RA / Brookfield Real Assets Income Fund Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

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الإحصائيات الأساسية
LEI 5493007NX94W3HSQTJ60
CIK 1655099
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Brookfield Real Assets Income Fund Inc.
SEC Filings (Chronological Order)
توفر هذه الصفحة قائمة كاملة ومرتبة ترتيبًا زمنيًا لتصريحات هيئة الأوراق المالية والبورصات، باستثناء تصريحات الملكية التي نقدمها في مكان آخر.
April 14, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

May 16, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

April 11, 2024 CORRESP

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(212) 318-6095 [email protected] April 11, 2024 VIA EDGAR Ms. Eileen M. Smiley U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, DC 20549 Re:            Brookfield Real Assets Income Fund Inc.                  File Nos. 333-276463; 811-23157 Dear Ms. Smiley: On behalf of Brookfield Real Assets Income Inc. (the “Fund”), we hereby fi

April 5, 2024 CORRESP

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(212) 318-6095 [email protected] April 5, 2024 VIA EDGAR Ms. Eileen M. Smiley U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, DC 20549 Re:           Brookfield Real Assets Income Fund Inc. File Nos. 333-276463; 811-23157 Dear Ms. Smiley: On behalf of Brookfield Real Assets Income Inc. (the “Fund”), we hereby file with the staff (

May 10, 2023 NPORT-EX

Principal Amount (000s)

BROOKFIELD REAL ASSETS INCOME FUND INC. Schedule of Investments (Unaudited) March 31, 2022 Principal Amount (000s) Value U.S. GOVERNMENT & AGENCY OBLIGATIONS - 0.2% U.S. Government Agency Collateralized Mortgage Obligations - 0.0% Federal National Mortgage Association Series 1997-79, Class PL, 6.85%, 12/18/27 $ 37 $ 39,006 U.S. Government Agency Pass-Through Certificates - 0.2% Federal Home Loan M

April 20, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 tm2313103d1def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (a

January 30, 2023 NPORT-EX

Principal Amount (000s)

BROOKFIELD REAL ASSETS INCOME FUND INC. Schedule of Investments (Unaudited) September 30, 2022 Principal Amount (000s) Value U.S. GOVERNMENT & AGENCY OBLIGATIONS - 0.2% U.S. Government Agency Collateralized Mortgage Obligations - 0.0% Federal National Mortgage Association Series 1997-79, Class PL, 6.85%, 12/18/27 $ 32 $ 32,833 U.S. Government Agency Pass-Through Certificates - 0.2% Federal Home Lo

December 22, 2022 APP WD

Paul Hastings LLP 200 Park Avenue New York, NY 10166 (212) 318-6000 December 22, 2022

APP WD 1 tm2233348-1appwd.htm APP WD Paul Hastings LLP 200 Park Avenue New York, NY 10166 (212) 318-6000 December 22, 2022 Via EDGAR Transmission Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Laura L. Solomon Re: Brookfield Real Assets Income Fund, Inc. et al. File No. 812-15311 Dear Ms. Solomon: We are writing on behalf of Brookfield Real Assets Income Fu

November 29, 2022 NPORT-EX

Principal Amount (000s)

BROOKFIELD REAL ASSETS INCOME FUND INC. Schedule of Investments (Unaudited) September 30, 2022 Principal Amount (000s) Value U.S. GOVERNMENT & AGENCY OBLIGATIONS - 0.2% U.S. Government Agency Collateralized Mortgage Obligations - 0.0% Federal National Mortgage Association Series 1997-79, Class PL, 6.85%, 12/18/27 $ 32 $ 32,833 U.S. Government Agency Pass-Through Certificates - 0.2% Federal Home Lo

May 31, 2022 NPORT-EX

Principal Amount (000s)

NPORT-EX 2 ra.htm PART F (EX) BROOKFIELD REAL ASSETS INCOME FUND INC. Schedule of Investments (Unaudited) March 31, 2022 Principal Amount (000s) Value U.S. GOVERNMENT & AGENCY OBLIGATIONS - 0.2% U.S. Government Agency Collateralized Mortgage Obligations - 0.0% Federal National Mortgage Association Series 1997-79, Class PL, 6.85%, 12/18/27 $ 37 $ 39,006 U.S. Government Agency Pass-Through Certifica

April 11, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 tm2211649d1def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (a

December 20, 2021 EX-99.(N)

Consent of Independent Registered Public Accounting Firm

Exhibit 99.(n) Deloitte & Touche LLP 111 South Wacker Drive Chicago, IL 60606-4301 USA Tel: + l 312 486 1000 Fax: +l 312 486 1486 www.deloitte.com CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Post-Effective Amendment No.2 to Registration Statement No. 333-251492 on Form N-2 of our report dated February 26, 2021, relating to the finan

December 20, 2021 EX-99.(H)(1)

Amended and Restated Distribution Agreement (1)

Exhibit 99.(h)(1) AMENDED AND RESTATED DISTRIBUTION AGREEMENT This AMENDED AND RESTATED DISTRIBUTION AGREEMENT (this "Agreement") made as of December 17, 2021, by and between Brookfield Real Assets Income Fund Inc., a Maryland corporation (the "Fund"), and Foreside Fund Services, LLC, a Delaware limited liability company (the "Distributor"). WITNESSETH: WHEREAS, the Fund is registered under the In

December 20, 2021 POS EX

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-2 (Check Appropriate Box or Boxes)

POS EX 1 tm2135854d1posex.htm POS EX Securities Act File No. 333-251492 Investment Company Act File No. 811-23157 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-2 (Check Appropriate Box or Boxes) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x Pre-Effective Amendment No. ¨ Post-Effective Amendment No. 2 x and/or REGISTRATION STATEMENT UNDER THE INVESTMENT

December 20, 2021 EX-99.(H)(2)

Amended and Restated Sub-Placement Agent Agreement (1)

Exhibit 99.(h)(2) AMENDED AND RESTATED SUB-PLACEMENT AGENT AGREEMENT Foreside Fund Services, LLC Three Canal Plaza, Suite 100 Portland, ME 04101 December 17, 2021 UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 RE: At-the-Market Offerings by Brookfield Real Assets Income Fund Inc. Ladies and Gentlemen: From time to time, Foreside Fund Services, LLC (the "Distributor," "we"

December 20, 2021 EX-99.(L)(2)

Opinion and Consent of Venable LLP(1)

Exhibit 99.(l)(2) [LETTERHEAD OF VENABLE LLP] December 17, 2021 Brookfield Real Assets Income Fund Inc. Brookfield Place, 250 Vesey Street New York, New York 10281 Re: Registration Statement on Form N-2: 1933 Act File No.: 333-251492 1940 Act File No.: 811-23157 Ladies and Gentlemen: We have served as Maryland counsel to Brookfield Real Assets Income Fund Inc., a Maryland corporation registered un

December 20, 2021 EX-99.(L)(1)

Consent of Paul Hastings LLP (1)

Exhibit 99.(l)(1) CONSENT OF COUNSEL We consent to the reference to our Firm under the heading ?Legal Matters? in the definitive Prospectus and Statement of Additional Information of Brookfield Real Assets Income Fund Inc. as filed with the Securities and Exchange Commission on or about December 17, 2021. /s/ Paul Hastings LLP PAUL HASTINGS LLP New York, New York December 17, 2021

December 17, 2021 424B5

Brookfield Real Assets Income Fund Inc. Up to 13,200,000 Common Shares

Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-251492 PROSPECTUS SUPPLEMENT (to Prospectus dated April 21, 2021) Brookfield Real Assets Income Fund Inc. Up to 13,200,000 Common Shares Brookfield Real Assets Income Fund Inc. (the ?Fund,? ?we,? ?us,? or ?our?) has entered into a distribution agreement dated April 23, 2021, which was amended and restated as of dated December 17, 2021

November 29, 2021 NPORT-EX

Principal Amount (000s)

BROOKFIELD REAL ASSETS INCOME FUND INC. Schedule of Investments (Unaudited) September 30, 2021 U.S. GOVERNMENT & AGENCY OBLIGATIONS - 0.2% Principal Amount (000s) Value U.S. Government Agency Collateralized Mortgage Obligations - 0.0% Federal National Mortgage Association Series 1997-79, Class PL, 6.85%, 12/18/27 $ 48 $ 52,512 U.S. Government Agency Pass-Through Certificates - 0.2% Federal Home Lo

May 27, 2021 NPORT-EX

Level 1

BROOKFIELD REAL ASSETS INCOME FUND INC. Schedule of Investments (Unaudited) March 31, 2021 Principal Amount (000s) Value U.S. GOVERNMENT & AGENCY OBLIGATIONS - 0.3% U.S. Government Agency Collateralized Mortgage Obligations - 0.0% Federal National Mortgage Association Pool 1997-79, Class PL, 6.85%, 12/18/27 $ 55 $ 62,435 U.S. Government Agency Pass-Through Certificates - 0.3% Federal Home Loan Mor

