MANAGEMENT

 

Investment Adviser :  Brookfield Investment Management Inc.

 

Portfolio Managers :  Dana E. Erikson, CFA, Managing Director and Portfolio Manager, Richard M. Cryan, Managing Director and Portfolio Manager, and Curt Schibli, CFA, Managing Director and Portfolio Manager, each of Brookfield Investment Management Inc., have served as Co-Portfolio Managers of the Fund since its inception.

 

PURCHASE AND SALE OF FUND SHARES

 

Class: A (BGHAX), C (BGHCX), Y (BGHYX)

 

You may purchase, redeem or exchange Fund shares on any business day by written request via mail (Brookfield Global High Yield Fund, c/o U.S. Bancorp Fund Services, LLC, P.O. 701, Milwaukee, WI 53201-0701), by wire transfer or by telephone at 1-855-244-4859, or through a broker-dealer or other financial intermediary.  The minimum initial investment for Class A, C and Y is $1,000 and the minimum for additional investments is $100.

 

Class Y Shares are available only through certain “wrap,” retirement or other programs sponsored by certain financial intermediaries with whom the Funds and/or their distributor have entered into an agreement, as well as employees, officers, and trustees of the Trust, the Adviser and its affiliates and their immediate family members ( i.e., spouse, domestic partner, parents, grandparents, children, grandchildren and siblings (including step and in-law)) of any of the above.

 

TAX INFORMATION

 

The Fund’s distributions are generally taxable to you as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.

 

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

 

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund, the Adviser and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services.  These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment.  Ask your salesperson or visit your financial intermediary’s website for more information.

 

 

BROOKFIELD HIGH YIELD FUND

MANAGEMENT

 

Investment Adviser :  Brookfield Investment Management Inc.

 

Portfolio Managers :  Dana E. Erikson, CFA, Managing Director and Portfolio Manager, Richard M. Cryan, Managing Director and Portfolio Manager, and Mark Shipley, CFA, Managing Director and Portfolio Manager, each of Brookfield Investment Management Inc., have served as Co-Portfolio Managers of the Fund since its inception.

 

PURCHASE AND SALE OF FUND SHARES

 

Class: A (BHFAX), C (BHFCX), Y (BHFYX)

 

You may purchase, redeem or exchange Fund shares on any business day by written request via mail (Brookfield High Yield Fund, c/o U.S. Bancorp Fund Services, LLC, P.O. Box 701, Milwaukee, WI 53201-07071), by wire transfer or by telephone at 1-855-244-4859, or through a broker-dealer or other financial intermediary.  The minimum initial investment for Class A, C and Y is $1,000 and the minimum for additional investments is $100.

 

Class Y Shares are available only through certain “wrap,” retirement or other programs sponsored by certain financial intermediaries with whom the Funds and/or their distributor have entered into an agreement, as well as employees, officers, and trustees of the Trust, the Adviser and its affiliates and their immediate family members ( i.e., spouse, domestic partner, parents, grandparents, children, grandchildren and siblings (including step and in-law)) of any of the above.

 

 

 

TAX INFORMATION

 

The Fund’s distributions are generally taxable to you as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.

 

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

 

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund, the Adviser and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services.  These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment.  Ask your salesperson or visit your financial intermediary’s website for more information.

 

 

The Real Estate Fund and the Infrastructure Fund each seek total return through growth of capital and current income.  The Global High Yield Fund and the High Yield Fund each seek total return, consisting of a high level of current income and capital appreciation.  There can be no assurance that each Fund will achieve its investment objective.  Each Fund’s investment objective is not fundamental and may be changed without shareholder approval.  Shareholders will be provided with at least 60 days’ prior written notice of any change in a Fund’s investment objective.

 

As a fundamental policy, each Fund will not purchase a security if, as a result, with respect to 75% of its total assets, more than 5% of the Fund’s total assets would be invested in securities of a single issuer or more than 10% of the outstanding voting securities of the issuer would be held by the Fund. This policy may not be changed without a shareholder vote.

 

The Real Estate Fund and the Infrastructure Fund will each make investments that will result in the concentration (as that term is used in the Investment Company Act of 1940, as amended) of its assets in securities of issuers in the real estate industry and infrastructure industry, respectively.  The policy of concentration in companies in the real estate industry and infrastructure industry is a fundamental policy of the Real Estate Fund and Infrastructure Fund, respectively.  This fundamental policy and the investment restrictions described in the SAI under the caption “Investment Restrictions” cannot be changed without the approval of the holders of a majority of the respective Fund’s outstanding voting securities.  Such majority vote requires the approval of the lesser of (i) 67% of a Fund’s shares represented at a meeting at which more than 50% of the Fund’s shares outstanding are represented, whether in person or by proxy, or (ii) more than 50% of the outstanding shares.

 

Real Estate Fund

 

The Fund seeks to achieve its investment objective by investing primarily in real estate investment trusts (“REITs”) and other securities in the real estate industry.  Under normal market conditions, the Fund will attempt to achieve its investment objective by investing, as a principal strategy, at least 80% of its net assets (plus the amount of any borrowing for investment purposes) in publicly traded equity securities of real estate companies listed on a domestic or foreign exchange, throughout the world, including the United States (the “80% Policy”), and, as part of the 80% Policy, at least 40% of the Fund’s net assets (plus the amount of any borrowing for investment purposes) will be invested in Foreign Securities of real estate companies.  Under normal market conditions, the Fund will maintain exposure to securities of real estate companies in the United States and in at least three countries outside the United States.  The Fund may also invest up to 20% of its net assets (plus the amount of any borrowing for investment purposes) in fixed income securities, including below-investment grade rated securities, as described in this Prospectus.

 

The Fund defines a real estate company as any company that (i) derives at least 50% of its revenues from the ownership, operation, development, construction, financing, management or sale of commercial, industrial or residential real estate and similar activities, or (ii) invests at least 50% of its assets in such real estate.

 

 

For purposes of selecting investments, the Fund defines the real estate industry broadly.  It includes, but is not limited to, the following:

 

●

REITs;

●

real estate operating companies;

●

brokers, developers, and builders of residential, commercial, and industrial properties;

●

property management firms;

●

finance, mortgage, and mortgage servicing firms;

●

construction supply and equipment manufacturing companies; and

●

firms dependent on real estate holdings for revenues and profits, including lodging, leisure, timber, mining, and agriculture companies.

 

The Fund may change the 80% Policy without shareholder approval.  The Fund will provide shareholders with written notice at least 60 days prior to the implementation of any such changes.

 

The Fund may invest up to 20% of its net assets (plus the amount of any borrowing for investment purposes) in fixed income securities, including obligations of the U.S. Government, floating rate loans and money-market instruments.  As part of the 20% of the Fund’s net assets (plus the amount of any borrowing for investment purposes) that may be invested in fixed income securities, up to 10% of the Fund’s net assets (plus the amount of any borrowing for investment purposes) may be invested in below investment grade (“junk”) fixed income securities, of which 5% may be invested in fixed income securities rated “CCC” or lower by Standard & Poor’s Rating Services (“S&P”) or “Caa” or lower by Moody’s Investors Service, Inc. (“Moody’s”) or non-rated securities of comparable quality.  The Fund, however, may not invest in securities in default.

 

The Fund may invest up to 15% of its net assets (plus the amount of any borrowing for investment purposes) in securities deemed illiquid and may make short sales of securities in an amount not to exceed 10% of the Fund’s net assets (plus the amount of any borrowing for investment purposes).  Securities in which the Fund may invest include, but are not limited to, common equity shares, preferred equity shares, and units of beneficial interest in real estate companies.  The Fund retains the ability to invest in real estate companies of any market size capitalization.  The Fund does not invest in real estate directly.

 

The Adviser utilizes a fundamental, bottom-up, value-based selection methodology, taking into account short-term considerations, such as temporary market mispricing, and long-term considerations, such as values of assets and cash flows.  The Adviser also draws upon the expertise and knowledge within Brookfield Asset Management Inc. and its affiliates, which provides extensive owner/operator insights into industry drivers and trends.  The Adviser takes a balanced approach to investing, seeking to mitigate risk through diversification, credit analysis, economic analysis and review of sector and industry trends.  The Adviser uses proprietary research to select individual securities that it believes can add value from income and/or the potential for capital appreciation.  The proprietary research may include an assessment of a company’s general financial condition, its competitive positioning and management strength, as well as industry characteristics and other factors.  The Fund may sell a security that becomes overvalued or no longer offers an attractive risk/reward profile.  A security may also be sold due to changes in portfolio strategy or cash flow needs.

 

Real Estate Industry Concentration.   Under normal market conditions, the Fund will invest at least 80% of its net assets (plus the amount of any borrowing for investment purposes) in publicly traded equity securities of real estate companies listed on a domestic or foreign exchange, throughout the world, including the United States, and at least 40% of the Fund’s net assets (plus the amount of any borrowing for investment purposes) will be invested in Foreign Securities of real estate companies.

 

 

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Foreign Securities and Depositary Receipts.   The Fund may invest, without limitation, in securities of issuers located in a number of different countries throughout the world.  Under normal market conditions, the Fund will maintain exposure to securities of real estate companies in the United States and in at least three countries outside the United States.  The amount invested outside the United States may vary, and at any given time, the Fund may have a significant exposure to non-U.S. securities.  The Fund may invest up to 25% of its net assets (plus the amount of any borrowing for investment purposes) in publicly-traded securities of real estate companies whose primary operations or principal trading market is an emerging market.

 

The Fund may invest in securities of foreign companies in the form of American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”) and European Depositary Receipts (“EDRs”).  Generally, ADRs in registered form are dollar denominated securities designed for use in the U.S. securities markets, which represent and may be converted into an underlying foreign security.  GDRs, in bearer form, are designated for use outside the United States.  EDRs, in bearer form, are designed for use in the European securities markets.

 

Real Estate Investment Trusts (“REITs”) .  REITs are companies that own interests in real estate or in real estate related loans or other interests, and their revenue primarily consists of rent derived from owned, income producing real estate properties and capital gains from the sale of such properties.  A REIT in the United States is generally not taxed on income distributed to shareholders so long as it meets tax related requirements, including the requirement that it distribute substantially all of its taxable income to its shareholders.  Dividends from REITs are not “qualified dividends” and therefore are taxed as ordinary income rather than at the reduced capital gains rate.  REIT-like entities are organized outside the United States and maintain operations and receive tax treatment similar to that of U.S. REITs.  The Fund retains the ability to invest in real estate companies of any size market capitalization.  The Fund does not invest in real estate directly.

 

Derivatives .  The Fund may use futures and options on securities, indices and currencies, forward foreign currency exchange contracts, swaps and other derivatives.  A derivative is a security or instrument whose value is determined by reference to the value or the change in value of one or more securities, currencies, indices or other financial instruments.  The Fund may use derivatives for a variety of purposes, including:

 

●

as a hedge against adverse changes in the market prices of securities, interest rates or currency exchange rates;

●

as a substitute for purchasing or selling securities;

●

to increase the Fund’s return as a non-hedging strategy that may be considered speculative; and

●

to manage the Fund’s portfolio characteristics.

 

The Fund may also enter into total rate of return, credit default or other types of swaps and related derivatives for the purpose of hedging and risk management.  These transactions generally provide for the transfer from one counterparty to another of certain risks inherent in the ownership of a financial asset such as a debt instrument or common stock.

 

Infrastructure Fund

 

The Fund seeks to achieve its investment objective by investing primarily in securities of publicly traded infrastructure companies.  Under normal market conditions, the Fund will attempt to achieve its investment objective by investing, as a principal strategy, at least 80% of its net assets (plus the amount of any borrowing for investment purposes) in publicly traded equity securities of infrastructure companies listed on a domestic or foreign exchange, throughout the world, including the U.S. (the “80% Policy”), and, as part of the 80% Policy, at least 40% of the Fund’s net assets (plus the amount of any borrowing for investment purposes) will be invested in Foreign Securities of infrastructure companies.  Under normal market conditions, the Fund will maintain exposure to securities of infrastructure companies in the United States and in at least three countries outside the United States.  The Fund may invest up to 20% of its net assets (plus the amount of any borrowing for investment purposes) in fixed income securities, including below-investment grade rated securities, as described in this Prospectus.

 

 

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The Fund defines an infrastructure company as any company that derives at least 50% of its revenue or profits from the ownership or operation of infrastructure assets.  The Fund defines infrastructure assets as the physical structures, networks and systems of transportation, energy, water and sewage, and communication.  The Fund may change the 80% Policy without shareholder approval.  The Fund will provide shareholders with written notice at least 60 days prior to the implementation of any such changes.

 

Infrastructure assets currently include:

 

●

toll roads, bridges and tunnels;

●

airports;

●

seaports;

●

electricity generation and transmission and distribution lines;

●

gathering, treating, processing, fractionation, transportation and storage of hydrocarbon products;

●

water and sewage treatment and distribution pipelines;

●

communication towers and satellites; and

●

railroads.

