governmental restrictions (or easing of restrictions) may be imposed on the markets or the effect of such restrictions on a Client’s strategies.

Currency Risk. A Client’s investments may be subject to currency exchange rate volatility, including, without limitation, fluctuations in the rate of exchange between the U.S. dollar and the various non U.S. currencies in which certain of the Client’s investments may be denominated and costs associated with conversion of investment principal and income from one currency into another. It is not possible to hedge fully, perfectly or at all against currency fluctuations affecting the value of investments denominated in non U.S. currencies and it may not be economically feasible to do so. A Client may not be obligated to engage in any currency hedging operations and there can be no assurance as to the success of any hedging operations the Client may implement. Changes in non-U.S. currency exchange rates may also affect the value of distributions from, and the level of gains and losses realized on the sale of such investments. The rates of exchange between the U.S. dollar and other currencies are affected by many factors, including forces of supply and demand in the non-U.S. currency exchange markets. Exchange rates also are affected by the international balance of payments and other economic and financial conditions, government intervention, speculation and other factors. It is likely that the a Client will leave unhedged certain investments denominated in or generating cash flow in non-U.S. currencies and in any such case, such Client will be exposed to risk that such currency will decline in value against the U.S. dollar Brookfield Asset Management Private Institutional Capital Adviser US, LLC26 during the term of the investments such that the results of such investments will be worse in U.S. dollar terms than the results based upon the local currency. Valuations. Given the nature of the Clients’ proposed portfolio investments, a Client may rely upon the General Partner of the applicable Client for valuation of certain of such Client’s assets, including, without limitation, in connection with the distribution of illiquid securities upon the liquidation of such Client. The General Partner of the Client may engage qualified valuation professionals to assist in this determination; however, it is not required to do so. Given the nature of the proposed the Clients’ portfolio investments, valuation may be difficult. As such, any such valuations may be speculative. In addition, such valuations will affect the calculation of a General Partner’s carried interest distribution.

Illiquid and Long Term Investments. Although investments may generate current income, the return of capital and the realization of gains, if any, from an investment will most likely occur only upon the partial or complete disposition of such investment. While an investment may be sold at any time, it is generally expected that the disposition of most investments will not occur for a number of years after such investments are made. A Client generally will not be able to sell its securities publicly unless their sale is registered under applicable securities laws or will be able to sell the securities only under Rule 144 or other rules under the Securities Act which permit only limited sales under specified conditions. In addition, in some cases, a Client may be prohibited or limited by contract from selling certain securities for a period of time and, as a result, may not be permitted to sell an investment at a time it might otherwise desire to do so. Furthermore, investments may be subject to industry cyclicality, downturns in demand, market disruptions and the lack of available capital for potential purchasers and are therefore often difficult or time consuming to liquidate. Hedging Transactions. A Client or its portfolio investment may utilize financial instruments such as forward contracts, options, swaps, caps, collars, floors and other derivatives to seek to hedge against fluctuations in the relative values of their assets as a result of changes in currency exchange rates, market interest rates and public security prices. While these transactions may reduce certain risks, the transactions themselves entail certain other risks. Hedging against a decline in the value Brookfield Asset Management Private Institutional Capital Adviser US, LLC27 of an investment does not eliminate fluctuations in the value of such investment or prevent losses if the value of such investment declines, but instead establishes other positions designed to gain from those same developments, thus offsetting the decline in such investment’s value. These types of hedge transactions also limit the opportunity for gain if the value of such investment should increase. The success of hedging transactions will be subject to the ability to correctly predict movements in and the direction of, currency exchange rates, interest rates and public security prices. Therefore, while a Client or a portfolio investment may enter into hedging transactions to seek to reduce these risks, unanticipated changes in currency exchange rates, interest rates or public security prices may result in a poorer overall performance for the Client than if it had not engaged in any hedging transaction. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the investments being hedged may vary. Moreover, for a variety of reasons, a Client or a portfolio investment may not have established a perfect correlation between hedging instruments and the investments being hedged. This imperfect correlation may prevent the Client or a portfolio investment, as applicable, from achieving the intended hedge or expose it to risk of loss.

In addition, there is no limit on the exposure that may be incurred to any single counterparty under over-the-counter derivative instruments, exchange listed securities, options, repurchase agreements or other similar transactions and, as a result, if any such counterparty becomes unable to pay amounts due on such instruments or transactions, the financial losses to a Client would be greater than if such limits were imposed. Furthermore, the creditworthiness of a counterparty to any hedging transaction entered into by a Client may change over time and, while such counterparty may have been creditworthy at the time such transaction was entered into, there is no guarantee such counterparty will remain creditworthy throughout the duration of the Client, or that such counterparty will be able to perform its obligations under or pay amounts due on such hedging transactions. This risk is also subject to and heightened by commodity price fluctuations. Moreover, the U.S. Commodity Futures Trading Commission (the “CFTC”) and other federal and global financial regulators have adopted margin requirements for uncleared derivatives which may present significant challenges and additional risks for Clients, including increased costs, reduced access to dealer counterparties, potential decreases in market liquidity and other unforeseen Brookfield Asset Management Private Institutional Capital Adviser US, LLC28 consequences. These requirements also may result in a Client being unable to adequately hedge its investments, which may have an adverse impact on the performance of such Client. It is likely that the Clients will leave unhedged certain currency exchange rates, interest rates and public security prices and in any such case, the Clients will be exposed to risk that such fluctuation of prices thereof will decline during the term of the investments such that the results of such investments will be worse in U.S. dollar terms than the results based upon the local currency

In addition, if a Client relies on the de minimis exemption under the CFTC Rule 4.13(a)(3) or any other exemption from registration under the Commodity Exchange Act applicable to the Client at any time, the preceding paragraphs are subject to any limitations imposed thereunder.

It is possible that a Client will leave unhedged certain investments denominated in or generating cash flow in non U.S. currencies and in any such case, the Client will be exposed to risk that such currency will decline in value against the U.S. dollar during the term of the portfolio investment such that the results of such portfolio investment will be worse in U.S. dollar terms than the results based upon the local currency.

Non U.S. Investments. A Client may invest globally, including investments in emerging markets. Foreign securities involve certain risks not typically associated with investing in U.S. securities, including risks relating to (a) currency exchange matters including fluctuations in the rate of exchange between the U.S. dollar and the various foreign currencies in which the Client’s foreign investments may be denominated, and costs associated with conversion of investment principal and income from one currency into another, (b) differences between the U.S. and foreign securities markets, including potential price volatility in and relative illiquidity of some foreign securities markets, (c) the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and less government supervision and regulation, (d) certain economic and political factors, including potential exchange control regulations and restrictions on foreign investment and repatriation of capital and the risks of political, economic or social instability, (e) obtaining foreign governmental approvals and complying with foreign laws, (f) the possible imposition of foreign taxes on income and gains recognized with respect to such securities and (g) differing tax structures. Anti fraud and anti insider trading legislation in Brookfield Asset Management Private Institutional Capital Adviser US, LLC29 these countries may be rudimentary. There may be no prohibitions or restrictions on the ability of management to terminate existing business operations, sell or otherwise dispose of a portfolio investment’s assets or otherwise materially affect the value of the portfolio investment without the consent of the portfolio investment’s shareholders. Anti dilution protection also may be very limited. In these countries, the concept of fiduciary duty on the part of the management or directors of companies to shareholders and the protection of investors may be limited. The legal systems in these countries may offer no effective means for a Client to seek to enforce its rights or otherwise seek legal redress or to seek to enforce foreign legal judgments.

Portfolio Investment Management Risks. With respect to management at the portfolio investment level, many portfolio investments rely on the services of a limited number of key individuals, the loss of any one of whom could materially and adversely affect the portfolio investment’s performance. Although BAM PIC US expects to monitor the management of each portfolio investment, management of each portfolio investment will have day to day responsibility with respect to the business of such portfolio investment. In addition, certain portfolio investments may operate in highly regulated environments, and the Client will likely rely on the management teams to manage their activities in a manner consistent with applicable laws and regulations (including, without limitation, the U.S. Foreign Corrupt Practices Act and other anti-corruption, anti-bribery and anti-boycott laws, regulations and orders) and in a manner which will permit such portfolio investment to maintain a quality reputation. If a portfolio investment acts inconsistently with applicable laws and regulations or takes actions that cause such portfolio investment disrepute, such actions may adversely affect the Client, as an investor in the portfolio investment, and may damage the Client’s reputation, which may adversely impact the Client’s ability to complete investments in other portfolio investments and the Client’s ability to realize its investment objective. Control Position. Certain Clients will generally seek investment opportunities that allow the Client, alone or in combination with Brookfield, to have significant influence on the management, operations and strategic direction of the portfolio investments in which it invests. The exercise of control and/or significant influence over a company imposes additional risks of liability for environmental damage, underfunded pension plans, product defects, failure to supervise Brookfield Asset Management Private Institutional Capital Adviser US, LLC30 management and other types of liability in which the limited liability characteristic of business operations may generally be ignored. The exercise of control and/or significant influence over a portfolio investment could expose the assets of a Client to claims by such portfolio investment, its security holders and its creditors. While BAM PIC US intends to manage each Client in a way that will minimize exposure to these risks, the possibility of successful claims cannot be precluded. Minority Position. Certain Clients may also make minority equity or debt investments in portfolio investments where it may have limited influence. Such portfolio investments may have economic or business interests or goals that are inconsistent with those of the Client and the Client may not be in a position to limit or otherwise protect the value of its investment in such portfolio investments. A Client’s control over the investment policies of such portfolio investments may also be limited. This could result in the Client’s investments being frozen in minority positions that incur substantial loss. It could also prevent the Client from realizing the value of its investments and distributing proceeds in a timely manner. If the Client takes a minority position in publicly traded securities as a “toe hold” investment, such publicly traded securities may fluctuate in value over the limited duration of the Client’s investment in such publicly traded securities, which could potentiality reduce returns to Investors.