April 26, 2021 EX-99.(R)(3)

Code of Ethics for Oaktree Capital Management, L.P. (1)

Exhibit 99.(r)(3) CODE OF ETHICS I. INTRODUCTION This Code of Ethics and the provisions contained herein (this ?Code?), to the extent consistent with local laws and regulations, applies to all employees (including interns and temporary employees with assignments of 10 calendar days or more), senior executives, partners, officers and certain other individuals as designated by an Approving Officer (

April 26, 2021 EX-99.(B)(2)

Amendment to the Bylaws of the Registrant (1)

Exhibit 99.(b)(2) BROOKFIELD REAL ASSETS INCOME FUND INC. AMENDMENT NO. 1 TO BYLAWS The Bylaws of Brookfield Real Assets Income Fund Inc. are hereby amended by adding a new Article XVI to read as follows: ARTICLE XVI MARYLAND CONTROL SHARE ACQUISITION ACT Pursuant to a resolution adopted by the Board of Directors in accordance with Section 3-702(c)(4) of the MGCL, the Corporation is subject to Tit

April 26, 2021 EX-99.(H)(2)

Sub-Placement Agent Agreement (1)

Exhibit 99.(h)(2) SUB-PLACEMENT AGENT AGREEMENT Foreside Fund Services, LLC Three Canal Plaza, Suite 100 Portland, ME 04101 April 23, 2021 UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 RE: At-the-Market Offerings by Brookfield Real Assets Income Fund Inc. Ladies and Gentlemen: From time to time Foreside Fund Services, LLC (the ?Distributor,? ?we? or ?us?) will act as mana

April 26, 2021 EX-99.(H)(1)

Distribution Agreement (1)

Exhibit 99.(h)(1) DISTRIBUTION AGREEMENT This DISTRIBUTION AGREEMENT (this ?Agreement?) made as of April 23, 2021 by and between Brookfield Real Assets Income Fund Inc., a Maryland corporation (the ?Fund?), and Foreside Fund Services, LLC, a Delaware limited liability company (the ?Distributor?). WITNESSETH: WHEREAS, the Fund is registered under the Investment Company Act of 1940, as amended, and

April 26, 2021 POS EX

- POS EX

POS EX 1 a20-3887311posex.htm POS EX Securities Act File No. 333-251492 Investment Company Act File No. 811-23157 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-2 (Check Appropriate Box or Boxes) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 o Pre-Effective Amendment No. o Post-Effective Amendment No. 1 x and/or REGISTRATION STATEMENT UNDER THE INVESTMENT

April 26, 2021 EX-99.(L)(1)

Consent of Paul Hastings LLP (1)

Exhibit 99.(l)(1) CONSENT OF COUNSEL We consent to the reference to our Firm under the heading ?Legal Matters? in the definitive Prospectus and Statement of Additional Information of Brookfield Real Assets Income Fund Inc. as filed with the Securities and Exchange Commission on or about April 23, 2021. /s/ Paul Hastings LLP PAUL HASTINGS LLP New York, New York April 26, 2021

April 26, 2021 EX-99.(R)(2)

Code of Ethics for Schroder Investment Management North America Inc. (1)

Exhibit 99.(r)(2) SIMNA INC. CODE OF ETHICS SCOPE AND PURPOSE This Code of Ethics (the ?Code?) for Schroder Investment Management North America Inc. (?SIMNA Inc.? or the ?Adviser?), is required by The Investment Advisers Act of 1940 and the Investment Company Act of 1940. The Code applies to all officers, directors and full-time employees of the Adviser (?Access Persons?). Certain part-time employ

April 26, 2021 EX-99.(G)(3)

Investment Sub-Advisory Agreement among the Registrant, Brookfield Public Securities Group LLC and Oaktree Capital Management, L.P. (1)

Exhibit 99.(g)(3) INVESTMENT SUB-ADVISORY AGREEMENT AGREEMENT effective as of January 8, 2021 by and among Brookfield Public Securities Group LLC, a Delaware limited liability company (the ?Adviser?), Brookfield Real Assets Income Fund Inc., a Maryland corporation (the ?Fund?) solely with respect to Section 10(b) of this Agreement, and Oaktree Capital Management, L.P., a Delaware limited partnersh

April 26, 2021 EX-99.(L)(2)

Opinion and Consent of Venable LLP(1)

Exhibit 99.(l)(2) April 20, 2021 Brookfield Real Assets Income Fund Inc. Brookfield Place, 250 Vesey Street New York, New York 10281 Re: Registration Statement on Form N-2: 1933 Act File No.: 333-251492 1940 Act File No.: 811-23157 Ladies and Gentlemen: We have served as Maryland counsel to Brookfield Real Assets Income Fund Inc., a Maryland corporation registered under the Investment Company Act

April 26, 2021 EX-99.(N)

Consent of Independent Registered Public Accounting Firm

Exhibit 99.(n) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Post-Effective Amendment to Registration Statement No. 333-251492 on Form N-2 of our report dated February 26, 2021, relating to the financial statements and financial highlights of Brookfield Real Assets Income Fund Inc., appearing in the Annual Report on Form N-CSR for the

April 23, 2021 424B5

Brookfield Real Assets Income Fund Inc. Up to 6,600,000 Common Shares

Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-251492 PROSPECTUS SUPPLEMENT (to Prospectus dated April 21, 2021) Brookfield Real Assets Income Fund Inc. Up to 6,600,000 Common Shares Brookfield Real Assets Income Fund Inc. (the ?Fund,? ?we,? ?us,? or ?our?) has entered into a distribution agreement dated April 23, 2021 (the ?Distribution Agreement?) with Foreside Fund Services, LL

April 20, 2021 DEF 14A

the Fund’s Proxy Statement on Form DEF 14A, filed on April 20, 2021; and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1 ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Def

April 16, 2021 CORRESP

2

CORRESP 1 filename1.htm (212) 318-6054 [email protected] April 16, 2021 Ms. Anu Dubey U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Brookfield Real Assets Income Fund Inc. (the “Company”) File Numbers: 333-251492; 811-23157 Dear Ms. Dubey: This letter responds to your additional comments provided to the undersigned with respect to the Registratio

April 14, 2021 CORRESP

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CORRESP 1 filename1.htm (212) 318-6054 [email protected] April 14, 2021 Ms. Anu Dubey U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Brookfield Real Assets Income Fund Inc. (the “Company”) File Numbers: 333-251492; 811-23157 Dear Ms. Dubey: This letter responds to your additional comments provided to the undersigned with respect to the Registratio

March 2, 2021 CORRESP

2

(212) 318-6054 [email protected] March 2, 2021 Ms. Anu Dubey U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Brookfield Real Assets Income Fund Inc. (the ?Company?) File Numbers: 333-251492; 811-23157 Dear Ms. Dubey: This letter responds to your comments provided to the undersigned with respect to the Registration Statement on Form N-2 (the ?Regist

December 21, 2020 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide

November 27, 2020 NPORT-EX

Principal Amount

BROOKFIELD REAL ASSETS INCOME FUND INC. Schedule of Investments (Unaudited) September 30, 2020 Principal Amount (000s) Value U.S. GOVERNMENT & AGENCY OBLIGATIONS - 0.3% U.S. Government Agency Collateralized Mortgage Obligations - 0.0% Federal National Mortgage Association Pool 1997-79, Class PL, 6.85%, 12/18/27 $ 67 $ 76,919 Total U.S. Government Agency Collateralized Mortgage Obligations 76,919 U

November 24, 2020 DEFA14A

- DEFA14A

DEFA14A 1 tm2036624d1defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box

November 4, 2020 DEF 14A

the Fund’s Proxy Statement on Form DEF 14A, filed on November 4, 2020; and

DEF 14A 1 a20-342181def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box:

November 3, 2020 CORRESP

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(212) 318-6054 [email protected] November 3, 2020 Ms. Anu Dubey U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Brookfield Real Assets Income Fund Inc. (the ?Registrant?) File Number: 811-23157 Dear Ms. Dubey: This letter responds to your comments provided to the undersigned with respect to the preliminary proxy statement filed on Schedule 14A (?Pr

October 26, 2020 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

PRE 14A 1 a20-342181pre14a.htm PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box:

October 26, 2020 COVER

(212) 318-6054

(212) 318-6054 [email protected] October 26, 2020 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Brookfield Real Assets Income Fund Inc. (the “Fund”) File No: 811-23157 Ladies and Gentlemen: The Fund is filing this preliminary proxy statement on Schedule 14A (the “Preliminary Proxy Materials”) relating to a special meeting of stockholders of the Fund t

June 1, 2020 NPORT-EX

Principal Amount (000s)

BROOKFIELD REAL ASSETS INCOME FUND INC. Schedule of Investments (Unaudited) March 31, 2020 Principal Amount (000s) Value U.S. GOVERNMENT & AGENCY OBLIGATIONS - 0.4% U.S. Government Agency Collateralized Mortgage Obligations - 0.0% Federal National Mortgage Association Series 1997-79, Class PL, 6.85%, 12/18/27 $ 74 $ 84,322 Total U.S. Government Agency Collateralized Mortgage Obligations 84,322 U.S

May 8, 2020 DEF 14A

- DEF 14A

DEF 14A 1 tm2016042-1def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1 ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only

April 21, 2020 DEF 14A

RA / Brookfield Real Assets Income Fd DEF 14A - - DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confide

January 30, 2020 425

RA / Brookfield Real Assets Income Fd 425 - Merger Prospectus - 425

425 1 tm206213-2425.htm 425 Filed by Brookfield Real Assets Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Real Assets Income Fund Inc. File No. 811-23157 For immediate release Friday, January 24, 2020 Brookfield Public Securiti

December 17, 2019 CORRESP

RA / Brookfield Real Assets Income Fd CORRESP - -

SEC Acceleration Request Public Securities Group Brookfield Asset Management Brookfield Place 250 Vesey Street, 15th Floor, New York, NY 10281 Tel (212) 549-8400 Fax (212) 549-8309 www.