 

The Fund may also invest, as a principal strategy, up to 25% of its net assets (plus the amount of any borrowing for investment purposes) in energy-infrastructure companies organized as MLPs.

 

The Fund may use futures and options on securities, indices and currencies, forward foreign currency exchange contracts, swaps and other derivatives.  A derivative is a security or instrument whose value is determined by reference to the value or the change in value of one or more securities, currencies, indices or other financial instruments.  The Fund may use derivatives for a variety of purposes, including:

 

●

as a hedge against adverse changes in the market prices of securities, interest rate or currency exchange rates;

●

as a substitute for purchasing or selling securities;

●

to increase the Fund’s return as a non-hedging strategy that may be considered speculative; and

●

to manage the Fund’s portfolio characteristics.

 

The Fund may invest up to 20% of its net assets (plus the amount of any borrowing for investment purposes) in fixed income securities, including obligations of the U.S. Government, floating rate loans and money-market instruments.  As part of the 20% of the Fund’s net assets (plus the amount of any borrowing for investment purposes) that may be invested in fixed income securities, up to 10% of the Fund’s net assets (plus the amount of any borrowing for investment purposes) may be invested in below investment grade (“junk”) fixed income securities, of which 5% may be invested in fixed income securities rated “CCC” or lower by Standard & Poor’s Rating Services (“S&P”) or “Caa” or lower by Moody’s Investors Service, Inc. (“Moody’s”) or non-rated securities of comparable quality.  The Fund, however, may not invest in securities in default.

 

 

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The Fund may invest up to 25% of its net assets (plus the amount of any borrowing for investment purposes) in publicly traded securities of infrastructure companies, whose primary operations or principal trading market is in an “emerging market,” although investments in Foreign Securities of infrastructure companies are otherwise without limitation.  In addition, the Fund may invest up to 15% of its net assets (plus the amount of any borrowing for investment purposes) in securities deemed illiquid and may make short sales of securities in an amount not to exceed 10% of the Fund’s net assets (plus the amount of any borrowing for investment purposes).  Securities in which the Fund may invest include, but are not limited to, common, convertible and preferred stock, stapled securities (as defined herein), income trusts, limited partnerships, and limited partnership interests in the general partners of MLPs, issued by infrastructure companies.  Other Fund investments may include warrants, depositary receipts, exchange-traded notes, and investment companies, including exchange-traded funds.  The Fund retains the ability to invest in infrastructure companies of any market size capitalization.

 

The Adviser utilizes a fundamental, bottom-up, value-based selection methodology, taking into account short-term considerations, such as temporary market mispricing, and long-term considerations, such as values of assets and cash flows.  The Adviser also draws upon the expertise and knowledge within Brookfield Asset Management Inc. and its affiliates, which provides extensive owner/operator insights into industry drivers and trends.  The Adviser takes a balanced approach to investing, seeking to mitigate risk through diversification, credit analysis, economic analysis and review of sector and industry trends.  The Adviser uses proprietary research to select individual securities that it believes can add value from income and/or the potential for capital appreciation.  The proprietary research may include an assessment of a company’s general financial condition, its competitive positioning and management strength, as well as industry characteristics and other factors.  The Fund may sell a security that becomes overvalued or no longer offers an attractive risk/reward profile.  A security may also be sold due to changes in portfolio strategy or cash flow needs.

 

Infrastructure Industry Concentration.   Under normal market conditions, the Fund will invest at least 80% of its net assets (plus the amount of any borrowing for investment purposes) in publicly traded equity securities of infrastructure companies listed on a domestic or foreign exchange, throughout the world, including the United States, and at least 40% of the Fund’s net assets (plus the amount of any borrowing for investment purposes) will be invested in Foreign Securities of infrastructure companies.

 

Foreign Securities and Depositary Receipts.   The Fund may invest, without limitation, in securities of issuers located in a number of different countries throughout the world.  Under normal market conditions, the Fund will maintain exposure to securities of infrastructure issuers in the United States and in at least three countries outside the United States.  The amount invested outside the United States may vary, and at any given time, the Fund may have a significant exposure to non-U.S. securities.  The Fund may invest up to 25% of its net assets (plus the amount of any borrowing for investment purposes) in publicly-traded securities of infrastructure companies whose primary operations or principal trading market is an emerging market.

 

The Fund may invest in securities of foreign companies in the form of American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”) and European Depositary Receipts (“EDRs”).  Generally, ADRs in registered form are dollar denominated securities designed for use in the U.S. securities markets, which represent and may be converted into an underlying foreign security.  GDRs, in bearer form, are designated for use outside the United States.  EDRs, in bearer form, are designed for use in the European securities markets.

 

Stapled Securities.   From time to time, the Fund may invest in stapled securities to gain exposure to many infrastructure companies in Australia.  A stapled security, which is widely used in Australia, is a security that is comprised of two parts that cannot be separated from one another.  The two parts of a stapled security are a unit of a trust and a share of a company.  The resulting security is influenced by both parts, and must be treated as one unit at all times, such as when buying or selling a security.

 

Common Investment Strategies

 

Covered Calls and Other Option Transactions.    All Funds – A Fund may write call options with the purpose of generating realized gains or reducing the Fund’s ownership of certain securities.  The Fund may write call options on equity securities in its portfolio (“covered calls”), in amounts up to 15% of the Fund’s net assets (plus the amount of any borrowing for investment purposes).  At the time the call option is sold, the writer of the call option receives a premium from the buyer of such call option.  Any premiums received by the Fund from writing options may result in short-term capital gains.  Writing a covered call is the selling of an option contract entitling the buyer to purchase an underlying security that the Fund owns.  When the Fund sells a call option, it generates short-term gains in the form of the premium paid by the buyer of the call option, but the Fund forgoes the opportunity to participate in any increase in the value of the underlying equity security above the exercise price of the option and retains the risk of loss if the underlying security declines in value.  The writer of the call option has the obligation, upon exercise of the option, to deliver the underlying security upon payment of the exercise price during the option period.  A call option whose strike price is above the current price of the underlying stock is called “out-of-the-money.”  A call option whose strike price is below the current price of the underlying stock is called “in-the-money.”

 

If the Fund has written a call option, it may terminate its obligation by effecting a closing purchase transaction.  This is accomplished by purchasing a call option with the same terms as the option previously written.  However, once the Fund has been assigned an exercise notice, the Fund will be unable to effect a closing purchase transaction.  There can be no assurance that a closing purchase transaction can be effected when the Fund so desires.

 

The Fund will realize a profit from a closing transaction if the price of the transaction is less than the premium it received from writing the option; the Fund will realize a loss from a closing transaction if the price of the transaction is more than the premium it received from writing the option.  Since call option prices generally reflect increases in the price of the underlying security, any loss resulting from the repurchase of a call option may also be wholly or partially offset by unrealized appreciation of the underlying security.  Other principal factors affecting the market value of a call option include supply and demand, interest rates, the current market price and price volatility of the underlying security and the time remaining until the expiration date of the option.  Gains and losses on transactions in options depend, in part, on the ability of the Adviser, as the case may be, to predict correctly the effect of these factors.  The use of options cannot serve as a complete hedge since the price movement of securities underlying the options will not necessarily follow the price movements of the portfolio securities subject to the hedge.

 

 

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An option position may be closed out on an exchange that provides a secondary market for an option with the same terms or in a private transaction.  Although the Fund will generally write options for which there appears to be an active secondary market, there is no assurance that a liquid secondary market on an exchange will exist for any particular option.  In such event, it might not be possible to effect closing purchase transactions in particular options.

 

Although the Adviser will attempt to take appropriate measures to minimize the risks relating to the Fund’s writing of call options, there can be no assurance that the Fund will succeed in any option-writing program it undertakes.

 

Convertible Securities.    Infrastructure Fund, Global High Yield Fund and High Yield Fund – A convertible security is a bond, debenture, note, stock or other similar security that may be converted into or exchanged for a prescribed amount of common stock or other equity security of the same or a different issuer within a particular period of time at a specified price or formula.  Before conversion, convertible securities have characteristics similar to non-convertible debt securities in that they ordinarily provide a stream of income with generally higher yields than those of common stock of the same or similar issuers.  Convertible securities are senior in rank to common stock in an issuer’s capital structure and, therefore, generally entail less risk than the issuer’s common stock.

 

The Fund believes that the characteristics of convertible securities make them appropriate investments for an investment company seeking a high level of total return on its assets.  These characteristics include the potential for capital appreciation if the value of the underlying common stock increases, the relatively high yield received from dividend or interest payments as compared to common stock dividends and decreased risks of decline in value, relative to the underlying common stock due to their fixed income nature.  As a result of the conversion feature, however, the interest rate or dividend preference on a convertible security is generally less than would be the case if the securities were not convertible.  During periods of rising interest rates, it is possible that the potential for capital gain on a convertible security may be less than that of a common stock equivalent if the yield on the convertible security is at a level that causes it to sell at a discount.

 

Every convertible security may be valued, on a theoretical basis, as if it did not have a conversion privilege.  This theoretical value is determined by the yield it provides in comparison with the yields of other securities of comparable character and quality that do not have a conversion privilege.  This theoretical value, which may change with prevailing interest rates, the credit rating of the issuer and other pertinent factors, often referred to as the “investment value,” represents the security’s theoretical price support level.

 

“Conversion value” is the amount a convertible security would be worth in market value if it were to be exchanged for the underlying equity security pursuant to its conversion privilege.  Conversion value fluctuates directly with the price of the underlying equity security, usually common stock.  If, because of low prices for the common stock, the conversion value is substantially below the investment value, the price of the convertible security is governed principally by the factors described in the preceding paragraph.  If the conversion value rises near or above its investment value, the price of the convertible security generally will rise above its investment value and, in addition, will sell at some premium over its conversion value.  This premium represents the price investors are willing to pay for the privilege of purchasing a fixed-income security with a possibility of capital appreciation due to the conversion privilege.  Accordingly, the conversion value of a convertible security is subject to equity risk, that is, the risk that the price of an equity security will fall due to general market and economic conditions, perceptions regarding the industry in which the issuer participates or the issuing company’s particular circumstances.  If the appreciation potential of a convertible security is not realized, its conversion value premium may not be recovered.

 

 

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In its selection of convertible securities for the Fund, the Adviser will not emphasize either investment value or conversion value, but will consider both in light of the Fund’s overall investment objective.

 

The Fund may convert a convertible security that it holds:

●

when necessary to permit orderly disposition of the investment when a convertible security approaches maturity of has been called for redemption;

●

to facilitate a sale of the position;

●

if the dividend rate on the underlying common stock increases above the yield  on the convertible security; or

●

whenever the Adviser believes it is otherwise in the best interests of the Fund.

Convertible securities are generally not investment grade, that is, not rated within the four highest categories by S&P and Moody’s.  To the extent that such convertible securities, which are acquired by the Fund consistent with the factors considered by the Adviser, as described in this Prospectus, are rated lower than investment grade or are not rated, there would be a greater risk as to the timely repayment of the principal of, and timely payment of interest or dividends on, those securities.

 

Short Sales.    All Funds – A Fund may from time to time make short sales of securities, including short sales “against the box.”  A short sale is a transaction in which the Fund sells a security it does not own in anticipation that the market price of that security will decline.  A short sale against the box occurs when the Fund contemporaneously owns, or has the right to obtain at no added cost, securities identical to those sold short.

 

Except for short sales against the box, the Fund will not sell short more than 10% of the Fund’s net assets (plus the amount of any borrowing for investment purposes) and the market value for the securities sold short of any one issuer will not exceed 5% of such issuer’s voting securities.  In addition, the Fund may not make short sales or maintain a short position if it would cause more than 25% of the Fund’s net assets (plus the amount of any borrowing for investment purposes), taken at market value, to be held as collateral for such sales.  The Fund may make short sales against the box without respect to such limitations.

 

The Fund may make short sales in order to hedge against market risks when it believes that the price of a security may decline, causing a decline in the value of a security owned by the Fund or a security convertible into, or exchangeable for, such security, or when the Fund does not want to sell the security it owns.  Such short sale transactions may be subject to special tax rules, one of the effects of which may be to accelerate income to the Fund.  Additionally, the Fund may use short sales in conjunction with the purchase of a convertible security when it is determined that the convertible security can be bought at a small conversion premium and has a yield advantage relative to the underlying common stock sold short.

 

When the Fund makes a short sale, it will often borrow the security sold short and deliver it to the broker-dealer through which it made the short sale as collateral for its obligation to deliver the security upon conclusion of the sale.  In connection with such short sales, the Fund may pay a fee to borrow securities or maintain an arrangement with a broker to borrow securities, and is often obligated to pay over any accrued interest and dividends on such borrowed securities.  In a short sale, the Fund does not immediately deliver the securities sold or receive the proceeds from the sale.  The Fund may close out a short position by purchasing and delivering an equal amount of the securities sold short, rather than by delivering securities already held by the Fund, because the Fund may want to continue to receive interest and dividend payments on securities in its portfolio that are convertible into the securities sold short.