Toehold Investments. A Client may accumulate minority positions in the outstanding debt securities or in voting stock, or securities convertible into the voting stock, of potential portfolio investments. While a Client will seek to achieve such accumulation through open market purchases, registered tender offers, negotiated transactions, or private placements, the Client may be unable to accumulate a sufficiently large position in a portfolio investment to execute its strategy. In such circumstances, the Client may dispose of its position in the portfolio investment within a short time of acquiring it or not hold its position in the portfolio investment as long as originally intended; there can be no assurance that the price at which the Client can sell such securities will not have declined since the time of acquisition. Moreover, this may be exacerbated by the fact that securities of the companies that the Client may target may be thinly traded and that the Client’s position may nevertheless be substantial, although not controlling, and its disposal may depress the market price for such securities. Brookfield Asset Management Private Institutional Capital Adviser US, LLC31 Public Company Securities. Certain Clients may hold securities traded on public markets as part of its investment strategy. Investments in such securities may involve different risks than those associated with investments in securities that are not traded on public markets. Among those risks are (a) increased disclosure requirements, (b) greater volatility, (c) increased likelihood of shareholder litigation, (d) restrictions on timing of disposition and (e) increased compliance costs. In the event that a Client invests in distressed public securities, among the problems involved in such investments is the fact that it may be difficult to obtain timely and sufficient information as to the conditions of such troubled issuers. The market prices of such securities are also subject to abrupt and erratic market movements and above average price volatility, and the spread between the bid and asked prices of such securities may be greater than normally expected. It may take a number of years for the market price of such securities to reflect their intrinsic value and therefore may impact the valuation of a portfolio company.

Fund Level and Portfolio Investment Level Borrowing. A Client may, from time to time, borrow money to facilitate investments. It is expected that this indebtedness, if incurred, will be secured primarily by the commitments of the Investors and other assets of the Client. In addition, BAM PIC US intends to evaluate whether it is prudent and appropriate to incur this leverage and there can be no assurance that leverage will be incurred given that adverse economic factors, such as a significant rise in interest rates, may cause BAM PIC US, in its discretion, to elect not to incur such leverage. The extent to which the Client uses leverage may have important consequences to the Investors, including, but not limited to, the following: (a) greater fluctuations in the net assets of the Client; (b) use of cash flow (including capital contributions) for debt service and related costs and expenses, rather than for additional portfolio investments, distributions or other purposes; (c) increased interest expense if interest rate levels were to increase; (d) in certain circumstances, prematurely disposing of portfolio investments to service a Client’s debt obligations; and (e) limitation on the flexibility of the Client to make distributions to its Partners or sell assets that are pledged to secure the indebtedness. There can be no assurance that a Client will have sufficient cash flow to meet its debt service obligations. As a result, a Client’s exposure to losses may be Brookfield Asset Management Private Institutional Capital Adviser US, LLC32 increased due to the illiquidity of its portfolio investments generally. Finally, Investors whose commitments have been pledged may be called upon to fund their entire commitments to repay indebtedness and the failure of other Investors to honor their commitments may result in a Limited Partner’s payments exceeding its pro rata share of the indebtedness that has been obtained by a Client. BAM PIC US may fund certain capital needs of a Client with the proceeds of borrowings in lieu of drawing down commitments, which would result in the net internal rate of return of a Client being higher than it otherwise would have been without Client-level borrowing, particularly during the early years of a Client’s life. Subject to a Client’s Governing Documents, in the event a Client incurs such indebtedness, the preferred return in respect of investors will generally be less than otherwise would have been the case in the absence of such indebtedness. As a result, the General Partner of a Client (or an affiliate thereof) may be entitled to receive carried interest distributions earlier than it otherwise would have and/or to receive more carried interest distributions than it otherwise would have, in each case had the Client not incurred such indebtedness and, instead, had required investors to make capital contributions.

In addition, a Client’s investments are expected to include portfolio investments the capital structure of which may have significant leverage. While investments in leveraged companies offer the opportunity for capital appreciation, such investments also involve a high degree of risk. Although BAM PIC US will seek to use leverage in a manner it believes is appropriate under the circumstances, the leveraged capital structure of a portfolio investment will increase the exposure of such portfolio investment to material and adverse economic factors such as rising interest rates, downturns in the economy or deteriorations in the condition of such portfolio investment or its industry and which may impair such portfolio investment’s ability to finance its future operations and capital needs and result in restrictive financial and operating covenants. As a result, such portfolio investment’s flexibility to respond to changing business and economic conditions may be limited. If, for any of these reasons, a portfolio investment is unable to generate sufficient cash flow to meet principal and/or interest payments on its indebtedness or make regular dividend payments, the value of a Client’s investment in such portfolio investment could be significantly reduced or even eliminated. In addition, it may be the intention of a portfolio investment to Brookfield Asset Management Private Institutional Capital Adviser US, LLC33 refinance existing indebtedness at its maturity date but such portfolio investment may not be able to do so (a) at the rate assumed based on current market conditions, in which case such refinancing may be more costly or (b) at all, in which case such portfolio investment may not have sufficient funds on hand to pay its existing lenders. Guarantees of Investments and/or Affiliates. A Client may guarantee the obligations or other liabilities of investments and/or affiliates of the Client. As a result, if any such investment or affiliate defaults on its obligations, the Client will be required to satisfy such obligation. In order to do so, a Client may call capital, recall distributions or liquidate some or all of the investments prematurely at potentially significant discounts to fair value.

Cross-Collateralization. Indebtedness incurred by a Client and its respective fund entities is expected to be structured in a way that certain fund entities, such as parallel investment vehicles or any alternative investment vehicles, are jointly responsible on a cross-collateralized basis for the repayment of indebtedness, and the commitments of the Limited Partners of one of such fund entity are pledged to secure the indebtedness obtained for the benefit of the other fund entities. If the indebtedness is structured in this manner, the failure of Limited Partners in one fund entity to fund a capital call in order to repay indebtedness may result in other Limited Partners being required to fund more than their pro rata share of the indebtedness and, in certain circumstances, the Limited Partner may be called to fund its entire Commitment to repay indebtedness. Limited Partners in one or more such fund entities may benefit from the incurrence of indebtedness even though their commitments may not be pledged to secure such Indebtedness. In addition, certain guarantees or hedging arrangements may be cross-collateralized among fund entities and such guarantees or hedging arrangements would be subject to the same risks as cross-collateralized indebtedness. Fraud. Of paramount concern in originating debt investments is the possibility of material misrepresentation or omission on the part of a borrower. Such inaccuracy or incompleteness may adversely affect the valuation of the collateral underlying the investments, or may adversely affect the likelihood that a lien on the collateral securing the investments has been properly created and perfected. BAM PIC US will rely upon the accuracy and completeness of representations made by Brookfield Asset Management Private Institutional Capital Adviser US, LLC34 borrowers, but cannot guarantee such accuracy or completeness. Under certain circumstances, payments to the Client may be reclaimed if any such payment or distribution is later determined to have been made with intent to defraud or prefer creditors. Leverage. Some of the investments of a Client may utilize a leveraged capital structure in which case a third party would be entitled to cash flow generated by such investments prior to the Client receiving a return. While such leverage may increase returns or the funds available for investment by the Client, it will also increase the risk of loss on such leveraged investment due to adverse economic factors such as rising interest rates, downturns in the economy or deteriorations in the conditions of such investments. If a Client defaults on secured indebtedness, the lender may foreclose and the Client could lose its entire investment in the security for such loan. Because a Client may engage in portfolio financings where several investments are cross collateralized, multiple investments may be subject to the risk of loss. As a result, a Client could lose its interests in performing investments in the event such investments are cross collateralized with poorly performing or non performing investments. In addition, recourse debt, which certain Clients reserve the right to obtain, may subject other assets of the Client and the Investor’s capital commitments to risk of loss.

Board Participation. A Client, either alone or in combination with Brookfield, may seek to be the sole or largest investor in portfolio investments and will generally be represented on the boards of directors of most of its portfolio investments as well as positions on advisory, operating or similar committees of such portfolio investments. Such positions may have the effect of impairing BAM PIC US’s ability to sell the related securities when and upon the terms, it may otherwise desire and may subject BAM PIC US and the Client to claims they would not otherwise be subject to as an investor, including claims of breach of duty of loyalty, securities claims and other director related claims. In general, a Client will indemnify BAM PIC US from such claims. Risk of Limited Number of Investments. Since each Client generally may make only a limited number of investments and since a Client’s investments generally will involve a high degree of risk, poor performance by a few of the investments could severely affect the total returns to the Investors. In the event a portfolio investment fails to meet projections, the Client may suffer a Brookfield Asset Management Private Institutional Capital Adviser US, LLC35 partial or total loss of capital invested in that company. Litigation. Litigation can and does occur in the ordinary course of the management of an investment portfolio. A Client may be engaged in litigation both as a plaintiff and as a defendant. This risk is somewhat greater where a Client exercises control or significant influence over a portfolio company’s direction, including as a result of board participation. Such litigation can arise as a result of issuer default, issuer bankruptcies and/or other reasons. In certain cases, such issuers may bring claims and/or counterclaims against the Client, the General Partner of the Brookfield, BAM PIC US and/or their respective principals and affiliates alleging violations of securities laws and other typical issuer claims and counterclaims seeking significant damages. The expense of defending against claims made against a Client by third-parties and paying any amounts pursuant to settlements or judgments would be borne by the Client to the extent that (a) the Client has not been able to protect itself through indemnification or other rights against the portfolio company, (b) the Client is not entitled to such protections or (c) the portfolio company is not solvent. BAM PIC US, the General Partner of the Client and others may be indemnified by the Client in connection with such litigation in accordance with its Governing Documents.