December 17, 2019 CORRESP

RA / Brookfield Real Assets Income Fd CORRESP - -

SEC Response Letter (212) 318-6054 [email protected] December 17, 2019 Ms. Anu Dubey U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Brookfield Real Assets Income Fund Inc. (the “Registrant”) File Number: 333-234454 Dear Ms. Dubey: This letter responds to your additional comments provided to the undersigned with respect to the amended Registration

December 13, 2019 N-14 8C/A

As filed with the Securities and Exchange Commission on December 13, 2019

BROOKFIELD REAL ASSETS INCOME FUND INC. As filed with the Securities and Exchange Commission on December 13, 2019 Securities Act File No. 333-234454 Investment Company Act File No. 811-23157 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pre-Effective Amendment No. 1 Post-Effective Amendment No. (Check appro

December 13, 2019 CORRESP

RA / Brookfield Real Assets Income Fd CORRESP - -

CORRESP 1 filename1.htm (212) 318-6054 [email protected] December 13, 2019 Ms. Anu Dubey Mr. Chad D. Eskildsen U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Brookfield Real Assets Income Fund Inc. (the “Registrant” or the “Acquiring Fund”) File Number: 333-234454 Dear Ms. Dubey and Mr. Eskildsen: This letter responds to your comments provided to

December 13, 2019 COVER

(212) 318-6054

COVER 26 filename26.htm (212) 318-6054 [email protected] December 13, 2019 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Brookfield Real Assets Income Fund Inc. (the “Fund”) File Numbers: 333-211408; 811-23157 Ladies and Gentlemen: Transmitted herewith for filing is the amended registration statement on Form N-14 under the Securities Act of 1933, as a

December 13, 2019 EX-99.14(B)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Consent of Independent Registered Public Accounting Firm - RA CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Pre-Effective Amendment No.

December 13, 2019 EX-99.14(A)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Consent of Independent Registered Public Accounting Firm - INF CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Pre-Effective Amendment No.

December 13, 2019 EX-99.11(A)

CONSENT OF COUNSEL

Consent of Paul Hastings LLP CONSENT OF COUNSEL We consent to the reference to our Firm under the heading “Other Service Providers” in the Registration Statement on Form N-14 of the Brookfield Real Asset Income Fund Inc. as filed with the Securities and Exchange Commission on or about December 13, 2019. /s/ PAUL HASTINGS LLP PAUL HASTINGS LLP New York, New York December 13, 2019

December 13, 2019 EX-99.11(B)

[LETTERHEAD OF VENABLE LLP] [_________] [__], 2019

Form of Opinion and Consent of Venable LLP [LETTERHEAD OF VENABLE LLP] DRAFT [] [], 2019 Brookfield Real Assets Income Fund Inc.

December 13, 2019 EX-99.17(C)

PROXY VOTING OPTIONS

Form of Proxy Card - INF YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.

December 13, 2019 EX-99.17(D)

PROXY VOTING OPTIONS

Form of Proxy Card - RA YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE CAST YOUR PROXY VOTE TODAY! PLEASE CAST YOUR PROXY VOTE TODAY! PROXY CARD SIGN, DATE AND VOTE ON THE REVERSE SIDE PROXY VOTING OPTIONS 1. MAIL your signed and voted proxy back in the postage paid envelope provided 2. ONLINE at proxyonline.com using your proxy control number found below 3. By PHONE when you dia

November 27, 2019 NPORT-EX

RA / Brookfield Real Assets Income Fd NPORT-EX - -

BROOKFIELD REAL ASSETS INCOME FUND INC. Schedule of Investments (Unaudited) September 30, 2019 Principal Amount (000s) Value U.S. GOVERNMENT & AGENCY OBLIGATIONS - 0.4% U.S. Government Agency Collateralized Mortgage Obligations - 0.0% Federal National Mortgage Association Series 1997-79, Class PL, 6.85%, 12/18/27 $ 80 $ 89,490 U.S. Government Agency Pass-Through Certificates - 0.4% Federal Home Lo

November 1, 2019 EX-99.16

BROOKFIELD REAL ASSETS INCOME FUND INC. POWER OF ATTORNEY

EX-99.16 6 d827317dex9916.htm POWER OF ATTORNEY BROOKFIELD REAL ASSETS INCOME FUND INC. POWER OF ATTORNEY Each of the undersigned directors of Brookfield Real Assets Income Fund Inc., a corporation formed under the laws of the State of Maryland (the “Fund”), hereby constitutes and appoints Brian F. Hurley, Angela W. Ghantous, and Thomas D. Peeney with full power to act without the other and with f

November 1, 2019 EX-99.11(A)

CONSENT OF COUNSEL

Consent of Paul Hastings LLP CONSENT OF COUNSEL We consent to the reference to our Firm under the heading “Other Service Providers” in the Registration Statement on Form N-14 of the Brookfield Real Asset Income Fund Inc. as filed with the Securities and Exchange Commission on or about November 1, 2019. /s/ PAUL HASTINGS LLP PAUL HASTINGS LLP New York, New York November 1, 2019

November 1, 2019 N-14 8C

As filed with the Securities and Exchange Commission on November 1, 2019

N-14 8C 1 d827317dn148c.htm BROOKFIELD REAL ASSETS INCOME FUND INC. Table of Contents As filed with the Securities and Exchange Commission on November 1, 2019 Securities Act File No. Investment Company Act File No. 811-23157 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pre-Effective Amendment No. Post-Effe

November 1, 2019 EX-99.14

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Consent of Independent Registered Public Accounting Firm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form N-14 of our report dated February 28, 2019, relating to the financial statements and financial highlights of Brookfield Real Assets Income Fund Inc.

November 1, 2019 EX-99.12

November [•], 2019

Form of Opinion and Consent of Paul Hastings LLP regarding tax matters November [•], 2019 75302.

November 1, 2019 EX-99.11(B)

[LETTERHEAD OF VENABLE LLP] [_________] [__], 2019

EX-99.11(B) 3 d827317dex9911b.htm FORM OF OPINION AND CONSENT OF VENABLE LLP [LETTERHEAD OF VENABLE LLP] DRAFT [] [], 2019 Brookfield Real Assets Income Fund Inc. Brookfield Place, 250 Vesey Street New York, New York 10281-1023 Re: Brookfield Real Assets Income Fund Inc.: Registration Statement on Form N-14 Ladies and Gentlemen: We have served as Maryland counsel to Brookfield Real Assets Income F

November 1, 2019 COVER

November 1, 2019

SEC Transmittal Letter (212) 318-6054 [email protected] November 1, 2019 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Brookfield Real Assets Income Fund Inc. (the “Fund”) File Number: 811-23157 Ladies and Gentlemen: Transmitted herewith for filing is a registration statement on Form N-14 under the Securities Act of 1933, as amended (the “Registration

May 30, 2019 NPORT-EX

RA / Brookfield Real Assets Income Fd NPORT-EX - - BROOKFIELD REAL ASSETS INCOME FUND INC.