 

 

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If the price of the security sold short increases between the time of the short sale and the time that the Fund replaces the borrowed security, the Fund will incur a loss; conversely, if the price declines, the Fund will realize a capital gain.  Any gain will be decreased, and any loss, increased, by the transaction costs described above.  The successful use of short selling may be adversely affected by imperfect correlation between movements in the price of the security sold short and the securities being hedged.

 

To the extent that the Fund engages in short sales, it will provide collateral to the broker-dealer and (except in the case of short sales against the box) will maintain additional asset coverage in the form of segregated or “earmarked” assets on the records of the Adviser or with the Fund’s Custodian, consisting of cash, U.S. government securities, or other liquid securities that is equal to the current market value of the securities sold short, or (in the case of short sales against the box) will ensure that such positions are covered by offsetting positions, until the Fund replaces the borrowed security.  The Fund will engage in short selling to the extent permitted by the federal securities laws and rules and interpretations thereunder, subject to the percentage limitations set forth above.  To the extent the Fund engages in short selling in foreign (non-U.S.) jurisdictions, the Fund will do so to the extent permitted by the laws and regulations of such jurisdiction.

 

Illiquid Investments.    All Funds – A Fund may invest up to 15% of its net assets (plus the amount of any borrowing for investment purposes) in securities for which there is no readily available trading market or that are otherwise illiquid.  Illiquid securities include, among other things, securities legally restricted as to resale such as commercial paper issued pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), securities traded pursuant to Rule 144A of the Securities Act, written over-the-counter options, repurchase agreements with maturities in excess of seven days, certain loan participation interests, fixed time deposits which are not subject to prepayment or provide for withdrawal penalties upon prepayment (other than overnight deposits), and other securities whose disposition is restricted under the federal securities laws.  Section 4(2) and Rule 144A securities may, however, be treated as liquid by the Adviser pursuant to procedures adopted by the Board of Trustees (each member of the Board of Trustees individually a “Trustee”), which require consideration of factors such as trading activity, availability of market quotations and number of dealers willing to purchase the security.  If the Fund invests in Rule 144A securities, the level of portfolio illiquidity may be increased to the extent that eligible buyers exhibit weak demand for such securities.

 

It may be more difficult to sell unregistered securities at an attractive price should their resale remain restricted than if such securities were in the future to become publicly traded.  Where registration is desired, a considerable period may elapse between a decision to sell the securities and the time when registration is complete.  Thus, the Fund may not be able to obtain as favorable a price at the time of the decision to sell as it might achieve in the future.  The Fund may also acquire securities with contractual restrictions on the resale of such securities.  Such restrictions might prevent their sale at a time when such sale would otherwise be desirable.

 

When Issued, Delayed Delivery Securities and Forward Commitments.    All Funds – A Fund may enter into forward commitments for the purchase or sale of securities, including on a “when issued” or “delayed delivery” basis, in excess of customary settlement periods for the type of security involved.  In some cases, a forward commitment may be conditioned upon the occurrence of a subsequent event, such as approval and consummation of a merger, corporate reorganization or debt restructuring ( i.e. , a when, as and if issued security).  When such transactions are negotiated, the price is fixed at the time of the commitment, with payment and delivery taking place in the future, generally a month or more after the date of the commitment.  While it will only enter into a forward commitment with the intention of actually acquiring the security, the Fund may sell the security before the settlement date if it is deemed advisable.

 

 

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Securities purchased under a forward commitment are subject to market fluctuation, and no interest (or dividends) accrues to the Fund prior to the settlement date.  The Fund will segregate with its custodian cash or liquid securities in an aggregate amount at least equal to the amount of its outstanding forward commitments.

 

Repurchase Agreements.    All Funds – Repurchase agreements may be seen as loans by the Fund collateralized by underlying debt securities.  Under the terms of a typical repurchase agreement, the Fund would acquire an underlying debt obligation for a relatively short period (usually not more than one week) subject to an obligation of the seller to repurchase, and the Fund to resell, the obligation at an agreed price and time.  This arrangement results in a fixed rate of return to the Fund that is not subject to market fluctuations during the holding period.  The Fund bears a risk of loss in the event that the other party to a repurchase agreement defaults on its obligations and the Fund is delayed in or prevented from exercising its rights to dispose of the collateral securities, including the risk of a possible decline in the value of the underlying securities during the period in which it seeks to assert these rights.  The Adviser, acting under the supervision of the Board of Trustees, reviews the creditworthiness of those banks and dealers with which the Fund enters into repurchase agreements to evaluate these risks and monitors on an ongoing basis the value of the securities subject to repurchase agreements to ensure that the value is maintained at the required level.  The Fund will not enter into repurchase agreements with the Adviser or any of its affiliates.

 

The Funds may also use the following investment technique:

Defensive Investments .  When adverse market or economic conditions occur, each Fund may temporarily invest all or a portion of its assets in defensive investments that are short-term and liquid.  Such investments include U.S. government securities, certificates of deposit, banker’s acceptances, time deposits, repurchase agreements, and other high quality debt instruments.  When following a defensive strategy, a Fund will be less likely to achieve its investment objective.

 

Investing in the Funds involves the following risks:

Recent Regulatory Events.   Legal, tax and regulatory changes could occur that may adversely affect the Fund and its ability to pursue its investment strategies and/or increase the costs of implementing such strategies.  The U.S. Government, the Federal Reserve, the Treasury, the Securities and Exchange Commission (“SEC”), the Commodity Futures Trading Commission, the Federal Deposit Insurance Corporation and other governmental and regulatory bodies have recently taken or are considering taking actions in light of the recent financial crisis.  These actions include, but are not limited to, the enactment by the United States Congress of the “Dodd-Frank Wall Street Reform and Consumer Protection Act,” which was signed into law on July 21, 2010, and imposes a new regulatory framework over the U.S. financial services industry and the consumer credit markets in general, and proposed regulations by the SEC.  Given the broad scope, sweeping nature, and relatively recent enactment of some of these regulatory measures, the potential impact they could have on securities held by the Fund is unknown.  There can be no assurance that these measures will not have an adverse effect on the value or marketability of securities held by the Fund.  Furthermore, no assurance can be made that the U.S. government or any U.S. regulatory body (or other authority or regulatory body) will not continue to take further legislative or regulatory action in response to the continuing economic turmoil or otherwise, and the effect of such actions, if taken, cannot be known.

 

 

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Recent Economic Events.   Although the U.S. economy has seen gradual improvement since 2008, the effects of the global financial crisis that began to unfold in 2007 continue to exist and economic growth has been slow and uneven.  In addition, the negative impacts and continued uncertainty stemming from the sovereign debt crisis and economic difficulties in Europe and U.S. fiscal and political matters, including deficit reduction and U.S. debt ratings, have impacted and may continue to impact the global economic recovery.  These events and possible continuing market turbulence may have an adverse effect on the Fund.  In response to the global financial crisis, the United States and other governments and the Federal Reserve and certain foreign central banks took steps to support financial markets.  However, risks to a robust resumption of growth persist:  a weak consumer weighed down by too much debt and increasing joblessness, the growing size of the federal budget deficit and national debt, and the threat of inflation.  A number of countries in Europe have experienced severe economic and financial difficulties.  Many non-governmental issuers, and even certain governments, have defaulted on, or been forced to restructure, their debts; many other issuers have faced difficulties obtaining credit or refinancing existing obligations; financial institutions have in many cases required government or central bank support, have needed to raise capital, and/or have been impaired in their ability to extend credit; and financial markets in Europe and elsewhere have experienced extreme volatility and declines in asset values and liquidity.  There is continued concern about national-level support for the euro and the accompanying coordination of fiscal and wage policy among European Economic and Monetary Union (“EMU”) member countries.  Member countries are required to maintain tight control over inflation, public debt, and budget deficit to qualify for membership in the European EMU.  These requirements can severely limit European EMU member countries’ ability to implement monetary policy to address regional economic conditions.  A return to unfavorable economic conditions could impair the Fund’s ability to execute its investment strategies.

 

Investment Risk.    All Funds – An investment in a Fund is subject to investment risk, including the possible loss of the entire principal amount that you invest.

 

Market Risk.    All Funds – The values of securities held by a Fund may fall due to general market conditions, such as real or perceived adverse economic, political, or regulatory conditions, inflation, changes in interest or currency rates or adverse investor sentiment.  Adverse market conditions may be prolonged and may not have the same impact on all types of securities.  The values of securities may fall due to factors affecting a particular issuer, industry or the securities market as a whole.  The recent global financial crisis has caused a significant decline in the value and liquidity of many securities, including securities held by the Fund.  In response to the crisis, the U.S. government and the Federal Reserve have taken steps to support financial markets.  The withdrawal of this support could also negatively affect the value and liquidity of certain securities.  In addition, legislation recently enacted in the United States calls for changes in many aspects of financial regulation.  The impact of the legislation on the markets, and the practical implications for market participants, may not be known for some time.  The Fund may experience a substantial or complete loss on any individual security.

 

New Fund Risk.    All Funds – Each Fund has limited or no operating history and there can be no assurance that a Fund will grow or maintain an economically viable size, in which case the Board of Trustees of the Fund may determine to liquidate the Fund.  As of the date of this Prospectus, affiliates of the Adviser (the “Adviser Investor”) own a significant amount of shares of the Infrastructure Fund, the Real Estate Fund, and the High Yield Fund (the “Adviser’s Investment”).  The Adviser’s Investment was made, among other reasons, to enable each such Fund to reach critical mass in a shorter period of time thus allowing the Fund to implement the portfolio investment objectives and strategies more efficiently.  Also, it is anticipated that shortly following the commencement of operations of the Global High Yield Fund, the Adviser Investor will own a significant amount of such Fund’s shares.  A partial or complete redemption of the Adviser’s Investment may have a material adverse effect on a Fund’s expense ratio, portfolio turnover and the overall ability to manage the Fund.  The Adviser Investor has no current intention to redeem the Adviser’s Investment; however, the Adviser Investor reserves the right to do so at any time in accordance with applicable law in its sole and absolute discretion.

 

 

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High Yield or “Junk” Bond Risk.    All Funds – Investments   in high yield securities and unrated securities of similar credit quality (commonly known as “junk bonds”) may be subject to greater levels of credit and liquidity risk than funds that do not invest in such securities.  These securities are considered predominately speculative with respect to the issuer’s continuing ability to make principal and interest payments.  Junk bonds tend to be volatile and more susceptible to adverse events and negative sentiments.  An economic downturn or period of rising interest rates could adversely affect the market for these securities and reduce a Fund’s ability to sell these securities (liquidity risk).  If the issuer of a security is in default with respect to interest or principal payments, the Fund may lose its entire investment. Because of the risks involved in investing in high yield securities, an investment in the Fund that invests in such securities should be considered speculative.

 

Distressed Debt Risk.    All Funds – Each Fund may invest in securities of issuers that are, or are about to be, involved in reorganizations, financial restructurings, or bankruptcy (also known as “distressed debt”).  To the extent that a Fund invests in distressed debt, the Fund is subject to the risk that it may lose a portion or all or its investment in the distressed debt and may incur higher expenses trying to protect its interests in distressed debt.

 

Small- and Mid-Capitalization Risk.  All Funds – Each Fund may invest across large-, mid-, and small-capitalization stocks.  From time to time, a Fund may invest its assets in small- and medium-size companies.  Such investments entail greater risk than investments in larger, more established companies.  Small- and medium-size companies may have narrower markets and more limited managerial and financial resources than larger, more established companies.  As a result of these risks and uncertainties, the returns from these small- and medium-size stocks may trail returns from the overall stock market.  Historically, these stocks have been more volatile in price than the large-capitalization stocks.

 

Foreign (Non-U.S.) Securities Risk.    All Funds – Investing in foreign securities involves certain risks not involved in domestic investments, including, but not limited to:

●

future foreign economic, financial, political and social developments;

●

different legal systems;

●

the possible imposition of exchange controls or other foreign governmental laws or restrictions;

●

less governmental supervision;

●

regulation changes;

●

changes in currency exchange rates;

●

less publicly available information about companies due to less rigorous disclosure or accounting standards or regulatory practices;

●

high and volatile rates of inflation;

●

fluctuating interest rates;

●

different accounting, auditing and financial record-keeping standards and requirements; and

●

dividend income the Fund receives from these foreign securities may not be eligible for the special tax treatment applicable to qualified income.