Reliance on Service Providers. A Client, the General Partner of the Client and BAM PIC US may utilize the services of third-party providers, including but not limited to, attorneys, accountants, fund administrators and other consultants in their operations. A Client, the General Partner of the Client and BAM PIC US generally rely upon such service providers for their professional judgment with respect to legal, tax, accounting, operational and other regulatory matters. Nevertheless, there exists a risk that such service providers may provide incorrect advice from time to time or may otherwise make errors when providing services. None of the Clients, the General Partner of such Clients or BAM PIC US will generally have any liability to investors for any reliance upon such advice. Service Providers will be selected by the General Partner of the Client or BAM PIC US on behalf of the Client with due care and consistent with their obligations under applicable law. Notwithstanding the foregoing, the Client may bear the risk of any errors or omissions by such service providers. Additionally, subject to certain limitations, the Client is expected to exculpate and indemnify such service providers for any losses incurred. Brookfield Asset Management Private Institutional Capital Adviser US, LLC36 Regulatory Risks. As an affiliate of Brookfield, which has regulated activities, a Client and its activities may be subject to certain limitations that may not be applicable to an investor unaffiliated with a regulated entity. A Client may also be subject to certain restrictions when considering investments in regulated industries because of the impact of these investments on Brookfield. As a result, the General Partner of a Client may restrict or limit transactions or exercise of rights for the Client or limit the amount of voting securities purchased by the Client or restrict the type of governance rights it acquires or exercises in connection with its investments in regulated industries. In addition, regulatory changes could occur during the term of the applicable Client that may materially and adversely affect the Client.

Prevention of Money Laundering. As part of a General Partner’s responsibility for the prevention of money laundering under the Uniting and Strengthening America by Providing Appropriate Tools Required to Interrupt and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”) and similar laws in effect in non-U.S. countries, the Client may require a detailed verification of a prospective investor’s identity and the source of such prospective investor’s capital contributions. In the event of delay or failure by a prospective investor to produce any such information required for verification purposes, the Client may refuse to accept the subscription and any monies relating thereto. In addition, each prospective investor will be required to make certain representations and warranties to the Client. Each Investor will be required to promptly notify the applicable General Partner if any of the representations or warranties it makes to the applicable Client will cease to be true with respect to such investor. As a result of the above-described money laundering regulations, the General Partner of a Client may from time to time request (outside of the subscription process) and the investors may be obligated to provide to the General Partner of such Client upon such request, additional information as from time to time may be required for it and the Client to satisfy their respective obligations under these and other laws that may be adopted in the future. Also, the General Partner of a Client may from time to time be obligated to file reports with various jurisdictions with regard to, among other things, the identity of the Client’s investors and suspicious activities involving the interests in the Client. Brookfield Asset Management Private Institutional Capital Adviser US, LLC37 In the event it is determined that any investor or any direct or indirect owner of any investor, is a person identified in any of these laws as a prohibited person or is otherwise engaged in activities of the type prohibited under these laws, the General Partner of the Client may be obligated, among other actions to be taken, to withhold distributions of any funds otherwise owing to such investor or to cause such investor’s interests in the Client to be cancelled or otherwise redeemed (without the payment of any consideration in respect of those interests in the Client).

Disclosure of Information. As a result of increased regulations in the private funds and related industries, including with respect to the sources of funds used in investments and other Client activities, the General Partner of a Client may request additional documentation or information from investors in order to verify, among other things, such investor’s and its beneficial owners’ identity and the source of funds used to purchase the interests in the Client. The General Partner of the Client may decline to accept a subscription on the basis of the information that is provided or if this information is not provided. In order to comply with applicable laws, rules, regulations and policies, the General Partner of the Client may request additional information from the investors at any time. Such information may be provided to governmental and regulatory agencies without notification to the investors. The failure of an investor to comply with such request may result in adverse consequences applying to such investor pursuant to the Client’s Governing Documents, including its required withdrawal from the Client. Further, the General Partner of the Client or BAM PIC US will take such steps as it determines in its sole discretion are necessary or appropriate to comply with applicable law, regulations, orders, directives or special measures. Cybersecurity. The General Partner of a Client, BAM PIC US, a Client’s service providers and other market participants increasingly depend on complex information technology and communications systems to conduct business functions. For example, Clients may provide investors with statements, reports, notices, updates, requests and any other communications required under a Client’s Governing Documents in electronic form, such as e-mail or posting on Brookfield’s web-based reporting site or other Internet service, in lieu of or in addition to sending such communications as hard copies via fax or mail. These systems are subject to a number of different threats or risks that could adversely affect a Client and its investors, despite the efforts of Brookfield Asset Management Private Institutional Capital Adviser US, LLC38 the General Partner of the Client, the Client’s portfolio companies, BAM PIC US and service providers to adopt technologies, processes and practices intended to mitigate these risks and protect the security of their computer systems, software, networks, e-mail and other technology assets, as well as the confidentiality, integrity and availability of information belonging to the Client and its investors. Cyber incidents refer to both intentional attacks and unintentional events including: processing errors, human errors, technical errors including computer glitches and system malfunctions, inadequate or failed internal or external processes, market-wide technical- related disruptions, unauthorized access to digital systems (through “hacking” or malicious software coding), computer viruses, and cyber-attacks which shut down, disable, slow or otherwise disrupt operations, business processes or website access or functionality (including denial of service attacks). For example, unauthorized third parties may attempt to improperly access, modify, disrupt the operations of, or prevent access to these systems of the General Partner of the Client, the Client’s portfolio companies, BAM PIC US, and any of their service providers, counterparties or data within these systems without the knowledge of system users. Third parties may also attempt to fraudulently induce employees, customers, third-party service providers or other users of the General Partner of the Client, the Client’s portfolio companies, BAM PIC US, and any of their service providers’ systems to disclose sensitive information in order to gain access to their data or that of the Client’s investors. A successful penetration or circumvention of the security of the General Partner of the Client, the Client’s portfolio companies, BAM PIC US, and any of their service providers’ systems could result in the loss or theft of an investor’s data or funds, the inability to access electronic systems, disruption of its business, loss or theft of proprietary information or corporate data, physical damage to a computer or network system or costs associated with system repairs. Such incidents could cause the Client, the General Partner of the Client, the Client’s portfolio companies, BAM PIC US or any of their service providers to incur regulatory penalties, reputational damage, additional compliance costs associated with corrective measures, liability to clients or third parties, regulatory intervention or financial loss. BAM PIC US makes no assurances, representations or warranties in relation to these matters, and have not obtained representations or warranties in relation to these matters from all of their service providers. In addition, the General Partner of the Client, BAM PIC US, the Client’s subsidiaries and each of their respective affiliates reserve the right to intercept, monitor and retain e-mail messages to and from its systems as permitted by applicable law. Substantial costs may be incurred Brookfield Asset Management Private Institutional Capital Adviser US, LLC39 in order to prevent any cyber incidents in the future. While the Client’s service providers have established business continuity plans in the event of, and risk management systems to prevent, such cyber incidents, there are inherent limitations in such plans and systems including the possibility that certain risks have not been identified. Furthermore, the Client cannot control the cybersecurity plans and systems put in place by its service providers or any other third parties whose operations may affect the Client.

Similar types of operational and technology risks are also present for portfolio companies, which could have material adverse consequences for such portfolio companies, and may cause a Client’s portfolio investments to lose value.

Risk of Terrorism or Acts of War. It is possible that a major event (such as a terrorist attack) or other circumstance could provoke immediate dramatic changes in general market psychology and could motivate widespread variation in the absolute and relative pricing of assets and the availability of financing for such assets. Such an attack could have a variety of adverse consequences for a Client, including risks and costs related to the destruction of assets, inability to use one or more assets for their intended uses for an extended period, decline in income achievable or asset value, and injury or loss of life, as well as litigation related thereto. Availability and the terms of insurance for such events vary across countries. For U.S. assets, with the enactment of the Terrorism Risk Insurance Program Reauthorization Act of 2015 (“TRIPRA”), through the end of 2020, insurers must make terrorism insurance available under their property and casualty insurance policies. Furthermore, insurers providing terrorism insurance must meet certain standards to be eligible for relief under TRIPRA, which may result in such insurers charging higher rates for terrorism insurance than is customary for other types of insurance. While the Client intends to maintain terrorism insurance where appropriate, including, in some cases, terrorism insurance provided by Brookfield, such risks may or may not be insurable at rates that the General Partner of a Client deems economical or customary at all times. Additionally, if the Terrorism Risk Insurance Program Reauthorization Act of 2015 is discontinued after 2020, terrorism insurance may no longer be available, or may be offered by fewer providers at increased cost. So long as the Client’s service providers have followed typical industry practices in protecting the Brookfield Fund’s properties, recourse to them in the event of losses may be limited and such losses may be Brookfield Asset Management Private Institutional Capital Adviser US, LLC40 borne by the Client. Expedited Transactions. Investment analyses and decisions by BAM PIC US may frequently be required to be undertaken on an expedited basis to take advantage of investment opportunities. In such cases, the information available to BAM PIC US at the time an investment decision is made may be limited and BAM PIC US may not have access to detailed information regarding the investment. Therefore, no assurance can be made that BAM PIC US will have knowledge of all circumstances that may materially and adversely affect an investment.

Follow On Investments. Following the initial investment in a portfolio investment, a Client may be called upon to provide additional funds or have the opportunity to increase its investment in such company or to fund additional investments through such company. There is no assurance that the Client will make follow on investments or that the Client will have sufficient funds to make all such investments. Any decision not to make follow on investments or a Client’s inability to make them may have substantial negative impact on the portfolio investment in need of such investment and may result in missed opportunities for the Client or may result in dilution of portfolio investments (in the event alternative capital is used to satisfy such additional funding needs). If the Client has insufficient capital available to make any particular follow-on investment, an additional Client may make such investment. Additionally, if the Client makes a follow-on investment, there is no assurance that such follow-on investment will be successful.