NPORT-EX 1 d756417dnportex.htm BROOKFIELD REAL ASSETS INCOME FUND INC. BROOKFIELD REAL ASSETS INCOME FUND INC. Schedule of Investments (Unaudited) March 31, 2019 Principal Amount (000s) Value U.S. GOVERNMENT & AGENCY OBLIGATIONS - 0.4% U.S. Government Agency Collateralized Mortgage Obligations - 0.0% Federal National Mortgage Association Series 1997-79, Class PL, 6.85%, 12/18/27 $ 91 $ 100,650 Tot

April 23, 2019 DEF 14A

RA / Brookfield Real Assets Income Fd DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide

November 29, 2018 EX-99.CERT

I, Brian F. Hurley, certify that:

EX-99.CERT 2 certs.htm OFFICER CERTIFICATIONS CERTIFICATION I, Brian F. Hurley, certify that: 1. I have reviewed this report on Form N-Q of Brookfield Real Assets Income Fund Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such state

November 29, 2018 N-Q

RA / Brookfield Real Assets Income Fd QUARTERLY NOTICE OF PORTFOLIO HOLDINGS (Quarterly Schedule of Portfolio Holdings)

N-Q 1 bkfd-realassetnq.htm QUARTERLY NOTICE OF PORTFOLIO HOLDINGS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-23157 Brookfield Real Assets Income Fund Inc. (Exact name of registrant as specified in charter) Brookfield Place, 250 Vesey Stre

July 11, 2018 CORRESP

Brookfield Investment Funds CORRESP

CORRESP 1 filename1.htm (212) 318-6086 [email protected] July 11, 2018 75302.00001 VIA EDGAR Mr. Chad Eskildsen United States Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Re: Brookfield Global Listed Infrastructure Income Fund Inc. (811-22570) Brookfield Real Assets Income Fund Inc. (811-23157) Brookfield Investment Funds

May 30, 2018 EX-99.CERT

I, Brian F. Hurley, certify that:

CERTIFICATION I, Brian F. Hurley, certify that: 1. I have reviewed this report on Form N-Q of Brookfield Real Assets Income Fund Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect t

May 30, 2018 N-Q/A

RA / Brookfield Real Assets Income Fd AMENDED QUARTERLY NOTICE OF PORTFOLIO HOLDINGS (Quarterly Schedule of Portfolio Holdings)

As filed with the Securities and Exchange Commission on May 30, 2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 29, 2018 N-Q

RA / Brookfield Real Assets Income Fd QUARTERLY NOTICE OF PORTFOLIO HOLDINGS (Quarterly Schedule of Portfolio Holdings)

N-Q 1 brookfield-realassetsnq.htm QUARTERLY NOTICE OF PORTFOLIO HOLDINGS As filed with the Securities and Exchange Commission on May 29, 2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-23157 Brookfield Real Assets Income Fund Inc. (Exact

May 29, 2018 EX-99.CERT

I, Brian F. Hurley, certify that:

CERTIFICATION I, Brian F. Hurley, certify that: 1. I have reviewed this report on Form N-Q of Brookfield Real Assets Income Fund Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect t

April 17, 2018 DEF 14A

RA / Brookfield Real Assets Income Fd DEF 14A

DEF 14A 1 a18-96871def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o

March 1, 2018 EX-99.77B ACCT LTTR

EX-99.77B ACCT LTTR

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Brookfield Real Assets Income Fund Inc.

February 14, 2018 SC 13G/A

RA / Brookfield Real Assets Income Fd / RIVERNORTH CAPITAL MANAGEMENT, LLC - SC 13G/A Passive Investment

SC 13G/A 1 sc13ga021318.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Brookfield Real Assets Income Fund Inc. (Name of Issuer) Common (Title of Class of Securities) 112830104 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate b

November 29, 2017 EX-99.CERT

I, Brian F. Hurley, certify that:

CERTIFICATION I, Brian F. Hurley, certify that: 1. I have reviewed this report on Form N-Q of Brookfield Real Assets Income Fund Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect t

November 29, 2017 N-Q

Brookfield Real Assets Income Fund Inc. - QUARTERLY NOTICE OF PORTFOLIO HOLDINGS

N-Q 1 bfield-realassetsnq.htm QUARTERLY NOTICE OF PORTFOLIO HOLDINGS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-23157 Brookfield Real Assets Income Fund Inc. (Exact name of registrant as specified in charter) Brookfield Place, 250 Vesey S

August 29, 2017 EX-99.77C VOTES

EX-99.77C VOTES

The stockholders of the Brookfield Real Assets Income Fund Inc. voted on the following proposals at a stockholder meeting on May 25, 2017. The description of the proposal and number of shares voted are as follows: Shares Voted Shares Voted Shares Voted For Against Abstain - 1. To elect to the Fund's Board of Directors Louis P. Salvatore 29,014,646 1,795,133 471,227 - 2. To elect to the Fund's Boar

May 26, 2017 N-Q

Brookfield Real Assets Income Fund Inc. - QUARTERLY NOTICE OF PORTFOLIO HOLDINGS

N-Q 1 brookfield-ranq.htm QUARTERLY NOTICE OF PORTFOLIO HOLDINGS As filed with the Securities and Exchange Commission on May 26, 2017 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-23157 Brookfield Real Assets Income Fund Inc. (Exact name of

May 26, 2017 EX-99.CERT

I, Brian F. Hurley, certify that:

CERTIFICATION I, Brian F. Hurley, certify that: 1. I have reviewed this report on Form N-Q of Brookfield Real Assets Income Fund Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect t

April 27, 2017 DEF 14A

RA DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide

March 1, 2017 EX-99.77M MERGERS

EX-99.77M MERGERS

Fund Reorganizations The Fund was formed from the reorganizations of each of Brookfield Mortgage Opportunity Income Fund Inc.

March 1, 2017 EX-99.77E LEGAL

EX-99.77E LEGAL

Litigation In connection with the reorganizations of certain predecessor Closed-End Funds,1 the Fund assumed all rights, defenses, potential liabilities and/or claims associated with the Opt-Out Actions (defined below), including any potential claims by the Closed-End Funds for indemnification and/or contribution or any similar claims against any released defendant parties related to any Opt-Out Actions related to the Class Action (defined below).

March 1, 2017 EX-99.77B ACCT LTTR

EX-99.77B ACCT LTTR

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Brookfield Real Assets Income Fund Inc.

February 14, 2017 SC 13G

RA / Brookfield Real Assets Income Fd / RIVERNORTH CAPITAL MANAGEMENT, LLC - SCHEDULE 13G Passive Investment

SC 13G 1 sc13g021017.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Brookfield Real Assets Income Fund Inc. (Name of Issuer) Common (Title of Class of Securities) 112830104 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate b

November 23, 2016 8-A12B

the Fund’s description of Common Shares on Form 8-A12B, filed on November 23, 2016.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Brookfield Real Assets Income Fund Inc. (Exact Name of Registrant as Specified in Its Charter) MARYLAND 81-2623723 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) Broo

November 18, 2016 425

RA 425 (Prospectus)

425 1 a16-219111425.htm 425 Filed by Brookfield Real Assets Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Mortgage Opportunity Income Fund Inc. File No. 811-22773 For immediate release Friday, November 18, 2016 Brookfield Inves

November 14, 2016 425

RA 425 (Prospectus)

425 1 a16-216261425.htm 425 Filed by Brookfield Real Assets Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Mortgage Opportunity Income Fund Inc. File No. 811-22773 IMPORTANT NOTICE REGARDING YOUR INVESTMENT BROOKFIELD MORTGAGE O

November 14, 2016 425

RA 425 (Prospectus)

Filed by Brookfield Real Assets Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Mortgage Opportunity Income Fund Inc. File No. 811-22773 Shareholder Services Shareholder Name Address 1 Address 2 Address 3 IMPORTANT NOTICE Re: Bro

November 3, 2016 425

RA 425 (Prospectus)

425 1 a16-203326425.htm 425 Filed by Brookfield Real Assets Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Mortgage Opportunity Income Fund Inc. File No. 811-22773 Shareholder Services Shareholder Name Address 1 Address 2 Addres

November 3, 2016 425

RA 425 (Prospectus)

Filed by Brookfield Real Assets Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Mortgage Opportunity Income Fund Inc. File No. 811-22773 IMPORTANT NOTICE REGARDING YOUR INVESTMENT BROOKFIELD MORTGAGE OPPORTUNITY INCOME FUND INC.