 

 

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Investments in foreign securities, especially in emerging market countries, will expose a Fund to the direct or indirect consequences of political, social or economic changes in the countries that issue the securities or in which the issuers are located. Certain countries in which the Fund may invest, especially emerging market countries, have historically experienced, and may continue to experience, high rates of inflation, high interest rates, exchange rate fluctuations, large amounts of external debt, balance of payments and trade difficulties and extreme poverty and unemployment. Many of these countries are also characterized by political uncertainty and instability.  The cost of servicing external debt will generally be adversely affected by rising international interest rates because many external debt obligations bear interest at rates that are adjusted based upon international interest rates.  In addition, with respect to certain foreign countries, there is a risk of:

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the possibility of expropriation of assets;

●

confiscatory taxation;

●

difficulty in obtaining or enforcing a court judgment;

●

economic, political or social instability; and

●

diplomatic developments that could affect investments in those countries.

In addition, individual foreign economies may differ favorably or unfavorably from the U.S. economy in such respects as:

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growth of gross domestic product;

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rates of inflation;

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capital reinvestment;

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resources;

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self-sufficiency; and

●

balance of payments position.

To the extent the Fund’s investments are concentrated in a geographic region or country, the Fund will be subject, to a greater extent than if the Fund’s assets were less concentrated, to the risks of adverse changes in that region or country.  In addition, certain investments in foreign securities also may be subject to foreign withholding taxes.

Emerging Markets Risk.    Real Estate Fund, Infrastructure Fund and Global High Yield Fund – Each Fund may invest in securities of companies domiciled in so-called “emerging markets” (or lesser developed countries) and investments in such securities are particularly speculative.

A small number of companies representing a limited number of industries may account for a significant percentage of an emerging market country’s overall market and trading volume.  Emerging market economies may be over-dependent on exports, especially with respect to primary commodities, making these economies vulnerable to changes in commodity prices.  Emerging market countries may have overburdened infrastructure and obsolete or unseasoned financial systems, environmental problems, less developed legal systems and less reliable custodial services and settlement practices.  Emerging securities markets are substantially smaller, less developed, less liquid and more volatile than the major securities markets.  The limited size of emerging securities markets and limited trading value compared to the volume of trading in U.S. securities could cause prices to be erratic for reasons apart from factors that affect the quality of the securities.  For example, limited market size may cause prices to be unduly influenced by traders who control large positions.  Adverse publicity and investors’ perceptions, whether or not based on fundamental analysis, may decrease the value and liquidity of portfolio securities, especially in these markets.  Many emerging market countries have experienced substantial, and in some periods extremely high, rates of inflation for many years.  Inflation and rapid fluctuations in inflation rates and corresponding currency devaluations have had and may continue to have negative effects on the economies and securities markets of certain emerging market countries.

 

 

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Foreign Currency Risk .   All Funds – Although a Fund will report its NAV and pay dividends in U.S. dollars, foreign securities often are purchased with and make interest payments in foreign currencies.  Therefore, when the Fund invests in foreign securities, it will be subject to foreign currency risk, which means that the Fund’s NAV could decline as a result of changes in the exchange rates between foreign currencies and the U.S. dollar.  Certain foreign countries may impose restrictions on the ability of issuers of foreign securities to make payment of principal and interest to investors located outside the country, due to blockage of foreign currency exchanges or otherwise.  The Fund may engage in various investments that are designed to hedge the Fund’s foreign currency risks.  While these transactions will be entered into to seek to manage these risks, these investments may not prove to be successful or may have the effect of limiting the gains from favorable market movements.

Fixed Income Risk.  All Funds – The market value of fixed income investments changes in response to interest rate changes and other factors.  During periods of falling interest rates, the values of outstanding fixed income securities generally rise.  During periods of rising interest rates, the values of outstanding fixed income securities generally fall.  Moreover, while securities with longer maturities tend to produce higher yields, the prices of longer maturity securities are also subject to greater market fluctuations as a result of changes in interest rates.  As the average maturity or duration of a security lengthens, the risk that the price of such security will become more volatile increases.  In contrast to maturity which measures which measures only time until final payment, duration combines consideration of yield , interest payments, final maturity and call features.  Additional risk associated with fixed income securities includes:

 

Call Risk.  During periods of falling interest rates, certain debt obligations with high interest rates may be prepaid (or “called”) by the issuer prior to maturity.

 

Extension Risk.  An issuer may exercise its right to pay principal on an obligation held by a Fund later than expected.  This may happen when there is a rise in interest rates.  Under these circumstances, the value of the obligation will decrease.

 

Credit Risk.  The possibility that an issuer will be unable to make timely payments of either principal or interest.

 

Event Risk.  Securities may suffer declines in credit quality and market value due to issuer restructurings or other factors.

 

Liquidity Risk.    All Funds – Liquidity risk exists when particular investments are difficult to sell. Although most of a Fund’s securities must be liquid at the time of investment, securities may become illiquid after purchase by the Fund, particularly during periods of market turmoil.  When the Fund holds illiquid investments, its portfolio may be harder to value, especially in changing markets.  If the Fund is forced to sell these investments to meet redemptions or for other cash needs, the Fund may suffer a loss.  In addition, when there is illiquidity in the market for certain securities, the Fund, due to limitations on investments in illiquid securities, may be unable to achieve its desired level of exposure to a certain sector.  To the extent the Fund holds a material percentage of the outstanding debt securities of an issuer, this practice may impact adversely the liquidity and market value of those investments.

Issuer Risk.    All Funds – Issuer risk is the risk that the value of a security may decline for a reason directly related to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s goods or service.

 

 

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Portfolio Selection Risk.   All Funds – The Adviser’s judgment about the quality, relative yield, relative value or market trends affecting a particular sector or region, market segment, security or about interest rates generally may prove to be incorrect.

 

Risks of Subordinated Securities.    Global High Yield Fund and High Yield Fund – A holder of securities that are subordinated or “junior” to more senior securities of an issuer is entitled to payment after holders of more senior securities of the issuer.  Subordinated securities are more likely to suffer a credit loss than non-subordinated securities of the same issuer, any loss incurred by the subordinated securities is likely to be proportionately greater, and any recovery of interest or principal may take more time.  As a result, even a perceived decline in creditworthiness of the issuer is likely to have a greater impact on them.

 

U.S. Government Agency Obligations Risk .   Global High Yield Fund and High Yield Fund – The Fund invests in obligations issued by agencies and instrumentalities of the U.S. government.  Government sponsored entities such as Federal National Mortgage Association (Fannie Mae), Federal Home Loan Mortgage Corporation (Freddie Mac) and the Federal Home Loan Banks (FHLBs), although chartered or sponsored by Congress, are not funded by congressional appropriations and the debt and mortgage-backed securities issued by them are neither guaranteed nor issued by the U.S. government.  Although the U.S. government has provided financial support to Fannie Mae and Freddie Mac in the past, there can be no assurance that it will support these or other government sponsored entities in the future.

 

Risks of Convertible Securities.    Infrastructure Fund, Global High Yield Fund and High Yield Fund - Convertible securities generally offer lower interest or dividend yields than non-convertible securities of similar quality.  As with all fixed income securities, the market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline.  However, when the market price of the common stock underlying a convertible security exceeds the conversion price, the convertible security tends to reflect the market price of the underlying common stock.  As the market price of the underlying common stock declines, the convertible security tends to trade increasingly on a yield basis and thus may not decline in price to the same extent as the underlying common stock.  Convertible securities rank senior to common stocks in an issuer’s capital structure and consequently entail less risk than the issuer’s common stock.

Risks of Investing in Floating Rate Loans.    Global High Yield Fund and High Yield Fund – The value of collateral, if any, securing a floating rate loan can decline or may be insufficient to meet the issuer’s obligations or may be difficult to liquidate.  No active trading market may exist for many floating rate loans, and many loans are subject to restrictions on resale.

 

Equity Securities Risk.    All Funds – Equity securities are subject to the risk that stock prices may rise and fall in periodic cycles and may perform poorly relative to other investments.  This risk may be greater in the short term.  Equity securities represent an ownership interest in an issuer, rank junior in a company’s capital structure to debt securities and consequently may entail greater risk of loss than fixed income securities.

Preferred Securities Risk.    All Funds – There are special risks associated with investing in preferred securities, including:

Deferral and Omission. Preferred securities may include provisions that permit the issuer, at its discretion, to defer or omit distributions for a stated period without any adverse consequences to the issuer.

 

 

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Subordination. Preferred securities are subordinated to bonds and other debt instruments in a company’s capital structure in terms of priority to corporate income and liquidation payments, and therefore will be subject to greater credit risk than more senior debt instruments.

Liquidity. Preferred securities may be substantially less liquid than many other securities, such as common stocks or U.S. government securities.

Limited Voting Rights. Generally, preferred securities offer no voting rights with respect to the issuing company unless preferred dividends have been in arrears for a specified number of periods, at which time the preferred security holders may elect a number of directors to the issuer’s board.

Special Redemption Rights. In certain varying circumstances, an issuer of preferred securities may redeem the securities prior to a specified date.  As with call provisions, a redemption by the issuer may negatively impact the return of the security held by a Fund.

Market Segment Risk.    All Funds – To the extent a Fund emphasizes, from time to time, investments in a market segment, the Fund will be subject to a greater degree to the risks particular to that segment, and may experience greater market fluctuation, than a fund without the same focus.  For example, industries in the financial segment, such as banks, insurance companies, broker-dealers and real estate investment trusts (REITs), may be sensitive to changes in interest rates and general economic activity and are generally subject to extensive government regulation.

Industries in the materials segment, such as chemicals, construction materials, containers and packaging, metals and mining and paper and forest products, may be significantly affected by the level and volatility of commodity prices, currency rates, import controls and other regulations, labor relations, global competition and resource depletion.

Industries in the industrials segment, such as companies engaged in the production, distribution or service of products or equipment for manufacturing, agriculture, forestry, mining and construction, can be significantly affected by general economic trends, including such factors as employment and economic growth, interest rate changes, changes in consumer spending, legislative and governmental regulation and spending, import controls, commodity prices, and worldwide competition.

Industries in the energy segment, such as those engaged in the development, production and distribution of energy resources, can be significantly affected by supply and demand both for their specific product or service and for energy products in general.  The price of oil, gas and other consumable fuels, exploration and production spending, government regulation, world events and economic conditions likewise will affect the performance of companies in these industries.

Industries in the consumer discretionary segment, such as consumer durables, hotels, restaurants, media, retailing and automobiles, may be significantly affected by the performance of the overall economy, interest rates, competition, consumer confidence and spending, and changes in demographics and consumer tastes.

Derivatives Risk.    All Funds – Using derivatives exposes a Fund to additional risks and may increase the volatility of the Fund’s net asset value and may not provide the expected result.  Derivatives may have a leveraging effect on the Fund’s portfolio, and they can disproportionately increase losses and reduce opportunities for gain.  If changes in a derivative’s value do not correspond to changes in the value of the Fund’s other investments or do not correlate well with the underlying assets, rate or index, the Fund may not fully benefit from, or could lose money on, or could experience unusually high expenses as a result of, the derivative position.  Derivatives involve the risk of loss if the counterparty defaults on its obligation. Certain derivatives may be less liquid, which may reduce the returns of the Fund if it cannot sell or terminate the derivative at an advantageous time or price.  The Fund also may have to sell assets at inopportune times to satisfy its obligations.  Some derivatives may involve the risk of improper valuation.  Suitable derivatives may not be available in all circumstances or at reasonable prices and may not be used by the Fund for a variety of reasons.  Recent legislation calls for new regulation of the derivatives markets.  The extent and impact of the regulation is not yet known and may not be known for some time.  New regulation of derivatives may make them more costly, may limit their availability, or may otherwise adversely affect their value or performance.  Risks associated with the use of derivatives are magnified to the extent that a large portion of the Fund’s assets are committed to derivatives in general or are invested in just one or a few types of derivatives.

 

 

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Redemption Risk.    All Funds – A Fund may need to sell its holdings in order to meet shareholder redemption requests.  The Fund could experience a loss when selling securities to meet redemption requests if the redemption requests are unusually large or frequent, occur in times of overall market turmoil or declining prices for the securities sold, or when the securities the Fund wishes to or is required to sell are illiquid.  The Fund may be unable to sell illiquid securities at its desired time or price.  Illiquidity can be caused by a drop in overall market trading volume, an inability to find a ready buyer, or legal restrictions on the securities’ resale.  Certain securities that were liquid when purchased may later become illiquid, particularly in times of overall economic distress.

Concentration Risk.  Real Estate Fund and Infrastructure Fund – Because the Funds will each invest more than 25% of their net assets (plus the amount of any borrowing for investment purposes) in securities in the real estate industry/infrastructure industry, respectively, each as defined in this Prospectus, the Funds may be subject to greater volatility with respect to their portfolio securities than a fund that is more broadly diversified.