Projections. A Client may rely upon projections developed by BAM PIC US concerning an investment’s future performance, outcome and cash flow. Projections are inherently subject to uncertainty and factors beyond the control of BAM PIC US. The inaccuracy of certain assumptions, the failure to satisfy certain requirements and the occurrence of other unforeseen events could impair the ability of an Investment to realize projected values, outcomes and cash flow. Potential Restrictive Covenants. Some Clients may enter into a subscription credit facility with one or more lenders in order to finance the acquisition of portfolio investments. It is anticipated that any such subscription credit facility will contain a number of covenants that, among other Brookfield Asset Management Private Institutional Capital Adviser US, LLC41 things, might restrict the ability of a Client and a subsidiary, if applicable, to: (i) acquire or dispose of assets or businesses; (ii) incur additional indebtedness; (iii) make capital expenditures; (iv) make cash distributions; (v) create liens on assets; (vi) enter into leases, investments or acquisitions; (vii) engage in mergers or consolidations; (viii) make capital calls to the Investors; (ix) amend certain documents, such as the Governing Documents and a subsidiary’s organizational documents, if applicable; or (x) engage in certain transactions with affiliates, and otherwise restrict activities of the Client (including its ability to acquire additional investments, businesses or assets, or effect certain changes of control or asset sale transactions) without the consent of the lenders. In addition, such a subscription credit facility would likely require the Client to maintain specified financial ratios and comply with tests, including minimum interest coverage ratios, maximum leverage ratios, minimum net worth and minimum equity capitalization requirements. The Client may incur indebtedness under such subscription credit facility that bears interest at a variable rate. Economic conditions could result in higher interest rates, which could increase debt service requirements on variable rate debt and could reduce the amount of cash available for various Client purposes.

Risks of Multi Step Acquisitions. In the event a transaction is to be effected by means of a multi step acquisition, there can be no assurance that the remainder can be successfully acquired. This could result in a Client having only partial control over the investment or partial access to its cash flow to service debt incurred in connection with the acquisition.

Bridge Financings. A Client may make an investment with the intent of selling, refinancing or otherwise reducing it, including through co-investment by one or more investors or third parties, after the closing of such investment. Any such investment may include assets that the General Partner of such Client may not have caused the Client to acquire on a stand-alone basis (including, without limitation, because the risk/return profile or other characteristics of such assets may not be desirable or appropriate for the Brookfield Fund), and the General Partner may seek to reduce the Client’s exposure to such assets through disposition, refinancing, co- investment, another transaction. In these situations, the Client’s strategy may depend, in part, upon its ability to sell, refinance or otherwise reduce its exposure to such investments after initially agreeing to consummate them. There can be no assurance in such instances that the Client will be successful in doing so or that the terms of any such transaction will be attractive, Brookfield Asset Management Private Institutional Capital Adviser US, LLC42 including because there may not be sufficient interest in or for the assets and/or investors and/or third parties may not accept all or a portion of the amount offered for co-investment. If the Client is unable to complete such an anticipated transaction, its investments will be less diversified than they otherwise may have been and the Client may have greater exposure to certain investments, regions and sectors than intended or desired, including to assets that the General Partner would not have acquired on a stand-alone basis or to an investment that exceeds the amount that is permitted to be invested in a single investment that does not involve bridge financing. In addition, to the extent that the Client is unable to complete an anticipated transaction, it may incur broken deal and related costs associated with the pursuit of such transaction. Client.

Generally, in the case of a Client reducing an investment involving bridge financing (including through disposition or co-investment), such transaction will be completed at a price negotiated by the General Partner of such Client and the purchaser taking into account the then-relevant facts and circumstances, which may include the Brookfield Fund’s cost of such investment (and an allocable portion of costs and expenses) and other market events and forces. There can be no assurance that such transaction price will be equal to or more than the Client’s cost of such investment or that it necessarily or accurately reflects the then-market value of such investment. In addition, a Client may face increased risk of inability to complete the transaction under certain market conditions, including when the investment has decreased in value while held by the Client and the Client will be required to bear the losses of such investment if such transaction is not consummated or if the Client is required to sell the co-investment at a reduced price in order to reduce the Client’s exposure to such investment. Investments with Third Parties. A Client may co invest with third parties through joint ventures or other entities in so called “club deals”. Such portfolio investments may involve risks not present in investments where a third party is not involved, including the possibility that such third party co venturer or partner may have investment strategies and objectives (with respect to the particular investment or their fund as a whole) which are inconsistent with those of the Client, may have or encounter financial difficulties after the investment is made leading to a change in investment strategies and objectives, or may be in a position to take action in a manner contrary to Brookfield Asset Management Private Institutional Capital Adviser US, LLC43 the Client’s investment objectives. In the event a third party co venturer defaults on its funding obligations to a portfolio investment, the Client may be required to make additional capital contributions to such company to replace the shortfall caused by such third party co venturer. In addition, a Client may in certain circumstances be liable for the actions of its third party co venturers or partners. It may also be more difficult for the Client to sell its interest in any joint venture, partnership or entity with other owners than to sell its interest in other types of investments. Co venturers or partners may possess joint approval rights with the Client with respect to major decisions concerning the management and disposition of a portfolio investment, which would increase the risk of deadlocks. A deadlock could delay the execution of the business plan for the investment or require the Client to engage in a buy sell of the portfolio investment with the co venturer or partner or conduct the forced sale of such investment. As a result of these risks, a Client may be unable to fully realize its expected return on any such investment.
Material Non Public Information; Trading Restrictions; Information Not Made Available.
From time to time, the ability of the Clients to buy or sell certain securities may be restricted by applicable securities laws or regulatory requirements applicable to Brookfield (and/or its internal policies designed to comply with these and similar requirements). Brookfield may possess material, non public information about an investment entity or other potential investment entity that would limit the ability of the Clients to buy and sell securities related to that investment or other potential investment. This may adversely affect a Client’s ability to make and/or dispose of certain investments. Other Activities of BAM PIC US and Investment Committee. The members of the investment committee of BAM PIC US and other Brookfield employees who play key roles in managing the Clients spend a portion of their time on matters other than or only tangentially related to the Clients. Time is spent on managing and exiting investments of other Brookfield investment partnerships, including investments made on behalf of Brookfield, and on providing services to and effecting transactions on behalf of other groups within Brookfield and accounts other than the Clients. Such obligations of these individuals could conflict with their responsibilities to the Clients. Brookfield Asset Management Private Institutional Capital Adviser US, LLC44
Material Risks of Specific Types of Investments:
Private Equity Specific Risks Nature of Distressed Investments. A Client may invest in securities of portfolio investments that are in weak financial condition, experiencing poor operating results, having substantial financial needs or negative net worth, facing special competitive or product obsolescence problems, or that are involved in bankruptcy or reorganization proceedings. Investments of this type involve substantial financial business risks that can result in substantial or total losses.

Portfolio investments may become involved in bankruptcy proceedings. Bankruptcy or other insolvency proceedings are highly complex and may result in unpredictable outcomes. The bankruptcy courts have extensive power and, under some circumstances, may alter contractual obligations of a bankrupt company. Shareholders, creditors and other interested parties are all entitled to participate in bankruptcy proceedings to attempt to influence the outcome for their own benefit. A variety of factors may affect the bargaining position of holders of distressed investments and may accordingly affect the outcome. The time required to conclude a bankruptcy case is unpredictable, and may have a material impact on the value of a distressed investment. It also frequently is a critical variable in determining the rate of return on a distressed investment.

Distressed investments require active monitoring and may, at times, require participation in business strategy or reorganization proceedings by the General Partner. To the extent that the Client becomes involved in such proceedings, the Client may have a more active participation in the affairs of the issuer than that assumed generally by an investor. In addition, involvement by the Client in an issuer’s reorganization proceedings (or by having representatives on a creditor’s committee or on its board of directors) could result in the imposition of restrictions limiting the Client’s ability to liquidate its position in the issuer. The level of analytical sophistication, both financial and legal, necessary for successful investment in companies experiencing significant business and financial difficulties is unusually high. There Brookfield Asset Management Private Institutional Capital Adviser US, LLC45 is no assurance that BAM PIC US will correctly evaluate the value of a portfolio investment’s assets or the prospects for a successful reorganization or similar action. In any reorganization or liquidation proceeding relating to a portfolio investment in which the Client invests, the Client may lose its entire investment, may be required to accept cash or securities with a value less than the Client’s original investment, and/or may be required to accept payment over an extended period of time.

Junior, Unsecured Securities. Any debt securities in which a Client will invest may be unsecured and subordinated to substantial amounts of senior indebtedness, all or a significant portion of which may be secured. In the event of the bankruptcy or liquidation of an issuer of such securities, there may not be enough proceeds to repay the holders of such securities following repayment to the holders of senior indebtedness. In addition, such securities may not be protected by financial covenants or limitations upon additional indebtedness, thereby providin please register to get more info

The event disclosed below does not involve a “management person” of BAM PIC US. BAM PIC US is disclosing this event as it may relate to a client’s or prospective client’s assessment of BAM PIC US’s advisory business. Criminal and civil charges have been filed against certain Brazilian employees of a BAM affiliate based in Brazil (“Brazil Affiliate”). These proceedings involve allegations of misconduct regarding certain permits and licenses granted between 2008 and the end of 2009 for expansions and renovations of shopping malls in Brazil. The allegations were made by a former employee of the Brazil Affiliate who was terminated for fraud and against whom there is an ongoing lawsuit and criminal investigation. The allegations were that payments made to municipal planning consultants hired during mall construction to obtain necessary licenses and permits and to ensure that projects adhere to municipal codes and regulations, were used by them to bribe municipal Brookfield Asset Management Private Institutional Capital Adviser US, LLC51 officials. The civil action was filed on February 5, 2013 and the criminal action was formally accepted by the judge on February 15, 2013. It is general practice in Brazil to file civil charges in conjunction with criminal charges. The civil and criminal charges are based on the same underlying allegations made by the former employee. The employees of the Brazil affiliate named in the lawsuits deny any wrongdoing. Brookfield brought the allegations to the attention of the Risk Management Committee of its Board of Directors and launched an independent investigation by a major New York based law firm to ascertain if there was any evidence to support the allegations. The investigation lasted eight months and was comprehensive and thorough. The investigation was completed and the information available does not support the payments made by the Brazil Affiliate to consultants were used to pay bribes to municipal officials. please register to get more info