October 26, 2016 425

RA 425 (Prospectus)

Filed by Brookfield Real Assets Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Mortgage Opportunity Income Fund Inc. File No. 811-22773 Brookfield Mortgage Opportunity Income Fund, Inc. ISS Level I Script (CONFIRM RECEIPT OF PRO

October 14, 2016 POS 8C

As filed with the Securities and Exchange Commission on October 14, 2016

POS 8C 1 a16-187701pos8c.htm POS 8C As filed with the Securities and Exchange Commission on October 14, 2016 Securities Act File No. 333-211408 Investment Company Act File No. 811-23157 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 o Pre-Effective Amendment No. x Post-Effective Amendment No. 3 (Check appropri

October 14, 2016 EX-99.(14)(A)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.(14)(a) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Post-Effective Amendment No. 3 to Registration Statement No. 333-211408 on Form N-14 of our report, dated August 24, 2016, relating to the financial statements and financial highlights of Brookfield Mortgage Opportunity Income Fund Inc., appearing in the Annual Report on

October 14, 2016 CORRESP

RA ESP

CORRESP 1 filename1.htm Vadim Avdeychik (212)318-6054 [email protected] October 14, 2016 Ms. Anu Dubey U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, DC 20549 Re: Brookfield Real Assets Income Fund Inc. (the “Registrant”) File No.: 811-23157 Dear Ms. Dubey: This letter responds to your comments communicated to the undersigned

October 14, 2016 EX-99.(14)(B)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-99.(14)(B) 3 a16-187701ex99d14b.htm EX-99.(14)(B) Exhibit 99.(14)(b) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the references to our firm in the Form N-14 of the Brookfield Real Assets Income Fund Inc. and to the use of our reports, dated November 25, 2015 on the financial statements and financial highlights of Brookfield Total Return Fund Inc. and Brookfield High I

October 14, 2016 EX-99.(14)(C)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.(14)(c) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the inclusion in this Post-Effective Amendment No. 3 to Registration Statement No. 333-211408 on Form N-14 of our report, dated September 26, 2016, relating to the financial statements of Brookfield Real Assets Income Fund Inc. as of September 19, 2016, and to the references to us under the headings ?Independ

September 27, 2016 CORRESP

RA ESP

September 27, 2016 Ms. Anu Dubey U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, DC 20549 Re: Brookfield Real Assets Income Fund Inc. (the ?Registrant? or the ?Acquiring Fund?) File No.: 811-23157 Dear Ms. Dubey: Pursuant to Rule 461 under the Securities Act of 1933, we hereby request that the effective date of the above-referenced Post-Effe

September 27, 2016 EX-99.(14)(B)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-99.(14)(B) 3 a16-187701ex99d14b.htm EX-99.(14)(B) Exhibit 99.(14)(b) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the references to our firm in the Form N-14 of the Brookfield Real Assets Income Fund Inc. and to the use of our reports, dated November 25, 2015 on the financial statements and financial highlights of Brookfield Total Return Fund Inc. and Brookfield High I

September 27, 2016 POS 8C

As filed with the Securities and Exchange Commission on September 27, 2016

POS 8C 1 a16-187701pos8c.htm POS 8C As filed with the Securities and Exchange Commission on September 27, 2016 Securities Act File No. 333-211408 Investment Company Act File No. 811-23157 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 o Pre-Effective Amendment No. x Post-Effective Amendment No. 2 (Check approp

September 27, 2016 EX-99.(17)(E)

PROXY CARD

Exhibit 99.(17)(e) PROXY CARD BROOKFIELD MORTGAGE OPPORTUNITY INCOME FUND INC. Your vote is important no matter how many shares you own. The matters we are submitting for your consideration are significant to the Fund and to you as a Fund shareholder. Please cast your proxy vote today! PROXY IN CONNECTION WITH SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 18, 2016 The undersigned hereby a

September 27, 2016 EX-99.(14)(A)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.(14)(a) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Post-Effective Amendment No. 2 to Registration Statement No. 333-211408 on Form N-14 of our report, dated August 24, 2016, relating to the financial statements and financial highlights of Brookfield Mortgage Opportunity Income Fund Inc., appearing in the Annual Report on

September 27, 2016 COVER

September 27, 2016

September 27, 2016 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Brookfield Real Assets Income Fund Inc. (the “Registrant”) File No.:333-211408 Ladies and Gentlemen: Transmitted herewith is a copy of the Registrant’s Post-Effective Amendment No. 2 to the Registration Statement on Form N-14 for filing under the Securities Act of 1933, as amended (the “Registration S

September 27, 2016 CORRESP

RA ESP

CORRESP 1 filename1.htm Vadim Avdeychik (212)318-6054 [email protected] September 27, 2016 Ms. Anu Dubey U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, DC 20549 Re: Brookfield Real Assets Income Fund Inc. (the “Registrant”) File No.: 811-23157 Dear Ms. Dubey: This letter responds to your comments communicated to the undersigne

September 16, 2016 425

RA 425 (Prospectus)

425 1 a16-185859425.htm 425 Filed by Brookfield Real Assets Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Total Return Fund Inc. File No. 811-05820 For immediate release Friday, September 16, 2016 Brookfield Investment Manageme

September 16, 2016 425

RA 425 (Prospectus)

Filed by Brookfield Real Assets Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield High Income Fund Inc. File No. 811-08795 For immediate release Friday, September 16, 2016 Brookfield Investment Management Inc. Announces Information

September 16, 2016 425

RA 425 (Prospectus)

425 1 a16-185858425.htm 425 Filed by Brookfield Real Assets Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Mortgage Opportunity Income Fund Inc. File No. 811-22773 For immediate release Friday, September 16, 2016 Brookfield Inve

September 15, 2016 425

RA 425 (Prospectus)

Filed by Brookfield Real Assets Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Mortgage Opportunity Income Fund Inc. File No. 811-22773 Shareholder Services Shareholder Name Address 1 Address 2 Address 3 TIME IS RUNNING OUT! Re:

September 15, 2016 425

RA 425 (Prospectus)

Filed by Brookfield Real Assets Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Mortgage Opportunity Income Fund Inc. File No. 811-22773 Shareholder Services Shareholder Name Address 1 Address 2 Address 3 TIME IS RUNNING OUT! Re:

September 12, 2016 425

RA 425 (Prospectus)

Filed by Brookfield Real Assets Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Total Return Fund Inc. File No. 811-05820 For immediate release Friday, September 9, 2016 Brookfield Investment Management Inc. Announces Approval of

September 12, 2016 425

RA 425 (Prospectus)

425 1 a16-1785215425.htm 425 Filed by Brookfield Real Assets Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Mortgage Opportunity Income Fund Inc. File No. 811-22773 For immediate release Friday, September 9, 2016 Brookfield Inve

September 9, 2016 425

RA 425 (Prospectus)

Filed by Brookfield Real Assets Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Act of 1934, as amended Subject Companies: Brookfield Total Return Fund Inc. File No. 811-05820 IMPORTANT NOTICE REGARDING YOUR INVESTMENT BROOKFIELD TOTAL RETURN FUND INC. Brookfield Place, 250 Vesey S

September 9, 2016 425

RA 425 (Prospectus)

Filed by Brookfield Real Assets Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Mortgage Opportunity Income Fund Inc. File No. 811-22773 IMPORTANT NOTICE REGARDING YOUR INVESTMENT BROOKFIELD MORTGAGE OPPORTUNITY INCOME FUND INC.

September 6, 2016 425

RA 425 (Prospectus)

Filed by Brookfield Real Assets Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Mortgage Opportunity Income Fund Inc. File No. 811-22773 Shareholder Services Shareholder Name Address 1 Address 2 Address 3 IMPORTANT NOTICE Re: Bro

September 6, 2016 425

RA 425 (Prospectus)

Filed by Brookfield Real Assets Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Act of 1934, as amended Subject Companies: Brookfield Total Return Fund Inc. File No. 811-05820 Shareholder Services Shareholder Name Address 1 Address 2 Address 3 IMPORTANT NOTICE Re: Brookfield Total

September 2, 2016 425

RA 425 (Prospectus)

Filed by Brookfield Real Assets Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Total Return Fund Inc. File No. 811-05820 For immediate release Thursday, September 1, 2016 Brookfield Investment Management Inc. Announces Approval

September 2, 2016 425

RA 425 (Prospectus)

425 1 a16-178523425.htm 425 Filed by Brookfield Real Assets Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield High Income Fund Inc. File No. 811-08795 For immediate release Thursday, September 1, 2016 Brookfield Investment Manageme

September 2, 2016 425

RA 425 (Prospectus)

Filed by Brookfield Real Assets Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Mortgage Opportunity Income Fund Inc. File No. 811-22773 For immediate release Thursday, September 1, 2016 Brookfield Investment Management Inc. Anno

August 19, 2016 425

RA 425 (Prospectus)

425 1 a16-1565020425.htm 425 Filed by Brookfield Real Assets Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Mortgage Opportunity Income Fund Inc. File No. 811-22773 IMPORTANT NOTICE REGARDING YOUR INVESTMENT BROOKFIELD MORTGAGE

August 19, 2016 425

RA 425 (Prospectus)

425 1 a16-1565025425.htm 425 Filed by Brookfield Real Assets Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Mortgage Opportunity Income Fund Inc. File No. 811-22773 Shareholder Services Shareholder Name Address 1 Address 2 Addre

August 19, 2016 425

RA 425 (Prospectus)

425 1 a16-1565020425.htm 425 Filed by Brookfield Real Assets Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Mortgage Opportunity Income Fund Inc. File No. 811-22773 IMPORTANT NOTICE REGARDING YOUR INVESTMENT BROOKFIELD MORTGAGE

August 19, 2016 425

RA 425 (Prospectus)

Filed by Brookfield Real Assets Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Total Return Fund Inc. File No. 811-05820 IMPORTANT NOTICE REGARDING YOUR INVESTMENT BROOKFIELD TOTAL RETURN FUND INC. Brookfield Place, 250 Vesey St

August 19, 2016 425

RA 425 (Prospectus)