General Risks of Investing in Infrastructure Companies.    Infrastructure Fund – Securities and instruments of infrastructure companies are more susceptible to adverse economic or regulatory occurrences affecting their industries.  Infrastructure companies may be subject to a variety of factors that may adversely affect their business or operations, including high interest costs in connection with capital construction programs, high leverage, costs associated with environmental and other regulations, the effects of economic slowdown, surplus capacity, increased competition from other providers of services, uncertainties concerning the availability of fuel at reasonable prices, the effects of energy conservation policies and other factors.  The following is a summary of specific risks infrastructure companies may be particularly affected by or subject to:

 

Regulatory Risk.  Infrastructure companies may be subject to regulation by various governmental authorities and may also be affected by governmental regulation of rates charged to services, the imposition of special tariffs and changes in tax laws, environmental laws and regulations, regulatory policies, accounting standards and general changes in market sentiment towards infrastructure assets. Infrastructure companies’ inability to predict, influence or respond appropriately to changes in law or regulatory schemes could adversely impact their results of operations.

 

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

 

 

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

 

Natural Disasters Risk.  Natural risks, such as earthquakes, flood, lightning, hurricanes and wind, are risks facing certain infrastructure companies.  Extreme weather patterns, or the threat thereof, could result in substantial damage to the facilities of certain companies located in the affected areas, and significant volatility in the products or services of infrastructure companies could adversely impact the prices of the securities of such issuer.

 

Through-put Risk.  The revenue of many infrastructure companies may be impacted by the number of users who use the products or services produced by the infrastructure company.  A significant decrease in the number of users may negatively impact the profitability of an infrastructure company.

 

Project Risk.  To the extent the Fund invests in infrastructure companies which are dependent to a significant extent on new infrastructure projects, the Fund may be exposed to the risk that the project will not be completed within budget, within the agreed time frame or to agreed specifications.  Each of these factors may adversely affect the Fund’s return from that investment.

 

Strategic Asset Risk.  Infrastructure companies may control significant strategic assets.  Strategic assets are assets that have a national or regional profile, and may have monopolistic characteristics.  The very nature of these assets could generate additional risk not common in other industry sectors.  Given the national or regional profile and/or their irreplaceable nature, strategic assets may constitute a higher risk target for terrorist acts or political actions.  Given the essential nature of the products or services provided by infrastructure companies, there is also a higher probability that the services provided by such issuers will be in constant demand.  Should an infrastructure company fail to make such services available, users of such services may incur significant damage and may, due to the characteristics of the strategic assets, be unable to replace the supply or mitigate any such damage, thereby heightening any potential loss.

 

Operation Risk.  The long-term profitability of an infrastructure company may be partly dependent on the efficient operation and maintenance of its infrastructure assets.  Should an infrastructure company fail to efficiently maintain and operate the assets, the infrastructure company’s ability to maintain payments of dividends or interest to investors may be impaired.  The destruction or loss of an infrastructure asset may have a major impact on the infrastructure company.  Failure by the infrastructure company to carry adequate insurance or to operate the asset appropriately could lead to significant losses and damages.

 

Customer Risk.  Infrastructure companies can have a narrow customer base.  Should these customers or counterparties fail to pay their contractual obligations, significant revenues could cease and not be replaceable.  This would affect the profitability of the infrastructure company and the value of any securities or other instruments it has issued.

 

Interest Rate Risk.  Infrastructure assets can be highly leveraged.  As such, movements in the level of interest rates may affect the returns from these assets more significantly than other assets in some instances.  The structure and nature of the debt encumbering an infrastructure asset may therefore be an important element to consider in assessing the interest risk of the infrastructure asset.  In particular, the type of facilities, maturity profile, rates being paid, fixed versus variable components and covenants in place (including the manner in which they affect returns to equity holders) are crucial factors in assessing any interest rate risk.  Due to the nature of infrastructure assets, the impact of interest rate fluctuations may be greater for infrastructure companies than for the economy as a whole in the country in which the interest rate fluctuation occurs.

 

 

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Inflation Risk.  Many companies operating in the infrastructure sector may have fixed income streams and, therefore, be unable to pay higher dividends.  The market value of infrastructure companies may decline in value in times of higher inflation rates.  The prices that an infrastructure company is able to charge users of its assets may not be linked to inflation.  In this case, changes in the rate of inflation may affect the forecast profitability of the infrastructure company.

 

Financing Risk.  From time to time, infrastructure companies may encounter difficulties in obtaining financing for construction programs during inflationary periods.  Issuers experiencing difficulties in financing construction programs may also experience lower profitability, which can result in reduced income to the Fund.

 

Other factors that may affect the operations of infrastructure companies include difficulty in raising capital in adequate amounts on reasonable terms in periods of high inflation and unsettled capital markets, inexperience with and potential losses resulting from a developing deregulatory environment, increased susceptibility to terrorist acts or political actions, and general changes in market sentiment towards infrastructure assets.

 

Master Limited Partnership Risk.  Infrastructure Fund – As compared to common stockholders of a corporation, holders of MLP units have more limited control and limited rights to vote on matters affecting the partnership.  In addition, there are certain tax risks associated with an investment in MLP units and conflicts of interest may exist between common unit holders and the general partner, including those arising from incentive distribution payments.

 

A change in current tax law, or a change in the business of a given MLP, could result in an MLP being treated as a corporation for U.S. federal income tax purposes, which would result in such MLP being required to pay U.S. federal income tax on its taxable income.  Thus, if any of the MLPs owned by the Fund were treated as corporations for U.S. federal income tax purposes, the after-tax return to the Fund with respect to its investment in such MLPs would be materially reduced, which could cause a decline in the value of the common stock.

 

To the extent that the Fund invests in the equity securities of an MLP, the Fund will be a partner in such MLP.  Accordingly, the Fund will be required to include in its taxable income the Fund’s allocable share of the income, gains, losses, deductions and expenses recognized by each such MLP, regardless of whether the MLP distributes cash to the Fund.  The Fund will incur a current tax liability on its allocable share of an MLP’s income and gains that is not offset by the MLP’s tax deductions, losses and credits, or its net operating loss carryforwards, if any.  The portion, if any, of a distribution received by the Fund from an MLP that is offset by the MLP’s tax deductions, losses or credits is essentially treated as a return of capital.  The percentage of an MLP’s income and gains that is offset by tax deductions, losses and credits will fluctuate over time for various reasons.  A significant slowdown in acquisition activity or capital spending by MLPs held in the Fund’s portfolio could result in a reduction of accelerated depreciation generated by new acquisitions, which may result in increased current tax liability for the Fund.

 

Because of the Fund’s investments in equity securities of MLPs, the Fund’s earnings and profits may be calculated using accounting methods that are different from those used for calculating taxable income.  Because of these differences, the Fund may make distributions out of its current or accumulated earnings and profits, which will be treated as dividends, in years in which the Fund’s distributions exceed its taxable income.  In addition, changes in tax laws or regulations, or future interpretations of such laws or regulations, could adversely affect the Fund or the MLP investments in which the Fund invests.

 

 

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Exchange-Traded Fund Risk.  Infrastructure Fund – ETFs are typically open-end investment companies that are bought and sold on a national securities exchange.  When the Fund invests in an ETF, it will bear additional expenses based on its pro rata share of the ETF’s operating expenses, including the potential duplication of management fees.  The risk of owning an ETF generally reflects the risks of owning the underlying securities it holds.  Many ETFs seek to replicate a specific benchmark index.  However, an ETF may not fully replicate the performance of its benchmark index for many reasons, including because of the temporary unavailability of certain index securities in the secondary market or discrepancies between the ETF and the index with respect to the weighting of securities or the number of stocks held.  Inverse ETFs are subject to the risk that their performance will fall as the value of their benchmark indices rises.  Lack of liquidity in an ETF could result in an ETF being more volatile than the underlying portfolio of securities it holds.  In addition, because of ETF expenses, compared to owning the underlying securities directly, it may be more costly to own an ETF.  The Fund also will incur brokerage costs when it purchases ETFs.

If the Fund invests in shares of another mutual fund, shareholders will indirectly bear fees and expenses charged by the underlying mutual funds in which the Fund invests in addition to the Fund’s direct fees and expenses.  Furthermore, investments in other mutual funds could affect the timing, amount and character of distributions to shareholders and therefore may increase the amount of taxes payable by investors in the Fund.

Exchange-Traded Note Risk.  Infrastructure Fund – ETNs are subject to the credit risk of the issuer.  The value of an ETN will vary and will be influenced by its time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in underlying securities, currency and commodities markets as well as changes in the applicable interest rates, changes in the issuer’s credit rating, and economic, legal, political, or geographic events that affect the referenced index.  There may be restrictions on the Fund’s right to redeem its investment in an ETN, which is meant to be held until maturity.  Each Fund’s decision to sell its ETN holdings may be limited by the availability of a secondary market.

 

Real Estate Market Risk.  Real Estate Fund – The Fund will not invest in real estate directly, but only in securities issued by real estate companies.  However, because of its policy of concentration in the securities of companies in the real estate industry, the Fund is also subject to the risks associated with the direct ownership of real estate.  These risks include:

-

declines in the value of real estate;

-

risks related to general and local economic conditions;

-

possible lack of availability of mortgage funds;

-

overbuilding;

-

extended vacancies of properties;

-

increased competition;

-

increases in property taxes and operating expenses;

-

changes in zoning laws;

-

losses due to costs resulting from the clean-up of environmental problems;

-

liability to third parties for damages resulting from environmental problems;

-

casualty or condemnation losses;

-

limitations on rents;

-

changes in neighborhood values and the appeal of properties to tenants; and

-

changes in interest rates.

 

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Thus, the value of the Fund’s shares may change at different rates compared to the value of shares of a mutual fund with investments in a mix of different industries.

REIT Risk.  Real Estate Fund – In addition to the risks of securities linked to the real estate industry, equity REITs may be affected by changes in the value of the underlying property owned by the trusts, while mortgage REITs may be affected by the quality of any credit extended.  Further, REITs are dependent upon management skills and are typically invested in a limited number of projects or in a particular market segment or geographic region, and therefore are more susceptible to adverse developments affecting a single project, market segment or geographic region than more broadly diversified investments.  REITs are also subject to heavy cash flow dependency, defaults by borrowers and self-liquidation.  REITs may have limited financial resources and may experience sharper swings in market values and trade less frequently and in a more limited volume than securities of larger issuers.  In addition, REITs could possibly fail to qualify for pass-through of income under the Code, or to maintain their exemptions from registration under the Investment Company Act of 1940, as amended.  The above factors may also adversely affect a borrower’s or a lessee’s ability to meet its obligations to the REIT.  In the event of a default by a borrower or lessee, the REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs associated with protecting its investments.  Foreign REIT-like entities will be subject to foreign securities risk (see “ Foreign (Non-U.S.) Securities Risk ”).

 

In addition to its own expenses, the Fund will indirectly bear its proportionate share of any management and other expenses paid by REITs in which it invests.

Many real estate companies, including REITs, utilize leverage (and some may be highly leveraged), which increases investment risk and could adversely affect a real estate company’s operations and market value.  In addition, capital to pay or refinance a REIT’s debt may not be available or reasonably priced.  Financial covenants related to real estate company leveraging may affect the company’s ability to operate effectively.

PORTFOLIO HOLDINGS

 

A description of the Funds’ policies and procedures with respect to the disclosure of each Fund’s portfolio securities is available in the Funds’ Statement of Additional Information (“SAI”).

MANAGEME NT OF THE FUNDS

 

THE ADVISER

 

Brookfield Investment Management Inc. (the “Adviser”), a Delaware corporation and a registered investment adviser under the Investment Advisers Act of 1940, as amended, serves as the investment adviser and administrator to the Funds.  Founded in 1989, the Adviser is a wholly owned subsidiary of Brookfield Asset Management Inc. (TSX/NYSE: BAM; EURONEXT: BAMA), a publicly held global asset manager focused on property, power and other infrastructure assets with approximately $175 billion of assets under management as of March 31, 2013.  Pursuant to the Funds’ investment advisory agreements, the Adviser is responsible for the investment management of the Funds, including making investment decisions and placing orders to buy, sell or hold particular securities.  The Adviser also currently serves as investment adviser to various closed-end mutual funds, and previously served as investment adviser to Helios Select Fund, Inc., an open-end management investment company, organized as a Maryland corporation on October 27, 2008, which has since ceased to be an investment company.  As of March 31, 2013, the Adviser and its affiliates had approximately $18.27 billion in assets under management.  The Adviser’s principal offices are located at Brookfield Place, 250 Vesey Street, New York, New York 10281-1023.

 

 

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As compensation for its services and the related expenses the Adviser bears, the Adviser is contractually entitled to an advisory fee (an “advisory fee”), computed daily and payable monthly, at annual rates set forth in the table below.