BAM PIC US is an indirect wholly owned subsidiary of BAM, a publicly owned Canadian corporation. BAM owns, operates and manages investments in real assets, with a focus on real estate, infrastructure and sustainable resources, renewable power, and private equity in North and South America, Australia, Asia and Europe. BAM also offers investment strategies focused on such real assets (including through Clients) mainly to institutional investors.
AFFILIATE TRANSACTIONS:
Brookfield and certain affiliates of Brookfield and BAM PIC US may provide services to prospective investors and Clients, including a Client’s portfolio companies for compensation. See Item 5 above for details of such arrangements.
BAM AFFILIATED ADVISERS:
BAM PIC US is an affiliate of Brookfield Asset Management Private Institutional Capital Adviser (Canada), LP (together with its Participating Affiliates, “BAM PIC Canada”), Brookfield Asset Management Private Institutional Capital Adviser (Credit), LLC (“BAM PIC Credit”), Brookfield Asset Management Private Institutional Capital Adviser (Private Equity), L.P. (together with its Brookfield Asset Management Private Institutional Capital Adviser US, LLC52 Participating Affiliates, “BAM PIC PE”). BAM PIC Canada, BAM PIC Credit and BAM PIC PE are registered with the SEC as investment advisers under the Advisers Act. Each of BAM PIC Canada, BAM PIC Credit and BAM PIC PE (together, the “BAM Affiliated Advisers”) serve as investment adviser or sub adviser to Clients (together, the “BAM Affiliated Advisers”). Brookfield Investment Management Inc. (“BIM”), a registered investment adviser, is a separately operated subsidiary of BAM. BIM is an active participant, as agent and principal, in the global fixed income, currency, commodity, equities and other markets. Certain of BIM’s investment activities are managed independently and carried out without any reference to the management of the Clients. For example, BIM may invest, trade or make a market in the equity, debt or other interests of investments without regard to the impact on the Clients of such activities. In particular, BIM manages investment funds and accounts that invest in public debt and equity markets. There is currently an information barrier in place pursuant to which the BAM Affiliated Advisers and BIM manage their investment operations independently of each other and do not share information relating to such activities. Consequently, neither BAM PIC US nor BIM consults the other about, or has awareness of, investment decisions made by the other. As a result, BIM will not share investment opportunities that may otherwise be suitable for the Clients with BAM PIC US and BAM PIC US and the Clients will have no rights with respect to such opportunities. In addition, in certain circumstances, funds and/or accounts managed by BIM may hold an interest in a portfolio company of a Client and, as a result of different investment objectives and views, BIM may manage such interests in a way that is different from the Client (including, for example, by investing in different portions of an issuer’s capital structure, short selling securities, voting securities in a different manner, and/or selling its interests at different times than the Client). The potential conflicts of interest described herein may be magnified as a result of the information sharing barrier as the Client’s investment team may not be aware of, and may not have the ability to manage, such conflicts. Brookfield may decide at any time, and without notice to Investors, to remove or modify such information barrier. In the event that the information barrier is removed or modified, BAM PIC US may be subject to certain protocols, obligations and restrictions in managing the Clients, including, for example, conflicts management protocols, aggregated regulatory reporting obligations and certain potential investment related restrictions. Certain members of BAM’s senior management and members of BAM PIC US perform similar Brookfield Asset Management Private Institutional Capital Adviser US, LLC53 functions for the BAM Affiliated Advisers. BAM PIC US may enter into sub advisory relationships with one or more of the BAM Affiliated Advisers from time to time generally for regional specific advice. In addition, the BAM Affiliated Advisers may continue to organize other investment products and provide services to such products (as the general partner, investment manager or equivalent). BAM PIC US does not have any employees. It provides advisory services using individuals employed by certain of its affiliates, including certain non US affiliates, through an arrangement pursuant to which such individuals are deemed to be associated persons of BAM PIC US and are subject to the supervision of BAM PIC US.

BROOKFIELD COMMITMENT:

Brookfield’s commitment to a Client (the “Brookfield Commitment”) may be satisfied by publicly-traded and/or privately owned affiliates of Brookfield. As a result of such participation, all or a substantial portion of the Brookfield Commitment will be satisfied directly or indirectly by affiliates (and investment vehicles) that are not responsible for the management of the Client, may be substantially beneficially owned by third parties who are not affiliated with Brookfield and may have different objectives than the Client; as a result, in certain circumstances such affiliates (and investment vehicles) may not have a complete alignment of interest with other investors. Furthermore, in the event that any such affiliates that are satisfying Brookfield’s commitment have capital constraints in the future, it could influence investment decisions made by the General Partner in respect of the Client.
ACQUISITION OF OAKTREE:
In 2019, Brookfield completed the acquisition of approximately 61% of the business of Oaktree Capital Group, LLC (together with its affiliates, “Oaktree”). Oaktree is a global investment manager with $120 billion in assets under management as of December 31, 2018, emphasizing an opportunistic, value-oriented and risk-controlled approach to investments in credit, private equity, real assets and listed equities. It is expected that Brookfield and Oaktree will continue to operate Brookfield Asset Management Private Institutional Capital Adviser US, LLC54 their respective investment businesses largely independently, with each remaining under its current brand and led by its existing management and investment teams, and Brookfield and Oaktree managing their investment operations independently of each other pursuant to an information barrier. It is expected that Brookfield, Brookfield Clients and their portfolio companies will engage in activities and have business relationships that give rise to conflicts (and potential conflicts) of interest between them, on the one hand, and Oaktree, Oaktree-managed funds and accounts (collectively, “Oaktree Accounts”) and their portfolio companies, on the other hand. For so long as Brookfield and Oaktree manage their investment operations independently of each other pursuant to an information barrier, Oaktree, Oaktree Accounts and their respective portfolio companies generally will not be treated as affiliates of Brookfield, Brookfield Clients and their portfolio companies, and conflicts (and potential conflicts) considerations, including in connection with allocation of investment opportunities, investment and trading activities, and agreements, transactions and other arrangements entered into with Oaktree, Oaktree Accounts and their portfolio companies, generally will be managed in accordance with disclosures set out in the Governing Documents and independently as further summarized herein.

There is (and in the future will continue to be) overlap in investment strategies and investments pursued by Oaktree Accounts and Clients. Nevertheless, Brookfield does not expect to coordinate or consult with Oaktree with respect to investment activities and/or decisions. While this absence of coordination and consultation, and the information barrier described above, will in some respects serve to mitigate conflicts of interests between Oaktree and Brookfield, these same factors also will give rise to certain conflicts and risks in connection with Brookfield’s and Oaktree’s investment activities, and make it more difficult to mitigate, ameliorate or avoid such situations. For example, because neither Brookfield nor Oaktree are expected to coordinate or consult with the other about investment activities and/or decisions made by the other, and neither Brookfield nor Oaktree is expected to be subject to any internal approvals over its investment activities and decisions by any person who would have knowledge and/or decision-making control of the investment decisions of the other, it is expected that Oaktree will pursue investment opportunities for Oaktree Accounts which are suitable for Clients, but which are not made available to those Clients. Oaktree Accounts Brookfield Asset Management Private Institutional Capital Adviser US, LLC55 and Clients are also expected to compete, from time to time, for the same investment opportunities. Such competition could, under certain circumstances, adversely impact the purchase price of investments. Oaktree will have no obligation to, and generally will not, share investment opportunities that may be suitable for Clients with Brookfield, and Brookfield and the Clients will have no rights with respect to any such opportunities. In addition, Oaktree will not be restricted from forming or establishing new Oaktree Accounts, such as additional funds or successor funds. Oaktree Accounts also will not be restricted from pursuing investment opportunities based in whole or in part on information, support and knowledge provided directly or indirectly by Brookfield. For example, Brookfield expects to provide Oaktree, from time to time, with (i) access to marketing-related support, including, for example, strategy sessions, introductions to investor relationships and other marketing facilitation activities, and (ii) strategic oversight and business development support, including general market expertise and introductions to market participants such as portfolio companies, their management teams and other relationships). Certain such Oaktree Accounts could compete with or otherwise conduct their affairs without regard as to whether or not they adversely impact Clients. In addition, Oaktree Accounts will be permitted to make investments of the type that are suitable for Clients without the consent of the Clients or Brookfield. From time to time, Clients and Oaktree Accounts are expected to purchase or sell an investment from each other, as well as jointly pursue one or more investments. In addition, from time to time, Oaktree Accounts are expected to hold an interest in an investment held by a Client (or potential Client investment), and/or subsequently purchase (or sell) an interest in an investment held by a Client (or potential Client investment). In such situations, Oaktree Accounts could benefit from Clients’ activities. Conversely, Clients could be adversely impacted by Oaktree’s activities. In addition, as a result of different investment objectives, views and/or interests in investments, it is expected that Oaktree will manage certain Oaktree Accounts’ interests in a way that is different from Clients’ interests (including, for example, by investing in different portions of an issuer’s capital structure, short selling securities, voting securities or exercising rights it holds in a different manner, and/or selling its interests at different times than Clients), which could adversely impact Clients’ interests. Oaktree and Oaktree Accounts are also expected to take positions, give advice and provide recommendations that are different, and potentially contrary to those which are taken by, or given or provided to, Clients, and are expected to hold interests that Brookfield Asset Management Private Institutional Capital Adviser US, LLC56 potentially are adverse to those held by Clients. Clients and Oaktree Accounts will in certain cases have divergent interests, including the possibility that the Clients’ interests are subordinated to Oaktree Accounts’ interests or are otherwise adversely affected by Oaktree Accounts’ involvement in and actions related to the investment. Oaktree will not have any obligation or other duty to make available for the benefit of Clients any information regarding its activities, strategies and/or views. Oaktree may provide similar information, support and/or knowledge to Brookfield, and the conflicts (and potential conflicts) of interest described above will apply equally in those circumstances.