Filed by Brookfield Real Assets Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield High Income Fund Inc. File No. 811-08795 Shareholder Services Shareholder Name Address 1 Address 2 Address 3 Address 4 Dear Shareholder: We have trie

August 19, 2016 425

RA 425 (Prospectus)

Filed by Brookfield Real Assets Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield High Income Fund Inc. File No. 811-08795 IMPORTANT NOTICE REGARDING YOUR INVESTMENT BROOKFIELD HIGH INCOME FUND INC. Brookfield Place, 250 Vesey Stre

August 19, 2016 425

RA 425 (Prospectus)

Filed by Brookfield Real Assets Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield High Income Fund Inc. File No. 811-08795 IMPORTANT NOTICE REGARDING YOUR INVESTMENT BROOKFIELD HIGH INCOME FUND INC. Brookfield Place, 250 Vesey Stre

August 19, 2016 425

RA 425 (Prospectus)

Filed by Brookfield Real Assets Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Total Return Fund Inc. File No. 811-05820 Shareholder Services Shareholder Name Address 1 Address 2 Address 3 Address 4 Dear Shareholder: We have tri

August 19, 2016 425

RA 425 (Prospectus)

425 1 a16-1565025425.htm 425 Filed by Brookfield Real Assets Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Mortgage Opportunity Income Fund Inc. File No. 811-22773 Shareholder Services Shareholder Name Address 1 Address 2 Addre

August 19, 2016 425

RA 425 (Prospectus)

Filed by Brookfield Real Assets Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Total Return Fund Inc. File No. 811-05820 Shareholder Services Shareholder Name Address 1 Address 2 Address 3 Address 4 Dear Shareholder: We have tri

August 19, 2016 425

RA 425 (Prospectus)

Filed by Brookfield Real Assets Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield High Income Fund Inc. File No. 811-08795 Shareholder Services Shareholder Name Address 1 Address 2 Address 3 Address 4 Dear Shareholder: We have trie

August 19, 2016 425

RA 425 (Prospectus)

Filed by Brookfield Real Assets Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Total Return Fund Inc. File No. 811-05820 IMPORTANT NOTICE REGARDING YOUR INVESTMENT BROOKFIELD TOTAL RETURN FUND INC. Brookfield Place, 250 Vesey St

August 12, 2016 425

RA 425 (Prospectus)

Filed by Brookfield Real Asset Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield High Income Fund Inc. File No. 811-08795 For immediate release Thursday, August 11, 2016 Brookfield Investment Management Inc. Announces Adjournment o

August 12, 2016 425

RA 425 (Prospectus)

Filed by Brookfield Real Asset Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Total Return Fund Inc. File No. 811-05820 For immediate release Thursday, August 11, 2016 Brookfield Investment Management Inc. Announces Adjournment

August 12, 2016 425

RA 425 (Prospectus)

Filed by Brookfield Real Asset Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Mortgage Opportunity Income Fund Inc. File No. 811-22773 For immediate release Thursday, August 11, 2016 Brookfield Investment Management Inc. Announc

August 5, 2016 425

RA 425 (Prospectus)

Filed by Brookfield Real Asset Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield High Income Fund Inc. File No. 811-08795 Shareholder Services Shareholder Name Address 1 Address 2 Address 3 IMPORTANT NOTICE Re: Brookfield High Inco

August 5, 2016 425

RA 425 (Prospectus)

Filed by Brookfield Real Asset Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Total Return Fund Inc. File No. 811-05820 Shareholder Services Shareholder Name Address 1 Address 2 Address 3 IMPORTANT NOTICE Re: Brookfield Total Re

August 5, 2016 425

RA 425 (Prospectus)

Filed by Brookfield Real Asset Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Mortgage Opportunity Income Fund Inc. File No. 811-22773 Shareholder Services Shareholder Name Address 1 Address 2 Address 3 IMPORTANT NOTICE Re: Broo

August 5, 2016 425

RA 425 (Prospectus)

425 1 a16-1565010425.htm 425 Filed by Brookfield Real Asset Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Total Return Fund Inc. File No. 811-05820 IMPORTANT NOTICE REGARDING YOUR INVESTMENT BROOKFIELD TOTAL RETURN FUND INC. Br

August 5, 2016 425

RA 425 (Prospectus)

Filed by Brookfield Real Asset Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield High Income Fund Inc. File No. 811-08795 IMPORTANT NOTICE REGARDING YOUR INVESTMENT BROOKFIELD HIGH INCOME FUND INC. Brookfield Place, 250 Vesey Stree

August 5, 2016 425

RA 425 (Prospectus)

Filed by Brookfield Real Asset Income Fund Inc. (File No. 811-23157) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-6 under the Securities Act of 1934, as amended Subject Companies: Brookfield Mortgage Opportunity Income Fund Inc. File No. 811-22773 IMPORTANT NOTICE REGARDING YOUR INVESTMENT BROOKFIELD MORTGAGE OPPORTUNITY INCOME FUND INC. B

July 20, 2016 425

RA 425 (Prospectus)

Brookfield Funds Level I Script (CONFIRM RECEIPT OF PROXY MATERIAL) Good (morning, afternoon, evening), my name is (AGENT?S FULL NAME).

July 14, 2016 POS EX

RA POS EX

POS EX 1 a16-1134510posex.htm POS EX As filed with the Securities and Exchange Commission on July 13, 2016 Securities Act File No. 333-211408 Investment Company Act File No. 811-23157 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 o Pre-Effective Amendment No. x Post-Effective Amendment No. 1 (Check appropriat

July 14, 2016 EX-99.(11)(B)

[LETTERHEAD OF VENABLE LLP] July 12, 2016

Exhibit 99.(11)(b) [LETTERHEAD OF VENABLE LLP] July 12, 2016 Brookfield Real Assets Income Fund Inc. Brookfield Place, 250 Vesey Street New York, New York 10281-1023 Re: Brookfield Real Assets Income Fund Inc.: Registration Statement on Form N-14 Ladies and Gentlemen: We have served as Maryland counsel to Brookfield Real Assets Income Fund Inc., a Maryland corporation registered under the Investme

July 12, 2016 EX-99.(13)(B)

Form of Fund Sub-Administration Agreement between the Adviser, with respect to the Registrant, and U.S. Bancorp Fund Services (4)

Exhibit 99.(13)(b) BROOKFIELD INVESTMENT MANAGEMENT INC. FUND SUB-ADMINISTRATION SERVICING AGREEMENT THIS AGREEMENT is made and entered into as of the [ ] day of [ ], [ ], by and between BROOKFIELD INVESTMENT MANAGEMENT INC., (?BIM?) with respect to [ ], a Maryland corporation (the ?Fund?) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (?USBFS?). WHEREAS, BIM is registe

July 12, 2016 EX-99.(14)(B)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.(14)(b) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the references to our firm in the Form N-14 of the Brookfield Real Assets Income Fund Inc. and to the use of our reports, dated November 25, 2015 on the financial statements and financial highlights of Brookfield Total Return Fund Inc. and Brookfield High Income Fund Inc. Such financial statements and financi

July 12, 2016 COVER

Attachment

Vadim Avdeychik (212)318-6054 [email protected] July 11, 2016 Ms. Anu Dubey U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, DC 20549 Re: Brookfield Real Assets Income Fund Inc. (the “Registrant” or the “Acquiring Fund”) File No.: 811-23157 Dear Ms. Dubey: On behalf of the Registrant, attached for filing under the Securities Act

July 12, 2016 EX-99.(13)(C)

Form of Transfer Agency Agreement between the Registrant and American Stock Transfer & Trust Company, LLC (4)

EX-99.(13)(C) 7 a16-113451ex99d13c.htm FORM OF TRANSFER AGENCY AGREEMENT BETWEEN THE REGISTRANT AND AMERICAN STOCK TRANSFER & TRUST COMPANY Exhibit 99.(13)(c) TRANSFER AGENCY AND REGISTRAR SERVICES AGREEMENT This Transfer Agency and Registrar Services Agreement (this “Agreement”), dated as of , 201 is between , a corporation (the “Company”) and American Stock Transfer & Trust Company, LLC, a New Y

July 12, 2016 EX-99.(11)(B)

[LETTERHEAD OF VENABLE LLP] July 11, 2016

Exhibit 99.(11)(b) [LETTERHEAD OF VENABLE LLP] July 11, 2016 Brookfield Real Assets Income Fund Inc. Brookfield Place, 250 Vesey Street New York, New York 10281-1023 Re: Brookfield Real Assets Income Fund Inc.: Registration Statement on Form N-14 Ladies and Gentlemen: We have served as Maryland counsel to Brookfield Real Assets Income Fund Inc., a Maryland corporation registered under the Investme

July 12, 2016 CORRESP

RA ESP

Vadim Avdeychik (212)318-6054 [email protected] July 12, 2016 Ms. Anu Dubey U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, DC 20549 Re: Brookfield Real Assets Income Fund Inc. (the ?Registrant? or the ?Acquiring Fund?) File No.: 811-23157 Dear Ms. Dubey: On behalf of the Registrant, in response to your comments, the Registrant