 

Fund	Annual Advisory Fee-Contractual Rate (as a percentage of average daily net assets)
Real Estate Fund	0.75%
Infrastructure Fund	0.85%
Global High Yield Fund	0.75%
High Yield Fund	0.65%

As a result of the Adviser’s fee waiver and expense reimbursement arrangements with the Funds, the Adviser was effectively paid for the fiscal year ended December 31, 2012, the amounts set forth in the table below.

Fund (1)	Advisory Fee-Net of Fee Waiver and Expense Reimbursement as of December 31, 2012 (as a % of average daily net assets)
Real Estate Fund	0.00%
Infrastructure Fund	0.23%
High Yield Fund	0.00%

(1)            The Global High Yield Fund had not commenced operations as of December 31, 2012.

Pursuant to the Funds’ administration agreements, the Adviser provides administrative services reasonably necessary for the Funds’ operations, other than those services that the Adviser provides to the Funds pursuant to the investment advisory agreements.  As compensation for its administrative services and the related expenses the Adviser bears pursuant to the administration agreements, the Adviser is contractually entitled to an administrative fee (an “administrative fee”), computed daily and payable monthly, at annual rates set forth in the table below.

Fund	Annual Administrative Fee-Contractual Rate (as a percentage of average daily net assets)
Real Estate Fund	0.15%
Infrastructure Fund	0.15%
Global High Yield Fund	0.15%
High Yield Fund	0.15%

The Adviser has contractually agreed to waive all or a portion of its investment advisory or administration fees and/or to reimburse certain expenses of the Fund to the extent necessary to maintain the Total Annual Fund Operating Expenses (excluding any front-end or contingent deferred loads, brokerage commissions and other transactional expenses, acquired fund fees and  expenses, interest, taxes, and extraordinary expenses, such as litigation; and other expenses not incurred in the ordinary course of the Fund’s business) at the levels set forth in the Fee Tables of the Funds until at least May 1, 2014 and may not be terminated by the Fund or the Adviser before such time.  Thereafter, this arrangement may only be terminated or amended to increase the expense cap as of May 1st of each calendar year, provided that in the case of a termination by the Adviser, the Adviser will provide the Board of Trustees with written notice of its intention to terminate the arrangement prior to the expiration of its then current term.

In addition, each Fund has agreed, during the three year period following any waiver or reimbursement by the Adviser, to repay such amount to the extent, after giving effect to the repayment, such adjusted Total Annual Fund Operating Expenses would not exceed the amount listed in the respective Fee Table.

 

 

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A discussion regarding the basis for the Board of Trustees approval of the investment advisory agreements is available in the Funds’ annual report to shareholders for the period ended December 31, 2011.

 

See “Management” in the SAI for further information about the Funds’ investment advisory arrangements.

 

THE PORTFOLIO MANAGERS

 

Sam Arnold, CFA – Director and Portfolio Manager.   Mr. Arnold is a Portfolio Manager for the Adviser’s global infrastructure securities business.  Mr. Arnold is responsible for coverage of the North American infrastructure market as well as the development and growth of the Adviser’s listed infrastructure strategies.  Mr. Arnold has 15 years of infrastructure investment experience, including sell-side research and analysis in the U.S. pipeline sector at Credit Suisse.  Additionally, Mr. Arnold was previously an analyst for a long/short energy infrastructure fund at a Chicago-based multi-strategy hedge fund.  Trained as an engineer, Mr. Arnold began his career with Exxon USA, where he spent six years focusing on the design, construction, and operation of energy infrastructure assets.  Mr. Arnold holds the Chartered Financial Analyst designation and has an MBA from Tulane University and a BS with honors in Civil Engineering from the University of Illinois.  He has served as Co-Portfolio Manager of the Infrastructure Fund since 2013.

Jason S. Baine – Managing Director and Portfolio Manager.   Mr. Baine is a Portfolio Manager across the Adviser’s U.S. and Global REIT strategies.  He oversees and contributes to the portfolio construction process, including execution of buy/sell decisions.  Mr. Baine joined the Adviser in September 2001.  He has over 17 years of investment management experience in the real estate securities area, including portfolio management for institutional accounts.  Mr. Baine is a member of the National Association of Real Estate Investment Trusts (NAREIT) and has a Bachelor of Arts degree from Georgetown University where he majored in Government and minored in Economics.  He has served as Co-Portfolio Manager of the Real Estate Fund since its inception.

Richard M. Cryan – Managing Director and Portfolio Manager.   Mr. Cryan is responsible for the Adviser’s High Yield exposures, the establishment of portfolio objectives and strategies.  Mr. Cryan has 34 years of investment experience.  Mr. Cryan received a Bachelor of Science degree in Business from the University of Colorado and an MBA from Columbia University.  He has served as Co-Portfolio Manager of the Global High Yield and High Yield Funds since their inception.

 

Dana E. Erikson, CFA – Managing Director and Portfolio Manager.   Mr. Erikson is Head of the Global High Yield Team, is responsible for corporate high yield exposures and the establishment of portfolio objectives and strategies.  Mr. Erikson has 27 years of investment experience.  Prior to joining the firm, he was with Evergreen Investments or one of its predecessor firms since 1996.  He was senior portfolio manager and the Head of the High Yield team.  Prior to that, he was Head of High Yield Research.  Mr. Erikson received a Bachelor of Arts in Economics from Brown University and an MBA, with honors, from Northeastern University and holds the Chartered Financial Analyst designation.  Mr. Erikson is a member of the Boston Security Analysts Society.  He has served as Co-Portfolio Manager of the Global High Yield and High Yield Funds since their inception.

 

Bernhard Krieg, CFA – Managing Director and Portfolio Manager.   Mr. Krieg is a Portfolio Manager across the Adviser’s U.S. and Global REIT strategies.  He oversees and contributes to the portfolio construction process, including execution of buy/sell decisions.  He joined the Adviser in April 2006, and has 15 years of industry experience.  Mr. Krieg received a Master’s degree in Land Economics and Real Estate from Texas A&M University and his undergraduate equivalent in Business Administration and Civil Engineering from the Technical University in Dresden, Germany.  He also holds the Chartered Financial Analyst designation.  Mr. Krieg has served as Co-Portfolio Manager of the Real Estate Fund since its inception.

 

 

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Craig Noble, CFA – Co-Chief Investment Officer and Managing Director.   Mr. Noble is Managing Director and Co-Chief Investment Officer of Brookfield Investment Management as well as Portfolio Manager for the Adviser’s global infrastructure securities business.  Based in Chicago, Mr. Noble oversees all aspects of portfolio management and business development related to the firm’s public equity and credit securities investment strategies. Additionally, Mr. Noble maintains responsibility for performance and growth of the firm’s global infrastructure securities business, which he has led since its inception in 2008. Mr. Noble joined Brookfield in 2004 and has more than 15 years of investment experience, including several years with Brookfield’s long-short credit opportunity fund as well as several years of direct infrastructure investment activity with Brookfield’s private equity infrastructure business. Prior to this, Mr. Noble spent five years with the Bank of Montreal, focused on credit analysis, corporate lending and corporate finance. Mr. Noble holds the Chartered Financial Analyst designation and has a Masters degree from York University’s Schulich School of Business and a Commerce degree from Mount Allison University.  He has served as Portfolio Manager of the Infrastructure Fund since its inception.

 

Curt Schibli, CFA – Managing Director and Portfolio Manager.   Mr. Schibli heads the European corporate high yield team.  Mr. Schibli has managed, since inception, the Brookfield High Yield Europe Plus Fund (formerly the PALLMALL High Yield Europe Plus Fund) overseeing the Adviser’s European high yield investment strategy and co-managing the Brookfield Global High Yield Fund.  He brings 26 years of finance and investment experience in Continental Europe, UK and US to his role.  Mr. Schibli holds a Bachelor of Arts degree from Boston University and the Chartered Financial Analyst designation.  He has served as Co-Portfolio Manager of the Global High Yield Fund since its inception.

 

Mark Shipley, CFA – Managing Director and Portfolio Manager .  Mr. Shipley is a Managing Director and a Portfolio Manager on the Adviser’s High Yield team.  Mr. Shipley has 24 years of investment experience.  He is responsible for the implementation of Brookfield Investment Management’s corporate high yield portfolio objectives and strategies, managing the credit research process and company research.  Mr. Shipley received a Bachelor of Arts degree in Finance from Northeastern University and holds the Chartered Financial Analyst designation.  Mr. Shipley is a member of the Boston Security Analysts Society.   He has served as Co-Portfolio Manager of the High Yield Fund since its inception.

 

As portfolio managers, Messrs. Arnold, Baine, Cryan, Erikson, Krieg, Noble, Schibli, and Shipley are primarily responsible for the day to day investment decisions for the respective Funds.

 

The Funds’ SAI provides additional information about the portfolio managers’ compensation, other accounts they manage, and their ownership of securities in the Funds.

SIMILARLY MANAGED ACCOUNT PERFORMANCE

 

As of the date of this Prospectus, the Funds have limited or no investment operations. The Adviser has previously managed discretionary accounts with substantially similar objectives, strategies and policies as it uses to manage the Funds’ assets.  The individuals responsible for the management of these accounts are the same individuals with the Adviser who are primarily responsible for the day-to-day management of each Fund.   You should not consider the past performance of the composites as indicative of the future performance of the Funds.

 

 

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The following tables set forth performance data relating to the historical performance of similarly managed accounts which represent a composite of the accounts and funds managed by the Adviser for the periods indicated that have investment objectives, policies, strategies and risks substantially similar to those employed by the Adviser in the management of the Real Estate Fund, Infrastructure Fund and High Yield Fund.  The data is provided to illustrate the past performance of the Adviser in managing substantially similar accounts as measured against a broad-based market index and does not represent the performance of the Funds.  The discretionary accounts for which results are reported are not subject to the same types of expenses to which each Fund is subject nor to the diversification requirements, specific tax restrictions and investment limitations imposed on each Fund by the Investment Company Act of 1940, as amended, or Subchapter M of the Code.  Consequently, the performance results for the composites could have been adversely affected if the composites had been regulated as investment companies under the federal securities laws.

The performance results are prepared in accordance with Global Investment Performance Standards (“GIPS ® ”).  The returns are unaudited and calculated by the Adviser on a total return basis and include gains or losses plus income and the reinvestment of all dividends and interest.  All returns reflect the deduction of the actual investment advisory fees charged, brokerage commissions and execution costs paid by the accounts, without provision for Federal or state income taxes.  Custodial fees, if any, were not included in the calculations. GIPS ® are ethical standards used by investment managers on a voluntary basis to create performance presentations that ensure fair representation and full disclosure of investment performance results.  GIPS ® was created by the CFA Institute, a global not-for-profit association of investment professionals.

The performance calculation methods used for separate account composites are different from the SEC performance standards applied to investment companies.  Investors should also be aware that the use of a methodology different from that used above to calculate performance could result in different performance data.

 

 

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The performance data shown below does not represent the performance results of the Funds, but rather represents the performance results of the composites.

Average Annual Total Returns for the Periods Ended December 31, 2012.

Global Real Estate Alpha Composite   (similar objectives, policies and strategies as the Real Estate Fund)

Period		Global Real Estate Alpha Composite Average Annual Total Returns (Net of all actual fees and expenses)		FTSE EPRA/NAREIT Developed Index (1)
1 Year		32.98	%	28.65	%
3 Year		15.30	%	13.42	%
Inception (12/31/2008)		24.21	%	19.17	%

Global Infrastructure Securities Composite (similar objectives, policies and strategies as the Infrastructure Fund)

 

Period		Global Infrastructure Securities Composite Average Annual Total Returns (Net of all actual fees and expenses)		Dow Jones Brookfield Global Infrastructure Composite Index (2)
1 Year		18.94	%	13.77	%
3 Year		19.78	%	14.66	%
Inception (12/31/2008)		26.02	%	20.43	%

North American High Yield Broad Market Composite (similar objectives, policies and strategies as the High Yield Fund)

Period		North American High Yield Broad Market Composite Average Annual Total Returns (Net of all actual fees and expenses)		BofA Merrill Lynch US High Yield Master II Index (3)
1 Year		14.00	%	15.58	%
3 Year		10.15	%	11.59	%
Inception (6/30/2009)		15.69	%	16.22	%

(1) The FTSE EPRA/NAREIT Developed Index is calculated by the FTSE Group.  Performance is calculated by price, total return and net total return and the Index is calculated daily.  Constituents must meet minimum market capitalization, liquidity requirements, and real estate activity requirements in order to be included within the Index.

( 2)   The Dow Jones Brookfield Global Infrastructure Composite Index is calculated and maintained by S&P Dow Jones Indexes and comprises infrastructure companies with at least 70% of its annual cash flows derived from owning and operating infrastructure assets, including Master Limited Partnerships (“MLPs”).