Brookfield and Oaktree are likely to be deemed to be affiliates for purposes of certain laws and regulations, notwithstanding their operational independence and/or information barrier, and it is anticipated that, from time to time, Clients and Oaktree Accounts will each have positions (which in some cases will be significant) in one or more of the same issuers. As such, Brookfield and Oaktree likely will need to aggregate certain investment holdings, including holdings of Clients and Oaktree Accounts, for certain securities laws purposes (including trading restrictions under Rule 144 under the Securities Act, complying with reporting obligations under Section 13 of the Exchange Act and the reporting and short-swing profit disgorgement obligations under Section 16 of the Exchange Act) and other regulatory purposes (including (i) public utility companies and public utility holding companies; (ii) bank holding companies; (iii) owners of broadcast licenses, airlines, railroads, water carriers and trucking concerns; (iv) casinos and gaming businesses; and (v) public service companies (such as those providing gas, electric or telephone services)). Consequently, Oaktree’s activities could result in earlier public disclosure of Client investments, restrictions on Client transactions (including the ability to make or dispose of certain investments at certain times), adverse effects on the prices of Client investments, potential short-swing profit disgorgement, penalties and/or regulatory remedies, or otherwise create conflicts of interests for Clients. In managing its investment activities, Oaktree will act for its own account or on behalf of Oaktree Accounts and in its and/or their own interests, without regard to the interests of Brookfield and/or Clients. The potential conflicts of interest described herein are expected to be magnified as a result of the lack of information sharing and coordination between Brookfield and Oaktree. Clients’ investment Brookfield Asset Management Private Institutional Capital Adviser US, LLC57 teams are not expected to be aware of, and will not have the ability to manage, such conflicts. This will be the case even if they are aware of Oaktree’s investment activities through public information. Brookfield and Oaktree may decide, at any time and without notice to Clients or their limited partners, to remove or modify the information barrier between Brookfield and Oaktree. In the event that the information barrier is removed or modified, it would be expected that Brookfield and Oaktree will adopt certain protocols designed to address potential conflicts and other considerations relating to the management of their investment activities in a different or modified framework. Breaches (including inadvertent breaches) of the information barrier and related internal controls by Brookfield and/or Oaktree could result in significant consequences to Brookfield (and Oaktree) as well as have a significant adverse impact on Clients, including (among others) potential regulatory investigations and claims for securities laws violations in connection with Clients’ investment activities. These events could have adverse effects on Brookfield’s reputation, result in the imposition of regulatory or financial sanctions, negatively impact Brookfield’s ability to provide investment management services to the Clients, all of which could result in negative financial impact to the Clients’ investments.

To the extent that the information barrier is removed or otherwise ineffective and Brookfield has the ability to access analysis, models and/or information developed by Oaktree and its personnel, Brookfield will not be under any obligation or other duty to access such information or effect transactions on behalf of Clients in accordance with such analysis and models, and in fact may be restricted by securities laws from doing so. Clients may make investment decisions that differ from those it would have made if Brookfield had pursued such information, which may be disadvantageous to Clients. As a global alternative asset manager with significant assets under management and a long history of owning and operating assets and businesses across various industries, sectors and geographies, Brookfield leverages its broad reach, expertise and relationships in managing its Clients’ investment and asset management activities. Brookfield expects to similarly leverage its relationship with Oaktree, Oaktree Accounts and/or their portfolio companies to the extent practicable pursuant to the information barrier. These activities give rise to conflicts (and potential conflicts) of interest considerations as Brookfield (indirectly) benefits from them. However, Brookfield believes that Brookfield Asset Management Private Institutional Capital Adviser US, LLC58 these activities are in the best interest of its Clients. Among other things, Clients’ portfolio companies are and will be counterparties in agreements, transactions and other arrangements with Oaktree Accounts’ portfolio companies for the provision of goods and services, purchase and sale of assets and other matters that would otherwise be transacted with independent third parties. These agreements, transactions and other arrangements will involve payment of fees and other amounts and/or other benefits to Oaktree Accounts’ portfolio companies, none of which will result in any offset to Clients’ management fees. Such agreements, transactions and other arrangements will generally be entered into without the consent or direct involvement of any Client or its investors. This is because, among other considerations, Oaktree, Oaktree Accounts and their respective portfolio companies generally are not considered affiliates of Brookfield, Brookfield Clients and their portfolio companies under the Governing Documents. These agreements, transactions or other arrangements are expected to be entered into in the ordinary course. In certain cases, they will be entered into with active participation by Brookfield and in other cases by the portfolio companies’ management teams independently of Brookfield. In all cases, Brookfield will seek to ensure that the agreements, transactions or other arrangements are in the Clients’ portfolio companies’ best interests, with terms to be determined in good faith as fair, reasonable and equitable under the circumstances. However, there can be no assurance that the terms of any such agreement, transaction or other arrangement will be executed on an arm’s length basis, be as favorable to the applicable portfolio company as otherwise would be the case if the counterparty were not related to Oaktree, or be the same as those that other Oaktree Accounts’ portfolio companies receive from the counterparty. In some circumstances, Brookfield Accounts’ portfolio companies may receive better terms from an Oaktree Account portfolio company than from an independent counterparty. In other cases, these terms may be worse. Brookfield may from time to time engage Oaktree, Oaktree Accounts and/or their portfolio companies to provide certain services to Clients and their portfolio companies, including without limitation non-investment management related services and other services that would otherwise be provided by third-party service providers or Brookfield affiliates, as the case may be. Each such engagement will be in accordance with disclosures set out in the Governing Documents (including offering documents). Brookfield Asset Management Private Institutional Capital Adviser US, LLC59 In addition, Oaktree may from time to time engage Brookfield, Brookfield Clients or their portfolio companies to provide services to Oaktree Accounts and/or their portfolio companies, and the conflicts (and potential conflicts) of interest described above will apply equally for each such engagement. This does not purport to be a complete list or explanation of all actual or potential conflicts that may arise as a result of the Oaktree acquisition, and additional conflicts not yet known by Brookfield or Oaktree may arise in the future and that conflicts will not necessarily be resolved in favor of Clients’ interests. Because of the extensive scope of both Brookfield’s and Oaktree’s activities and the complexities involved in combining certain aspects of existing businesses, the policies and procedures to identify and resolve such conflicts of interest will continue to be developed over time.
CONFLICTS WITH PORTFOLIO COMPANIES:
Officers and employees of Brookfield will serve as directors and officers of certain portfolio companies and, in that capacity, will be entitled to make decisions that consider the best interests of such portfolio companies and their respective shareholders or other stakeholders. In certain circumstances, for example in situations involving bankruptcy or near insolvency of a Client’s portfolio company, actions that may be in the best interest of the portfolio company may not be in the best interests of the Client, and vice versa. Accordingly, in these situations, there will be conflicts of interest between such individual’s duties as an officer or employee of Brookfield and such individual’s duties as a director or officer of the portfolio company. In addition, employees of Brookfield may directly perform services for, or become employed by, the portfolio companies or platform organizations of a Client instead of BAM PIC US. Under such an arrangement, Brookfield, the portfolio company or the platform organization (or a combination thereof) may pay all or a portion of the salary, supervise or otherwise oversee the employment of such employees, which may create conflicts of interest when the employees are considering the interests of the Client and the interests of the portfolio company or platform organization and may cause Investors to indirectly bear expenses. An employee may or may not return to Brookfield after the Client’s disposition of such investment. Brookfield Asset Management Private Institutional Capital Adviser US, LLC60 In the ordinary course, Brookfield may hire employees of portfolio companies. Such persons may, in their capacity as employees of Brookfield, provide similar services to a portfolio company as they provided when employed directly by such portfolio company. Any such services will be provided in the same manner and on the same terms as similar services provided by other employees of Brookfield. There can be no assurances that the rates charged by Brookfield for such services will not be greater than those paid by the respective portfolio company for such services, and there can be no assurances that the Client will not bear a disproportionate amount of Brookfield’s internal costs associated with the employment of any such employees by portfolio companies.

Portfolio companies held by Brookfield or a Client may make strategic acquisitions or investments in furtherance of their respective businesses. As a result, certain investment opportunities sourced by Brookfield that might otherwise be suitable for a Client may not be available to such fund as set out in the applicable Governing Documents of a Client.
INSURANCE:
The General Partner of a Client may cause a Client to purchase insurance for the benefit of the Client, the General Partner, BAM PIC US and their employees, affiliates, agents and representatives. The Clients and their respective portfolio companies may utilize an affiliated insurance broker or provider in connection with all or part of their insurance coverage and the Client may leverage the scale of Brookfield by participating in shared, or umbrella, insurance policies as part of a broader group of entities affiliated with Brookfield. Further, any insurance policy purchased by or on behalf of the Client (including policies covering the Client, the General Partner, BAM PIC US and other funds and accounts) may provide coverage for situations where the Client would not provide indemnification, including situations involving culpable conduct by the General Partner or BAM PIC US. Nonetheless, the Client’s share of the fees and expenses in respect of insurance coverage will not be reduced to account for these types of situations. To the extent an insurance policy provides coverage with respect to Client-related or investment- related matters, all or a portion of the fees and expenses of such insurance policy may be allocated Brookfield Asset Management Private Institutional Capital Adviser US, LLC61 to the Client. The amount of any such insurance-related fees and expenses allocated to the Client will be determined by Brookfield in its reasonable discretion taking into consideration certain facts and circumstances, including, among other things, the value of each covered client’s and account’s investments and capital commitments (if applicable) and the value of each covered fund’s and account’s covered investments. While Brookfield expects to consider certain objective criteria when determining how to allocate the cost of insurance coverage that applies to multiple funds and accounts, because of the uncertainty of whether claims will arise in the future and the timing and the amount that may be involved in any such claim, the determination of how to allocate such fees and expenses also requires Brookfield to take into consideration other facts and circumstances that are more subjective in nature. In addition, because Brookfield may bear a portion of such fees and expenses and has differing investment interests in the funds and accounts it manages, conflicts may arise in the determination of the proper allocation of such fees and expenses among Brookfield and the Clients and accounts it manages. As a result, it is unlikely that Brookfield will be able to accurately allocate the fees and expenses of any such insurance based on the actual claims of a particular Client or account, including the Client.