July 12, 2016 EX-99.(17)(G)

PROXY CARD

Exhibit 17(g) PROXY CARD BROOKFIELD HIGH INCOME FUND INC. Your vote is important no matter how many shares you own. Please cast your proxy vote today! BROOKFIELD HIGH INCOME FUND INC. SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 12, 2016 The undersigned hereby appoints SETH A. GELMAN and ALEXIS I. RIEGER, each of them acting individually, as proxies for the undersigned, with full power of

July 12, 2016 EX-99.(9)

Form of Custody Agreement between the Registrant and U.S. Bank National Association (4)

Exhibit 99.(9) CUSTODY AGREEMENT THIS AGREEMENT is made and entered into as of the [ ] day of [ ], [ ], by and between[ ], a Maryland corporation, (the ?Fund?), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the ?Custodian?). WHEREAS, the Fund is

July 12, 2016 EX-99.(6)(C)

BROOKFIELD REAL ASSETS INCOME FUND INC. OPERATING EXPENSES LIMITATION AGREEMENT

Exhibit 99.(6)(c) BROOKFIELD REAL ASSETS INCOME FUND INC. OPERATING EXPENSES LIMITATION AGREEMENT THIS OPERATING EXPENSES LIMITATION AGREEMENT (the ?Agreement?) is effective as of the [ ] day of [ ], [ ], by and between Brookfield Real Assets Income Fund Inc., a Maryland corporation (the ?Fund?) and the Fund?s investment adviser, Brookfield Investment Management Inc. (the ?Adviser?). WITNESSETH: W

July 12, 2016 EX-99.(11)(A)

CONSENT OF COUNSEL

Exhibit 99.(11)(a) CONSENT OF COUNSEL We consent to the reference to our Firm under the heading ?Other Service Providers? in the Registration Statement on Form N-14 of the Brookfield Real Asset Income Fund Inc. as filed with the Securities and Exchange Commission on or about July 11, 2016. /s/ PAUL HASTINGS LLP PAUL HASTINGS LLP New York, New York July 11, 2016

July 12, 2016 EX-99.(14)(A)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.(14)(a) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Pre-Effective Amendment No.1 to Registration Statement No. 333-211408 on Form N-14 of our report dated August 19, 2015, relating to the financial statements and financial highlights of Brookfield Mortgage Opportunity Income Fund Inc. (the ?Fund?) appearing in the Annual

July 12, 2016 EX-99.(17)(F)

PROXY CARD

Exhibit 17(f) PROXY CARD BROOKFIELD TOTAL RETURN FUND INC. Your vote is important no matter how many shares you own. Please cast your proxy vote today! BROOKFIELD TOTAL RETURN FUND INC. SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 12, 2016 The undersigned hereby appoints SETH A. GELMAN and ALEXIS I. RIEGER, each of them acting individually, as proxies for the undersigned, with full power o

July 12, 2016 EX-99.(17)(E)

PROXY CARD

Exhibit 17(e) PROXY CARD BROOKFIELD MORTGAGE OPPORTUNITY INCOME FUND, INC. Your vote is important no matter how many shares you own. Please cast your proxy vote today! BROOKFIELD MORTGAGE OPPORTUNITY INCOME FUND INC. SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 12, 2016 The undersigned hereby appoints SETH A. GELMAN and ALEXIS I. RIEGER, each of them acting individually, as proxies for the

July 12, 2016 EX-99.(13)(D)

Form of Fund Accounting Servicing Agreement between the Registrant and U.S. Bancorp Fund Services, LLC (4)

EX-99.(13)(D) 8 a16-113451ex99d13d.htm FUND ACCOUNTING SERVICING AGREEMENT BETWEEN THE REGISTRANT AND U.S. BANCORP FUND SERVICES, L Exhibit 99.(13)(d) FUND ACCOUNTING SERVICING AGREEMENT THIS AGREEMENT is made and entered into as of this [ ] day of [ ], [ ], by and between [ ], a Maryland corporation (the “Fund”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”)

July 12, 2016 N-14 8C/A

As filed with the Securities and Exchange Commission on July 11, 2016

N-14 8C/A 1 a16-113451n148ca.htm N-14 8C/A As filed with the Securities and Exchange Commission on July 11, 2016 Securities Act File No. 333-211408 Investment Company Act File No. 811-23157 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x Pre-Effective Amendment No. 1 o Post-Effective Amendment No. (Check appr

July 1, 2016 CORRESP

RA ESP

CORRESP 1 filename1.htm Vadim Avdeychik (212)318-6054 [email protected] July 1, 2016 Ms. Anu Dubey U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, DC 20549 Re: Brookfield Real Assets Income Fund Inc. (the “Registrant” or the “Acquiring Fund”) File No.: 811-23157 Dear Ms. Dubey: This letter responds to your additional comments c

June 29, 2016 CORRESP

RA ESP

Vadim Avdeychik (212)318-6054 [email protected] June 29, 2016 Ms. Anu Dubey U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, DC 20549 Re: Brookfield Real Assets Income Fund Inc. (the ?Registrant? or the ?Acquiring Fund?) File No.: 811-23157 Dear Ms. Dubey: This letter responds to your additional comments communicated to the unde

June 20, 2016 CORRESP

RA ESP

CORRESP 1 filename1.htm Vadim Avdeychik (212)318-6054 [email protected] June 20, 2016 Ms. Anu Dubey U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, DC 20549 Re: Brookfield Real Assets Income Fund Inc. (the “Registrant” or the “Acquiring Fund”) File No.: 811-23157 Dear Ms. Dubey: This letter responds to your comments communicate

June 10, 2016 425

RA 425 (Prospectus)

425 1 a16-131291425.htm 425 Filed by: Brookfield Investment Management Pursuant to Rule 425 under Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 File No.: 333-211408 The following is a transcript of a recorded conference call hosted by Brookfield Investment Management on June 9, 2016, at 4:30 p.m. Eastern Time. Transcript of Conference Cal

May 17, 2016 EX-99.(6)(A)

Form of Investment Advisory Agreement between the Registrant and Brookfield Investment Management Inc. (3)

Exhibit 99.(6)(a) INVESTMENT ADVISORY AGREEMENT AGREEMENT made as of [ ], 2016, by and between Brookfield Investment Management Inc., a Delaware corporation (the ?Adviser?), and Brookfield Real Assets Income Fund Inc., a Maryland corporation (the ?Fund?). WHEREAS, the Fund is engaged in business as a diversified, closed-end management investment company and is registered as such under the Investme

May 17, 2016 EX-99.(6)(B)

Form of Investment Sub-Advisory Agreement among the Registrant, Brookfield Investment Management Inc. and Schroder Investment Management North America Inc. (3)

EX-99.(6)(B) 5 a16-113451ex99d6b.htm EX-99.(6)(B) Exhibit 99.(6)(b) FORM OF INVESTMENT SUB-ADVISORY AGREEMENT AGREEMENT made as of , 2016 by and among Brookfield Investment Management Inc., a Delaware corporation (the “Adviser”), Brookfield Inc., a Maryland corporation (the “Fund”) solely with respect to Section 10(b) of this Agreement, and Schroder Investment Management North America Inc., a Dela

May 17, 2016 EX-99.(11)(B)

[LETTERHEAD OF VENABLE LLP] , 2016

Exhibit 99.(11)(b) [LETTERHEAD OF VENABLE LLP] DRAFT , 2016 Brookfield Real Assets Income Fund Inc. Brookfield Place, 250 Vesey Street New York, New York 10281-1023 Re: Brookfield Real Assets Income Fund Inc.: Registration Statement on Form N-14 Ladies and Gentlemen: We have served as Maryland counsel to Brookfield Real Assets Income Fund Inc., a Maryland corporation registered under the Investmen

May 17, 2016 EX-99.(2)

Bylaws of the Registrant (3)

Exhibit 99.(2) BROOKFIELD REAL ASSETS INCOME FUND INC. BYLAWS ARTICLE I OFFICES Section 1. PRINCIPAL OFFICE. The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors may designate. Section 2. ADDITIONAL OFFICES. The Corporation may have additional offices, including a principal executive office, at such places as the Board of Directo

May 17, 2016 N-14 8C

As filed with the Securities and Exchange Commission on May 16, 2016

N-14 8C 1 a16-113451n148c.htm INITIAL REGISTRATION STATEMENT BY CLOSED-END INVESTMENT COMPANY As filed with the Securities and Exchange Commission on May 16, 2016 Securities Act File No. 333-[ ] Investment Company Act File No. 811-23157 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 o Pre-Effective Amendment N

May 17, 2016 EX-99.(12)(A)

[LETTERHEAD OF PAUL HASTINGS LLP]