(3) The BofA Merrill Lynch US High Yield Master II Index tracks the performance of US dollar denominated below investment grade rated corporate debt publically issued in the US domestic market. To qualify for inclusion in the index, securities must have a below investment grade rating (based on an average of Moody ’ s, S&P, and Fitch) and an investment grade rated country of risk (based on an average of Moody ’ s, S&P, and Fitch foreign currency long term sovereign debt ratings).

 

 

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DISTRIBUTION OF FUND SHARES

 

DISTRIBUTOR

 

Quasar Distributors, LLC (the “Distributor” or “Quasar”), an affiliate of the Funds’ transfer agent, U.S. Bancorp Fund Services, LLC (the “Transfer Agent”), is located at 615 East Michigan Street, 4th floor, Milwaukee, Wisconsin 53202, and is the distributor for the shares of the Funds.  Quasar is a registered broker-dealer and a member of the Financial Industry Regulatory Authority (“FINRA”).  Shares of the Funds are offered on a continuous basis.

 

PAYMENTS TO FINANCIAL INTERMEDIARIES

 

Each Fund may pay service fees to intermediaries such as banks, broker-dealers, financial advisers or other financial institutions, including affiliates of the Adviser, for sub-administration, sub-transfer agency and other shareholder services associated with shareholders whose shares are held of record in omnibus, other group accounts or accounts traded through registered securities clearing agents.

 

The Adviser and its affiliates, out of their own resources, and without additional cost to a Fund or its shareholders, may provide additional cash payments or non-cash compensation to intermediaries who sell shares of the Fund.  These additional cash payments are generally made to intermediaries that provide shareholder servicing, marketing support and/or access to sales meetings, sales representatives and management representatives of the intermediary.  Cash compensation may also be paid to intermediaries for inclusion of the Fund on a sales list, including a preferred or select sales list, in other sales programs or as an expense reimbursement in cases where the intermediary provides shareholder services to the Fund’s shareholders.  The Adviser and its affiliates may also pay cash compensation in the form of finder’s fees that vary depending on the Fund and the dollar amount of the shares sold.

In addition, in certain cases, intermediaries, such as banks, broker-dealers, financial advisers or other financial institutions, may have agreements pursuant to which shares of the Funds owned by their clients are held of record on the books of the Funds in omnibus accounts maintained by each intermediary, and the intermediaries provide those Fund shareholders with sub-administration and sub-transfer agency services.  Pursuant to the Trust’s transfer agency agreement, the Trust pays the transfer agent a charge for each shareholder account.  As a result, the use of one omnibus account for multiple beneficial shareholders can create a cost savings to the Trust.  The Board of Trustees may, from time to time, authorize the Trust to pay a portion of the fees charged by these intermediaries to the extent of any transfer agency savings to the Trust as a result of the use of the omnibus account.  These payments compensate these intermediaries for the provision of sub-administration and sub-transfer agency services associated with their clients whose shares are held of record in this manner.

 

 

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SHAREHOLDER INFORMATION

 

DESCRIPTION OF SHARE CLASSES

 

	Class A Shares	Class C Shares	Class Y Shares
Front End Sales Load?	Yes.  The percentage declines as the amount invested increases.	No.	No.
Contingent Deferred Sales Charge?	No, except for shares redeemed within eighteen months after purchase as of an investment greater than $1 million if no front-end sales charge was paid at the time of purchase.	Yes, for shares redeemed within twelve months after purchase.	No.
Rule 12b-1 Fee	0.25%	1.00%	None.
Convertible to Another Class?	No.	No.	No.
Fund Expense Levels	Lower annual expenses than Class C Shares.  Higher annual expenses than Class Y Shares.	Higher annual expenses than Class A Shares, and Class Y Shares.	Lower annual expenses than Class A or Class C Shares.

Three classes of the Funds’ shares are offered in this Prospectus – Class A Shares, Class C Shares and Class Y Shares.  Class Y Shares are available only through certain “wrap,” retirement or other programs sponsored by certain financial intermediaries with whom the Funds and/or their distributor have entered into an agreement, as well as employees, officers, and trustees of the Trust, the Adviser and its affiliates and their immediate family members ( i.e., spouse, domestic partner, parents, grandparents, children, grandchildren and siblings (including step and in-law)) of any of the above.  Each Fund also offers Class I Shares through a separate Prospectus, which are available to foundations, endowments, institutions, and employee benefit plans that purchase at least $1 million worth of shares of the Funds.  A Fund may accept, in its sole discretion, investments in Class I Shares from purchasers not listed above or that do not meet the investment minimum requirement.

 

For information on a Fund’s expenses and investment minimums for each class of shares, please see the section of this Prospectus entitled “Summary.”  The table above summarizes the differences among the classes of shares.

 

●

A “front-end sales load”, or sales charge, is a fee charged at the time of purchase of shares.

 

●

A “contingent deferred sales charge” (“CDSC”) is a fee charged at the time of redemption.

 

 

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A “Rule 12b-1 fee” is a recurring annual fee for distributing shares and servicing shareholder accounts based on the Fund’s average daily net assets attributable to the particular class of shares.

 

If you...			then you should consider...
●	qualify for a reduced or waived front-end sales load		purchasing Class A Shares instead of Class C Shares
●	do not qualify for a reduced or waived front-end sales load and intend to hold your shares for only a few years		purchasing Class C Shares instead of Class A Shares
●	do not qualify for a reduced or waived front-end sales load and intend to hold your shares indefinitely		purchasing Class A Shares instead of Class C Shares
●	are eligible to purchase shares through certain “wrap” programs or similar programs sponsored by certain financial intermediaries with whom the Funds and/or their distributor have entered into an agreement		purchasing Class Y Shares

 

In selecting a class of shares of a Fund in which to invest, you should consider:

 

●

the length of time you plan to hold the shares;

 

●

the amount of sales charge and Rule 12b-1 fees, recognizing that your  share of 12b-1 fees as a percentage of your investment increases if the Fund’s assets increase in value and decreases if the Fund’s assets  decrease in value;

 

●

whether you qualify for a reduction or waiver of the Class A sales charge;

 

●

whether you qualify to purchase Class Y Shares through certain wrap, retirement or other programs sponsored by certain financial intermediaries with who the Funds and/or their distributor have entered into an agreement; and

 

●

whether you qualify to purchase Class I Shares (direct institutional purchases of $1 million or more, which are offered through a separate Prospectus).

 

The following sections include important information about sales charges and sales charge reductions and waivers available to investors in Class A Shares and describes information or records you may need to provide to the respective Fund or your broker in order to be eligible for sales charge reductions and waivers.

 

Information about sales charges and sales charge reductions and waivers to the various classes of each Fund’s Shares is also available free of charge and in a clear and prominent format on our website at www.brookfieldim.com (click on “Mutual Funds”).

 

 

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SHAREHOLDER ACCOUNT INFORMATION – INITIAL SALES CHARGES (CLASS A SHARES ONLY)

 

The sales charge is imposed on Class A Shares of a Fund at the time of purchase in accordance with the following schedule:

 

Amount of Investment			Sales Charge as % of the Offering Price 1			Sales Charge as % of Amount Invested				Reallowance to Broker-Dealers
Less than $50,000		4.75%			4.99%				4.75%
$50,000 but under $100,000		4.25%			4.44%				4.25%
$100,000 but under $250,000		3.50%			3.63%				3.50%
$250,000 but under $500,000		2.50%			2.56%				2.50%
$500,000 but under $1 million		2.00%			2.04%				2.00%
$1 million or more 2		None			None				None

 

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1       Includes front-end sales load.

2       No sales charge is payable at the time of purchase on investments of $1 million or more, although for such investments each Fund will impose a CDSC of 1.00% on certain redemptions made within 18 months of the purchase. If imposed, the CDSC is based on the original cost of the shares being redeemed.

No sales charge is imposed on reinvestment of distributions selected in advance of the distributions.

 

BREAKPOINTS OR VOLUME DISCOUNTS – (CLASS A SHARES ONLY)

Each Fund offers you the benefit of discounts on the sales charges that apply to purchases of Class A Shares in certain circumstances.  These discounts, which are also known as breakpoints, can reduce or, in some instances, eliminate the initial sales charges that would otherwise apply to your investment in Class A Shares.  Mutual funds are not required to offer breakpoints and different mutual fund groups may offer different types of breakpoints.

 

Breakpoints or Volume Discounts allow larger investments in Class A Shares to be charged lower sales charges.  If you invest $50,000 or more in Class A Shares of a Fund, then you are eligible for a reduced sales charge.  Initial sales charges are eliminated completely for purchases of $1,000,000 or more, although a 1% CDSC will apply if shares are redeemed within eighteen months after purchase.

 

SALES CHARGE REDUCTIONS AND WAIVERS – (CLASS A SHARES ONLY)

Reduced sales charges are available to (1) investors who are eligible to combine their purchases of Class A Shares to receive Volume Discounts and (2) investors who sign a Letter of Intent (the “Letter”) agreeing to make purchases over time.  Certain types of investors are eligible for sales charge waivers.

 

You may qualify for a reduced sales charge, or a waiver of sales charges, on purchases of Class A Shares.  The requirements are described in the following paragraphs.  To receive a reduction that you qualify for, you may have to provide additional information to your broker or other service agent.  For more information about sales charge discounts and waivers, consult with your broker or other service provider.

 

Volume Discounts/Rights Of Accumulation .  In order to determine whether you qualify for a Volume Discount under the sales charge schedule above, you may combine your new investment and your existing investments in Class A Shares with those of your immediate family (spouse and children under age 21), your and their IRAs and other employee benefit plans and trusts and other fiduciary accounts for your and their benefit.  You may also include Class A Shares of any other open-end investment company managed by the Adviser or its affiliates that are held in any of the foregoing accounts.  The Fund uses the current net asset value (“NAV”) of these holdings when combining them with your new and existing investments for purposes of determining whether you qualify for a Volume Discount.

 

 

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Letter of Intent .  By signing a Letter of Intent (LOI) you can reduce your Class A sales charge.  Your individual purchases will be made at the applicable sales charge based on the amount you intend to invest over a 13-month period. The LOI will apply to all purchases of Class A Funds. Any shares purchased within 90 days of the date you sign the letter of intent may be used as credit toward completion, but the reduced sales charge will only apply to new purchases made on or after that date. Purchases resulting from the reinvestment of dividends and capital gains do not apply toward fulfillment of the LOI. Shares equal to 4.75% of the amount of the LOI will be held in escrow during the 13-month period. If, at the end of that time the total amount of purchases made is less than the amount intended, you will be required to pay the difference between the reduced sales charge and the sales charge applicable to the individual purchases had the LOI not been in effect. This amount will be obtained from redemption of the escrow shares. Any remaining escrow shares will be released to you.

 

Required Shareholder Information and Records .  In order for you to take advantage of sales charge reductions, you or your broker must notify the respective Fund that you qualify for a reduction.  Without notification, the Fund is unable to ensure that the reduction is applied to your account.  You may have to provide information or records to your broker or the Fund to verify eligibility for breakpoint privileges or other sales charge waivers.  This may include information or records, including account statements, regarding shares of the Fund or shares of any other open-end investment company managed by the Adviser or its affiliates held in:

 

●

all of your accounts at the Fund or a broker;

 

●

any Fund account of yours at another broker; and

 

●

Fund accounts of related parties of yours, such as members of the same family, at any broker.

 

You should therefore keep copies of these types of records.

 

Investors Eligible For Sales Charge Waivers .  Class A Shares of each Fund may be offered without a sales charge to:  (1) any other investment company in connection with the combination of such company with the Fund by merger, acquisition of assets, or otherwise; (2) shareholders who have redeemed shares in the Fund and who wish to reinvest in the Fund, provided the reinvestment is made within 45 days of the redemption; and (3) any unit investment trusts registered under the Investment Company Act of 1940, as amended, which have shares of the Fund as a principal investment; (4) persons investing in certain fee-based programs under which they pay advisory fees to a broker-dealer or other financial institution that has entered into an agreement with the Funds and/or their distributor; and (5) financial intermediaries who have entered into an agreement with the Funds and/or their distributor to offer shares to self-directed investment brokerage accounts that may or may not charge a transaction fee to its customers.

 

Investors who qualify under any of the categories described above should contact their brokerage firm.  Some of these investors may also qualify to invest in Class I Shares, which are offered through a separate Prospectus.

 

 

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SHAREHOLDER ACCOUNT INFORMATION – (CLASS C SHARES ONLY)

The Distributor pays sales commission of up to 1.00% of the purchase price of Class C Shares of a Fund at the time of sale to brokers who initiate and are responsible for purchases of such Class C Shares of the Fund.  As described more fully below under the section of this Prospectus entitled “Rule 12b-1 Plans,” you will also pay distribution and service fees of 1.00% each year under a distribution plan that the Funds have adopted for Class C Shares under Rule 12b-1.  Proceeds from the CDSC and the 1.00% distribution plan payments made in the first year after purchase are paid to the Distributor and are used in whole or in part by the Distributor to pay the Adviser for financing the 1.00% up-front commission to brokers who sell Class C Shares.