While shared insurance policies may be cost effective, claims made by any such entities affiliated with Brookfield may result in increased costs to a Client and such policies may have an overall cap on coverage. To the extent an insurable event results in claims in excess of such cap, the Brookfield Fund may not receive as much in insurance proceeds as it would have received if separate insurance policies had been purchased for each party and Brookfield may face a conflict in interest in properly allocating insurance proceeds across all claimants, which could result in a Client receiving less in insurance proceeds than if separate insurance policies had been purchased for each insured party individually. Similarly, insurable events may occur sequentially in time while subject to a single overall cap. To the extent insurance proceeds for one such event are applied towards a cap and the Brookfield Fund experiences an insurable loss after such event, a Client may not receive any insurance proceeds or may not receive as much in insurance proceeds as it would have received if separate insurance policies had been purchased for each party, and Brookfield may face a conflict in interest in properly allocating insurance proceeds across all claimants. Brookfield Asset Management Private Institutional Capital Adviser US, LLC62 In addition, a Client may need to determine whether or not to initiate litigation (including potentially involving Brookfield where it is the broker or provider of such insurance) in order to collect from an insurance provider, which may be lengthy and expensive and which ultimately may not result in a financial award. The potential for Brookfield to be a counterparty in any litigation or other proceedings regarding insurance claims creates a further potential conflict of interest. Furthermore, in providing such insurance, Brookfield may seek reinsurance for all or a portion of the coverage, which could result in Brookfield earning and retaining fees and/or a portion of the premiums associated with such insurance while not retaining all or a commensurate portion of the risk insured. Brookfield will seek to allocate the costs of such insurance and proceeds from claims in respect of such insurance policies and resolve any conflicts of interest, as applicable, in a manner it determines to be fair. In that regard, Brookfield may, if it determines it to be necessary, consult with one or more third parties in allocating such costs and proceeds and resolving such conflicts.
FINANCINGS:
If Brookfield or another fund or account participates as a lender in borrowings by a Client or any subsidiary (including an investment entity), Brookfield’s interests may conflict with the interests of the Client or such subsidiary. In its capacity as a lender, Brookfield or the relevant fund or account may act in its own interest, without regard for the interests of the Client, the subsidiary or the Investors, which may materially and adversely affect the Client, such subsidiary and, in certain circumstances such as an event of default, ultimately may result in realization of the Client’s or a subsidiary’s assets for the benefit of the lender and a loss of the entire investment by the Investors. In addition, if Brookfield is a party to a transaction or an agreement with the Client or its subsidiary to provide services or financing to the Client or such subsidiary or is a lender to the Client or such subsidiary, Brookfield will have the right to take certain actions, through or on behalf of the Client, which may have an adverse effect on the Client.
JOINT VENTURES AND SIMILAR ARRANGEMENTS:
In addition, the Clients and/or their portfolio companies may enter into joint ventures or other Brookfield Asset Management Private Institutional Capital Adviser US, LLC63 similar arrangements with one or more Brookfield affiliates. In connection therewith, the applicable Brookfield affiliate may be entitled to an incentive fee, carried interest distribution or similar performance based payment after a certain preferred return has been obtained (without any “catch up” to such Brookfield affiliate). In connection with joint ventures, investments with third parties or investments sourced by third parties, the Client may bear a fee or carried interest. This fee or carried interest could be a flat fee or may be tied to the performance of an investment. In either case, this fee or carried interest will be considered an investment expense and will reduce the returns from the investment.
INVESTMENTS WITH RELATED PARTIES:

A BAM PIC US-managed Client may have the opportunity to participate in investments that involve affiliated Brookfield entities in equity or debt positions within a transaction. For example, the affiliated Brookfield entities may: (i) enter into a joint transaction with a Client, (ii) be borrowers or lenders in respect of the Client, (iii) hold debt positions either junior or senior to the Client’s positions in an investment’s capital stack or (iv) hold other interests. The interests of the Brookfield affiliates in such investments may differ from those of the Client and also may have been acquired at different times at different prices and subject to different terms and conditions. As a result of these differences, Brookfield may manage such interests in a way that is different from the Client (including, for example, by investing in different portions of an issuer’s capital structure, investing in the same portion but on different terms, obtaining exposure to the investment using different types of securities or instruments, short selling securities, voting securities in a different manner, and/or acquiring or disposing of its interests at different times than the Client). In addition, the Client and another Brookfield affiliate may jointly acquire a portfolio of properties or other assets and thereafter divide up the properties or other assets between them. In this circumstance, Brookfield will determine the purchase price associated with each property or other asset, which price may not represent the price the Client would have paid if it had acquired only those properties or other assets it ultimately retains. Furthermore, the Client and another Brookfield affiliate may jointly enter into a binding agreement to acquire an investment. If such other Brookfield affiliate is unable to consummate such investment, the Client may be subject to Brookfield Asset Management Private Institutional Capital Adviser US, LLC64 additional liabilities, including the potential loss of any deposit or the obligation to fund the entire investment. In situations in which the Client invests alongside Brookfield or another Brookfield fund, conflicts of interest will potentially arise with respect to the nature and timing of the initial investment and purchase price, the allocation of control rights, strategic objectives, timing of transactions, such as the disposition of all or part of an investment, or resolution of a liability in connection with an investment. These conflicts may result from various factors, including investments in different levels of the capital structure, different measurements of control, different risk profiles, different rights with respect to disposition alternatives, different investment horizons and different target rates of return. In addition, the Client, Brookfield and such Brookfield funds may invest in different classes or types of securities of the same company or otherwise on different terms thereby creating divergent interests, including the possibility that in a bankruptcy proceeding the Client’s interest may be subordinated or otherwise adversely affected by virtue of Brookfield’s or such Brookfield fund’s involvement and actions relating to its investment. As a result of differing investment strategies and the facts and circumstances at the times of acquisition and disposition, Brookfield affiliates may have different returns (including, possibly superior returns) on these investments than the Client. If the investment in which the Client has an investment and in which the affiliated Brookfield entities also have an investment, but at a different level on the capital structure, becomes distressed or defaults on its obligations, Brookfield may have conflicting loyalties between its duties to the Client and to the affiliated Brookfield entities and, in this regard, there may be certain actions and remedies in view of these interests and contractual obligations that Brookfield will not undertake on behalf of the Client, sometimes relying instead upon the actions and remedies undertaken by other lenders and / or investors. In addition, Brookfield may advise affiliated Brookfield entities with respect to different parts of the capital structure of an investment. As a result, Brookfield may pursue or enforce rights or activities, or refrain from pursuing or enforcing rights or activities, with respect to a particular investment in which the Client has invested. In addition, BAM PIC US may be subject to certain protocols, obligations and restrictions in managing the Client, including, for example, conflicts management protocols, aggregated Brookfield Asset Management Private Institutional Capital Adviser US, LLC65 regulatory reporting obligations and certain potential investment related restrictions, which could have an adverse effect on the Client. For example, in order to avoid or resolve a conflict of interest, Brookfield may require a Client to forego an investment opportunity, refrain from taking an action with respect to an investment (including to protect the value of an existing investment) or dispose of an investment. The Client or such investment may be negatively affected by these activities, protocols, obligations and restrictions and the Client’s transactions may be effected at prices or terms that may be less favorable than would otherwise have been the case.

In addition, Brookfield may enter into voting agreements with certain of its affiliates, which, among other things, would allocate (upon such affiliate’s election), directly or indirectly, certain voting rights of the General Partner of a Client.

In certain circumstances, a Client’s position in an investment may be aggregated with a position held by BAM PIC US and/or other Brookfield parties (including vehicles managed by BIM). This could require the Client, together with such other Brookfield parties, to make certain disclosure filings or could otherwise restrict the Client’s activities with respect to such investment.

In addition, Brookfield and its representatives render financial advice for use in connection with other clients or activities, which may not be available to Brookfield’s personnel advising or otherwise providing services to the Clients or to investment entities or potential investment entities. Brookfield is under no obligation to disseminate and in some cases (such as research) may be prohibited from disseminating, information between areas within Brookfield, including to the Clients.
INVESTMENTS BY NON-CONTROLLED AFFILIATES:
Certain companies with which Brookfield is affiliated (a) are controlled, in whole or in part, by persons other than BAM or entities controlled by it, including, for example, joint ventures or similar arrangements with third parties where Brookfield does not have complete control; (b) have an actual or virtual information barrier in place or (c) do not coordinate or consult with Brookfield with respect to investment decisions (together, “Non-Controlled Affiliates”). Such Non-Controlled Brookfield Asset Management Private Institutional Capital Adviser US, LLC66 Affiliates may have investment objectives which overlap with a Client’s investment objectives and conflicts may arise therefrom. For example, the possibility exists that such Non-Controlled Affiliates or investment vehicles managed by such Non-Controlled Affiliates could pursue investment opportunities which are suitable for a Client but which are not made available to such Client since such Non-Controlled Affiliates do not consult with and/or are not wholly controlled by Brookfield. The determination as to what entities are controlled by Brookfield will be made by Brookfield in its discretion based on the relevant facts and circumstances applicable to each particular situation.
SHARING OF SERVICES:

In certain circumstances, in order to create efficiencies and optimize performance, one or more portfolio companies or platform organizations of a Client may determine to share the operational, legal, financial, back office or other resources of another portfolio company or platform organization of the Client or portfolio company or platform organization of a Brookfield affiliate. In connection therewith, the costs and expenses related to such services will be allocated among the relevant entities on a basis that Brookfield determines in good faith is fair and equitable. In addition, it is possible that a portfolio company may be in the business of providing services that are, or could be, utilized by another investment, portfolio company or platform organization. In this situation, BAM PIC US may determine that one or more of a Client’s portfolio companies use the other portfolio company’s services, even where these services were previously provided to a portfolio company from a third party. please register to get more info

TRANSACTIONS AND PERSONAL TRADING
BAM PIC US has adopted a code of ethics (“Code of Ethics”) for its supervised persons describing its high standard of business conduct and the fiduciary duty to its clients. The Code of Ethics includes, among other things, provisions relating to the confidentiality of client information, a prohibition on insider trading, restrictions on the acceptance of significant gifts, and personal securities trading procedures. All supervised persons of BAM PIC US must acknowledge the terms Brookfield Asset Management Private Institutional Capital Adviser US, LLC67 of the Code of Ethics upon commencement of employment with Brookfield and annually thereafter. Under the Code of Ethics, BAM PIC US’s supervised persons are expected to, among other things:  Always observe their fiduciary duties to investment management clients;

 Not take personal opportunities that are discovered through the use of property or information of the company or through their role with Brookfield;

 Protect the confidentiality of “non public information” concerning the company, customers, clients, investments and others; and