Exhibit 99.(12)(a) [LETTERHEAD OF PAUL HASTINGS LLP] [ ], 2016 75302.00007 Brookfield Real Assets Income Fund Inc. Brookfield Place 250 Vesey Street New York, New York 10281-1023 Brookfield Mortgage Opportunity Income Fund Inc. Brookfield Place 250 Vesey Street New York, New York 10281-1023 Re: Reorganization of the Brookfield Mortgage Opportunity Income Fund Inc. into the Brookfield Real Assets I

May 17, 2016 EX-99.(11)(A)

CONSENT OF COUNSEL

Exhibit 99.(11)(a) CONSENT OF COUNSEL We consent to the reference to our Firm under the heading ?Other Service Providers? in the Registration Statement on Form N-14 of the Brookfield Real Asset Income Fund Inc. as filed with the Securities and Exchange Commission on or about May 16, 2016. /s/ PAUL HASTINGS LLP PAUL HASTINGS LLP New York, New York May 16, 2016

May 17, 2016 EX-99.(13)(A)

Form of Administration Agreement between the Registrant and Brookfield Investment Management Inc. (3)

Exhibit 99.(13)(a) ADMINISTRATION AGREEMENT THIS AGREEMENT is made as of the [ ]th day of [ ], 2016, by and between Brookfield Real Assets Income Fund Inc., a Maryland corporation (the ?Fund?), and Brookfield Investment Management Inc., a Delaware corporation (the ?Administrator?); WITNESSETH: WHEREAS, the Fund is a diversified, closed-end management investment company under the Investment Company

May 17, 2016 425

RA 425 (Prospectus)

For immediate release Monday, May 16, 2016 Brookfield Investment Management Inc. Announces Board Approval of the Reorganization of Three Brookfield Closed-End Funds (BOI, HTR and HHY) and the Appointment of a Sub-Adviser for Two Brookfield Closed-End Funds (BOI and HTR) NEW YORK, NY?May 16, 2016? Brookfield Investment Management Inc. (?Brookfield?) announced today that ? the Board of Directors of

May 17, 2016 EX-99.(1)

Articles of Incorporation (3)

Exhibit 99.(1) BROOKFIELD REAL ASSETS INCOME FUND INC. ARTICLES OF INCORPORATION ARTICLE I INCORPORATOR The undersigned, Brian Hurley, whose address is c/o Brookfield Real Assets Income Fund Inc., Brookfield Place, 250 Vesey Street, New York, New York 10281-1013, being at least 18 years of age, does hereby form a corporation under the general laws of the State of Maryland. ARTICLE II NAME The name

May 17, 2016 EX-99.(16)

POWER OF ATTORNEY

EX-99.(16) 14 a16-113451ex99d16.htm EX-99.(16) Exhibit 99.(16) POWER OF ATTORNEY Each of the undersigned directors of Brookfield Real Assets Income Fund Inc., a corporation formed under the laws of the State of Maryland (the “Company”), hereby constitutes and appoints Jonathan C. Tyras, Brian F. Hurley and Angela W. Ghantous with full power to act without the other and with full power of substitut

May 17, 2016 EX-99.(17)(E)

BROOKFIELD MORTGAGE OPPORTUNITY INCOME FUND, INC. Your vote is important no matter how many shares you own. Please cast your proxy vote today! PROXY VOTING OPTIONS 1. Mail your signed and voted proxy back in the postage paid envelope provided. 2. ONL

Exhibit 99.(17)(e) BROOKFIELD MORTGAGE OPPORTUNITY INCOME FUND, INC. Your vote is important no matter how many shares you own. Please cast your proxy vote today! PROXY VOTING OPTIONS 1. Mail your signed and voted proxy back in the postage paid envelope provided. 2. ONLINE at proxyonline.com using your proxy control number found below. 3. By PHONE when you dial toll-free 1-888-227-9349 to reach an

May 17, 2016 COVER

May 16, 2016

May 16, 2016 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Brookfield Real Assets Income Fund Inc. (the ?Fund?) (333-[ ]) Ladies and Gentlemen: Transmitted herewith for filing is a Registration Statement on Form N-14 for the above referenced Fund. This Registration Statement is being filed in connection with the proposed reorganization of each of Brookfield Mortgag

May 17, 2016 EX-99.(17)(H)

Code of Ethics for Schroder Investment Management North America Inc. (3)

Exhibit 99.(17)(h) Compliance Manual?Schroder Investment Management North America Inc. CODE OF ETHICS Scope and Purpose Set forth below is the Code of Ethics (the ?Code?) for Schroder Investment Management North America Inc. (the ?Adviser?), as required by Rule 204A-1 under the Investment Advisers Act of 1940 (the ?Advisers Act?). The purpose of the Code is to set forth standards of conduct that g

May 17, 2016 EX-99.(12)(C)

[LETTERHEAD OF PAUL HASTINGS LLP]

Exhibit 99.(12)(c) [LETTERHEAD OF PAUL HASTINGS LLP] [ ], 2016 75302.00007 Brookfield Real Assets Income Fund Inc. Brookfield Place 250 Vesey Street New York, New York 10281-1023 Brookfield High Income Fund Inc. Brookfield Place 250 Vesey Street New York, New York 10281-1023 Re: Reorganization of the Brookfield High Income Fund Inc. into the Brookfield Real Assets Income Fund Inc. Ladies and Gentl

May 17, 2016 EX-99.(17)(G)

BROOKFIELD HIGH INCOME FUND INC. Your vote is important no matter how many shares you own. Please cast your proxy vote today! PROXY VOTING OPTIONS 1. Mail your signed and voted proxy back in the postage paid envelope provided. 2.ONLINE at proxyonline

Exhibit 99.(17)(g) BROOKFIELD HIGH INCOME FUND INC. Your vote is important no matter how many shares you own. Please cast your proxy vote today! PROXY VOTING OPTIONS 1. Mail your signed and voted proxy back in the postage paid envelope provided. 2.ONLINE at proxyonline.com using your proxy control number found below. 3. By PHONE when you dial toll-free 1-888-227-9349 to reach an automated touchton

May 17, 2016 EX-99.(14)(A)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.(14)(a) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form N-14 of our report dated August 19, 2015, relating to the financial statements and financial highlights of Brookfield Mortgage Opportunity Income Fund Inc. (the ?Fund?) appearing in the Annual Report on Form N-CSR of the Fund for the year e

May 17, 2016 EX-99.(17)(F)

BROOKFIELD TOTAL RETURN FUND, INC. Your vote is important no matter how many shares you own. Please cast your proxy vote today! PROXY VOTING OPTIONS 1. Mail your signed and voted proxy back in the postage paid envelope provided. 2. ONLINE at proxyonl

Exhibit 99.(17)(f) BROOKFIELD TOTAL RETURN FUND, INC. Your vote is important no matter how many shares you own. Please cast your proxy vote today! PROXY VOTING OPTIONS 1. Mail your signed and voted proxy back in the postage paid envelope provided. 2. ONLINE at proxyonline.com using your proxy control number found below. 3. By PHONE when you dial toll-free 1-888-227-9349 to reach an automated touch

May 17, 2016 EX-99.(12)(B)

[LETTERHEAD OF PAUL HASTINGS LLP]

Exhibit 99.(12)(b) [LETTERHEAD OF PAUL HASTINGS LLP] [ ], 2016 75302.00007 Brookfield Real Assets Income Fund Inc. Brookfield Place 250 Vesey Street New York, New York 10281-1023 Brookfield Total Return Fund Inc. Brookfield Place 250 Vesey Street New York, New York 10281-1023 Re: Reorganization of the Brookfield Total Return Fund Inc. into the Brookfield Real Assets Income Fund Inc. Ladies and Gen

May 17, 2016 DEFA14A

RA DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

For immediate release Monday, May 16, 2016 Brookfield Investment Management Inc. Announces Board Approval of the Reorganization of Three Brookfield Closed-End Funds (BOI, HTR and HHY) and the Appointment of a Sub-Adviser for Two Brookfield Closed-End Funds (BOI and HTR) NEW YORK, NY?May 16, 2016? Brookfield Investment Management Inc. (?Brookfield?) announced today that ? the Board of Directors of

May 17, 2016 EX-99.(14)(B)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.(14)(b) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the references to our firm in the Form N-14 of the Brookfield Real Assets Income Fund Inc. and to the use of our reports, dated November 25, 2015 on the financial statements and financial highlights of Brookfield Total Return Fund Inc. and Brookfield High Income Fund Inc. Such financial statements and financi

May 16, 2016 N-8A

RA N-8A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-8A NOTIFICATION OF REGISTRATION FILED PURSUANT TO SECTION 8(a) OF THE INVESTMENT COMPANY ACT OF 1940 The undersigned investment company, a Maryland corporation (the ?Registrant?), hereby notifies the U.S. Securities and Exchange Commission that it registered under and pursuant to the provisions of Section 8(a) of the In

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