 Not trade in the company’s securities or any other company’s securities if they possess material “non public information” or during a blackout period.
INVESTMENTS BY BROOKFIELD PERSONNEL:
Certain partners, members, shareholders, directors, officers and employees of Brookfield may buy and sell securities or other investments for Clients or for their own accounts (including through Clients). As a result of differing trading and investment strategies or constraints, positions may be taken by such partners, members, shareholders, directors, officers and employees that are the same, different from, or made at different times than positions taken for the Clients. To reduce the possibility of (a) potential conflicts between the investment activities of a Client and those of Brookfield personnel and (b) a Client will be materially adversely affected by the personal trading described above, Brookfield has established policies and procedures relating to securities trading in the personal accounts of investment professionals and others who normally come into possession of information regarding the Clients’ portfolio transactions. BAM PIC US has also adopted a code of ethics and monitoring procedures relating to certain personal securities transactions by BAM PIC US personnel which BAM PIC US deems to involve potential conflicts between such personnel and the Clients. To this end, investment personnel are Brookfield Asset Management Private Institutional Capital Adviser US, LLC68 generally restricted from engaging in personal trading activities (unless such activities are conducted through accounts over which the personnel have no influence or control), and all other personnel generally must pre-clear proposed personal trades. In addition, Brookfield’s policies include prohibitions on insider trading, front running, trading in securities that are on Brookfield’s restricted trading list, trading in securities that are subject to a black-out period and other restrictions In addition, certain Brookfield executives own a substantial majority of an affiliated entity that makes investments for its own account (the “Investing Affiliate”). The Investing Affiliate’s activities are managed by a dedicated investment team that does not participate in managing Client’s (or any other Brookfield client account’s) activities, and it is generally expected that the Investing Affiliate will have a different investing strategy and approach from that of a Client and therefore will make investments that such Client does not (or make similar investments at different times as a result of such different investment strategy and approach). There is no formal informational barrier between the Investing Affiliate’s investment team and the rest of Brookfield and therefore such investment team may interact with other Brookfield personnel from time to time. Brookfield has adopted policies and procedures designed to ensure that the Investing Affiliate’s activities do not conflict with or materially adversely affect Brookfield’s Funds and Clients, and that, to extent feasible, a Client’s interests are prioritized relative to the Investing Affiliate’s should any potential conflict arise.

CROSS TRADES AND PRINCIPAL TRADES: When permitted by applicable law and subject to and in accordance with the terms of the Governing Documents of the applicable Clients, BAM PIC US may (i) cause a Client to acquire or dispose of investments in cross trades between the Client and other funds or accounts advised by Brookfield and (ii) effect principal transactions where BAM PIC US causes the Client to purchase investments from or sell investments to Brookfield or any fund or account deemed to be controlled by Brookfield. There may be potential conflicts of interest or regulatory issues relating to these transactions which could limit BAM PIC US’s decision to engage in these transactions for the Clients. In connection with a cross trade or a principal transaction, BAM PIC US and its affiliates may have a potentially conflicting division of loyalties and Brookfield Asset Management Private Institutional Capital Adviser US, LLC69 responsibilities regarding a Client and the other parties to trade and has developed policies and procedures in relation to such transactions and conflicts. Any cross trades or principal transactions will be effected in accordance with the Client’s Governing Document, fiduciary requirements and applicable law. Clients or prospective clients may request a copy of the firm’s Code of Ethics by contacting ronald.fisher-dayn@brookfield.com. please register to get more info

BAM PIC US generally has discretionary authority to determine, without obtaining specific client consent, the investments (including in securities) and the amount thereof to be bought or sold for a Client, subject to the conditions and restrictions contained in a Client’s Governing Documents.

The Clients advised by BAM PIC US generally do not conduct frequent transactions in publicly traded securities requiring the use of a broker. In determining the brokers through whom, and commission rates and other transaction costs at which, securities transactions for the Clients are to be executed, BAM PIC US seeks to negotiate a combination of the most favorable commission and the best price obtainable, taking into account execution capability and trading expertise consistent with the effective execution of the transaction.

An affiliate of the Investment Manager may enter into “soft dollars” arrangements from time to time when executing on transactions for Clients advised by BAM PIC US, but will do so only where the Investment Manager’s affiliate reasonably believes that the services benefit the Clients, and that the amount of commission was reasonable in relation to the value of the brokerage and research services provided. The Investment Manager (or such affiliate) analyzes its use of client brokerage commissions quarterly to determine whether its use of soft dollar falls within the safe harbor provided by Section 28(e) of the Securities Exchange Act of 1934. The Investment Manager’s affiliate currently has soft dollar contracts open with one broker. The resources currently funded by these soft dollar relationships are primarily data/pricing feeds (i.e. Interactive Data Pricing and Reference Data, Inc., Fact set, Bloomberg) and connectivity. Brookfield Asset Management Private Institutional Capital Adviser US, LLC70 BAM PIC US did not acquire any products or services (other than execution) with client brokerage commissions during the last fiscal year. BAM PIC US does not consider, in selecting broker dealers, whether the broker dealer has referred clients to BAM PIC US or an affiliate and does not permit a Client to direct brokerage to particular broker dealers.

In the event that orders for the same security for more than one client are placed with the same broker, Brookfield may aggregate or “bunch” such orders across client accounts (including accounts advised by certain affiliates), although it will have no obligation to do so. If orders are aggregated, they will be allocated across the client accounts so that no account will be treated less favorably than another over time. While in some cases the aggregation of orders could have a detrimental effect upon the price or value of a security for a particular account, or upon the ability to complete an entire order, in other cases coordination and the ability to participate in volume transactions may be beneficial to the account. Brookfield may in its discretion choose not to aggregate orders, for example, where portfolio management decisions for clients are made separately or where aggregation could result in less favorable execution for a particular client. please register to get more info

The Clients’ accounts and investment positions are monitored on a current basis, and a complete list of the accounts and positions is more formally reviewed as necessary. Such reviews are generally conducted by one or more members of a Client’s Investment Committee. Clients are audited on a yearly basis by a firm of independent public accountants. Certain events may require an account review other than the periodic reviews. Such events include a transfer or withdrawal of an Investor interest in a Client or a material change in the business of a portfolio investment. BAM PIC US makes available the books and records of a Client to its Investors as provided in its Brookfield Asset Management Private Institutional Capital Adviser US, LLC71 Governing Documents. In addition, BAM PIC US provides the following written reports to each Limited Partner of a Client:  within a period ending no later than 120th day after the end of the fiscal year an annual report with audited financial statements of the Client including an overview of the investment activities of the Client during the fiscal year covered by the annual report; and

 within a period generally ending no later than the 60th day after the end of each of the first three fiscal quarters of each fiscal year, (i) an overview of the Client’s investments, (ii) a statement showing the distributions to each Limited Partner during the applicable fiscal quarter, (iii) a reconciliation of changes in the capital accounts of the Investors during the immediately preceding fiscal quarter and (iv) a description of any material event regarding the business of the Client or dispositions of investments during the quarter covered by the report. please register to get more info

BAM PIC US does not have any arrangements pursuant to which someone other than a Client provides an economic benefit to BAM PIC US for providing investment advisory services to the Client. See the discussion under Item 5 above of compensation that may be earned by BAM PIC US or an affiliate in connection with certain transactions, and under Item 10 above of other services that may be provided by Brookfield in connection with a Client’s investments for which it may be compensated. As described in Item 5 above, certain supervised persons of BAM PIC US are also representatives of certain affiliates may obtain commitments from prospective investors to Clients while acting in that capacity. BPAL is a limited purpose broker dealer registered with the SEC and a member of FINRA. Brookfield Asset Management Private Institutional Capital Adviser US, LLC72 please register to get more info

BAM PIC US may be deemed to have custody, as defined under Rule 206(4) 2 under the Advisers Act, of funds or securities of the Clients and other advisory clients. With respect to its private fund clients, BAM PIC US relies on the “audit exemption” under Rule 206(4) 2(b)(4) under the Advisers Act, which exempts an adviser to a limited partnership, limited liability company or other pooled investment vehicle from the requirement to deliver account statements to its clients if the adviser requires the vehicle to be audited annually by an independent public accountant that is registered with the Public Company Accounting Oversight Board and distributes the audited financial statements annually to the investors in the vehicles. With regard to the assets of its advisory clients that are not private fund vehicles for which BAM PIC US is deemed to have custody, BAM PIC US will retain an independent audit firm to complete a surprise examination with respect to such advisory clients’ assets. please register to get more info

BAM PIC US has discretionary authority to manage the portfolios of certain of its Clients pursuant to their investment objectives, as set out in their Governing Documents. Consent from the Investors or a committee of representatives of Investors is required for a Client to invest in securities or interests outside of its investment objectives, or as otherwise indicated by a Client’s investment management agreement with BAM PIC US. please register to get more info

BAM PIC US may be deemed to have authority to vote proxies relating to the portfolio investments in which the Clients invest. Therefore, BAM PIC US has adopted a set of policies and procedures (together, the “Policy”) in compliance with Rule 206(4) 6 under the Advisers Act. To the extent BAM PIC US exercises or is deemed to be exercising voting authority over Client securities, the Policy is designed and implemented in a manner reasonably expected to ensure that voting with respect to proxy proposals, amendments, consents or resolutions (collectively, “proxies”) is exercised in a manner that serves the best interest of the Client, as Brookfield Asset Management Private Institutional Capital Adviser US, LLC73 determined by BAM PIC US in its discretion. Notwithstanding the foregoing, because proxy proposals and individual company facts and circumstances may vary, BAM PIC US may not always vote proxies in accordance with the Policy. In addition, many possible proxy matters are not covered in the Policy. Generally, BAM PIC US will vote proxies (i) in favor of management’s recommendation for the election of the board of directors and (ii) to approve the financial statements as presented by management.

Each proxy is voted on a case by case basis taking into consideration any relevant facts and circumstances at the time of the vote. For matters covered in the Policy, generally the vote will be in accordance with the Policy. In situations where BAM PIC US wishes to vote differently from what is recommended in the Policy, or where a potential material conflict of interest relating to the proxy vote exists, BAM PIC US will take such actions as are required by the Policy. Investors may request a copy of the Policy and the voting records relating to proxies of the Client in which they have invested by contacting BAM PIC US. please register to get more info

Not applicable. please register to get more info