CONTINGENT DEFERRED SALES CHARGES – (CLASS A AND CLASS C SHARES ONLY)

You will pay a CDSC when you redeem:

 

●

Class A Shares within eighteen months of buying them as part of an investment greater than $1 million if no front-end sales charge was paid at the time of purchase; and

 

●

Class C Shares within twelve months of buying them.

 

The CDSC payable upon redemption of Class A Shares and Class C Shares in the circumstances described above is 1.00%.  Your CDSC will be based on the original cost of the shares being redeemed.

You will not pay not pay a CDSC to the extent that the value of the redeemed shares represents reinvestment of distributions or capital appreciation of shares redeemed.  When you redeem shares, we will assume that you are first redeeming shares representing reinvestment of distributions, then any appreciation on shares redeemed, and then any remaining shares held by you for the longest period of time.  We will calculate the holding period of shares acquired through an exchange of shares of another fund from the date you acquired the original shares of the other fund.  Certain financial intermediaries may have procedures which differ from those of the Funds with regards to calculation of the holding period of shares acquired through an exchange.  Investors should refer to their intermediary’s policies.

We will waive the CDSC payable upon redemptions of shares for:

 

●

redemptions and distributions from retirement plans made after the death or disability of a shareholder;

 

●

minimum required distributions made from an IRA or other retirement plan account after you reach age 70 1/2 ;

 

●

involuntary redemptions made by the Funds;

 

●

a distribution from a tax-deferred retirement plan after your retirement; and

 

●

returns of excess contributions to retirement plans following the shareholder’s death or disability.

 

RULE 12B-1 PLANS – (CLASS A AND CLASS C SHARES ONLY)

 

The Funds have adopted distribution plans under Rule 12b-1 (the “Plans”) for Class A and Class C Shares of each Fund (each, a “Plan”).  Under these Plans, a Fund may use its assets to finance activities relating to the sale of its Class A and Class C Shares and the provision of certain shareholder services.  To the extent that any activity is one that the Fund may finance without a distribution plan, the Fund may also make payments to compensate such activities outside the Plan and not be subject to its limitations.

 

 

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The Class A Plan authorizes payments by each Fund on an annual basis of 0.25% of its average daily net assets attributable to Class A Shares to finance distribution of its Class A Shares or pay shareholder service fees.  The Class C Plan authorizes payments on an annual basis of 0.75% of its average daily net assets attributable to Class C Shares to finance distribution of its Class C Shares and 0.25% for shareholder service fees.

 

Because the Rule 12b-1 fees are higher for Class C Shares than for Class A Shares, Class C Shares will have higher annual expenses.  Because Rule 12b-1 fees are paid out of a Fund’s assets on an on-going basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.  Due to the payment of Rule 12b-1 fees, long-term shareholders may indirectly pay more than the equivalent of the maximum permitted front-end sales charge.

 

PRICING OF FUND SHARES

 

The net asset value of each Fund is calculated as of the close of regular trading (generally, 4:00 p.m., Eastern time) on each day that the New York Stock Exchange (“NYSE”) is open for unrestricted business.  However, a Fund’s NAV may be calculated earlier if trading on the NYSE is restricted or as permitted by the SEC.  The NYSE is closed on weekends and most national holidays, including New Year’s Day, Martin Luther King, Jr. Day, Washington’s Birthday/Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.  The NAV will not be calculated on days when the NYSE is closed for trading.

Purchase and redemption requests are priced at the NAV per share next calculated plus any applicable sales charge after receipt of such requests.  The NAV is the value of the Fund’s securities, cash and other assets, minus all expenses and liabilities (assets – liabilities = NAV).  NAV per share is determined by dividing NAV by the number of shares outstanding (NAV/ # of shares = NAV per share).  The NAV takes into account the expenses and fees of the Fund, including management and administration fees, which are accrued daily.

In calculating the NAV, portfolio securities are valued using current market values or official closing prices, if available.  Market values represent the prices at which securities actually trade or evaluations based on the judgment of the Fund’s outside pricing services.  Each security owned by the Fund that is listed on a securities exchange is valued at its last sale price on that exchange on the date as of which assets are valued.  Where the security is listed on more than one exchange, the Fund will use the price of the exchange that the Fund generally considers to be the principal exchange on which the security is traded.

When market quotations are not readily available, a security or other asset is valued at its fair value as determined under procedures approved by the Board of Trustees (the “Board”) of Brookfield Investment Funds (the “Trust”).  These fair value procedures will also be used to price a security when corporate events, events in the securities market and/or world events cause the Adviser to believe that a security’s last sale price may not reflect its actual market value.  Other types of securities that the Fund may hold for which fair value pricing might be required include, but are not limited to: (a) investments which are not frequently traded and/or the market price of which the Adviser believes may be stale; (b) illiquid securities, including “restricted” securities and private placements for which there is no public market; (c) securities of an issuer that has entered into a restructuring; (d) securities whose trading has been halted or suspended; and (e) fixed income securities that have gone into default and for which there is not a current market value quotation.  The intended effect of using fair value pricing procedures is to ensure that the Fund is accurately priced.  The Board will regularly evaluate whether the Funds’ fair valuation pricing procedures continue to be appropriate in light of the specific circumstances of the Funds and the quality of prices obtained.

 

 

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Trading in Foreign Securities.    In the case of foreign securities, the occurrence of certain events after the close of foreign markets, but prior to the time a Fund’s NAV per share is calculated (such as a significant surge or decline in the United States or other markets) often will result in an adjustment to the trading prices of foreign securities when foreign markets open on the following business day.  If such events occur, the Fund will value foreign securities at fair value, taking into account such events, in calculating the NAV per share.  In such cases, use of fair valuation can reduce an investor’s ability to seek to profit by estimating the Fund’s NAV per share in advance of the time the NAV per share is calculated.  The Adviser anticipates that the Fund’s portfolio holdings will be fair valued when market quotations for those holdings are considered unreliable.

PURCHASE OF FUND SHARES

 

You may purchase shares of the Funds by check, by wire transfer, via electronic funds transfer through the Automated Clearing House (“ACH”) network or through a bank or through one or more brokers authorized by the Fund to receive purchase orders.  Please use the appropriate account application when purchasing by mail or wire.  If you have any questions or need further information about how to purchase shares of a Fund, you may call a customer service representative of the Fund toll-free at 1-855-244-4859.  Each Fund reserves the right to reject any purchase order.  For example, a purchase order may be refused if, in the Adviser’s opinion, it is so large that it would disrupt the management of the Fund.  Orders may also be rejected from persons believed by the Fund to be “market timers.”

All checks must be in U.S. dollars drawn on a domestic U.S. bank.  The Funds will not accept payment in cash or money orders.  The Funds also do not accept cashier’s checks in amounts of less than $10,000.  Also, to prevent check fraud, the Funds will not accept third party checks, U.S. Treasury checks, credit card checks, traveler’s checks or starter checks for the purchase of shares.  The Funds are unable to accept post-dated checks, post-dated on-line bill pay checks, or any conditional order or payment.

To buy shares of a Fund, complete an account application and send it together with your check for the amount you wish to invest in the Fund to the address below.  To make additional investments once you have opened your account, write your account number on the check and send it together with the most recent confirmation statement received from the Transfer Agent.  If your payment is returned for any reason, your purchase will be canceled and a $25 fee will be assessed against your account by the Transfer Agent.  You may also be responsible for any loss sustained by the Fund.

In addition to cash purchases, Fund shares may be purchased by tendering payment in-kind in the form of shares of stock, bonds or other securities.  Any securities used to buy Fund shares must be readily marketable, their acquisition consistent with the respective Fund’s investment objective and otherwise acceptable to the Adviser and the Board.  For further information, you may call a customer service representative of the Fund toll-free at 1-855-244-4859.

In compliance with the USA PATRIOT Act of 2001, please note that the Transfer Agent will verify certain information on your account application as part of the Trust’s Anti-Money Laundering Program. As requested on the account application, you should supply your full name, date of birth, social security number and permanent street address.  Mailing addresses containing only a P. O. Box will not be accepted.  Please contact the Transfer Agent at 1-855-244-4859 if you need additional assistance when completing your account application.

 

 

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If the Transfer Agent does not have a reasonable belief of the identity of an investor, the account application will be rejected or the investor will not be allowed to perform a transaction on the account until such information is received.  The Fund may also reserve the right to close the account within five business days if clarifying information/documentation is not received.

Shares of the Funds have not been registered for sale outside of the United States.  The Adviser generally does not sell shares to investors residing outside of the United States, even if they are United States citizens or lawful permanent residents, except to investors with United States military APO or FPO addresses.

Your mutual fund account may be transferred to your state of residence if no activity occurs within your account during the “ inactivity period ” specified in your State ’ s abandoned property laws.

Purchasing Shares by Mail.   Please complete the account application and mail it with your check, payable to the [Name of Fund], to the Transfer Agent at the following address:

Brookfield Investment Funds

c/o U.S. Bancorp Fund Services, LLC

P.O. Box 701

Milwaukee, Wisconsin 53201-0701

You may not send account application via overnight delivery to a United States Postal Service Post office Box. The Funds do not consider the U.S. Postal Service or other independent delivery services to be their agents. Therefore, a deposit in the mail or with such services, or receipt at U. S. Bancorp Fund Services, LLC’s post office box, of purchase orders or redemption requests does not constitute receipt by the Transfer Agent.   

 

Brookfield Investment Funds

c/o U.S. Bancorp Fund Services, LLC

615 East Michigan Street, 3rd Floor

Milwaukee, Wisconsin 53202

Purchasing Shares by Telephone.   If you accepted telephone transaction privileges (either by completing the required portion of your account application or by subsequent arrangement in writing with the Fund), and your account has been open for 15 days, you may purchase additional shares by calling toll-free at 1-855-244-4859.  You may not make your initial purchase of Fund shares by telephone.  Telephone orders will be accepted via electronic funds transfer from your pre-designated bank account through the ACH network.  You must have banking information established on your account prior to making a telephone purchase.  Only bank accounts held at domestic institutions that are ACH members may be used for telephone transactions.  If your order is received prior to 4:00 p.m., Eastern time, shares will be purchased at the applicable price next calculated.  For security reasons, requests by telephone may be recorded.  Once a telephone transaction has been placed, it cannot be cancelled or modified.

 

 

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Purchasing Shares by Wire .  If you are making your initial investment in a Fund, before wiring funds, the Transfer Agent must have a completed account application.  You can mail or overnight deliver your account application to the Transfer Agent at the above address.  Upon receipt of your completed account application, the Transfer Agent will establish an account on your behalf.  Once your account is established, you may instruct your bank to send the wire.  Your bank must include the name of the Fund, your name and your account number so that monies can be correctly applied.  Your bank should transmit immediately available funds by wire to:

U.S. Bank National Association

777 East Wisconsin Avenue

Milwaukee, Wisconsin 53202

ABA #075000022

Credit: U.S. Bancorp Fund Services, LLC

A/C#112-952-137

FFC:   Brookfield Investment Funds

Shareholder Registration

Shareholder Account Number

If you are making a subsequent purchase, your bank should wire funds as indicated above.  Before each wire purchase, you should be sure to notify the Transfer Agent.   It is essential that your bank include complete information about your account in all wire transactions.   If you have questions about how to invest by wire, you may call the Transfer Agent at 1-855-244-4859.  Your bank may charge you a fee for sending a wire payment to the Fund.

Wired funds must be received prior to 4:00 p.m. Eastern time to be eligible for same day pricing.  Neither the Funds nor U.S. Bank N.A. are responsible for the consequences of delays resulting from the banking or federal Reserve wire system or from incomplete wiring instructions.

Automatic Investment Plan.   Once your account has been opened with the initial minimum investment, you may make additional purchases of shares at regular intervals through the Automatic Investment Plan (“AIP”).  The AIP provides a convenient method to have monies deducted from your bank account, for investment into a Fund, on a monthly or quarterly basis.  In order to participate in the AIP, each purchase must be in the amount of $100 or more, and your financial institution must be a member of the ACH network.  If your bank rejects your payment, the Transfer Agent will charge a $25 fee to your account.  To begin participating in the AIP, please complete the Automatic Investment Plan section on the account application or call the Transfer Agent at 1-855-244-4859 for additional information.  Any request to change or terminate your AIP should be submitted to the Transfer Agent at least five business days prior to the automatic investment date.

Retirement Accounts .  The Funds offer prototype documents for a variety of retirement accounts for individuals and small businesses.  Please call 1-855-244-4859 for information on:

●	Individual Retirement Plans, including Traditional IRAs and Roth IRAs.
●	Small Business Retirement Plans, including Simple IRAs and SEP IRAs.

There may be special distribution requirements for a retirement account, such as required distributions or mandatory Federal income tax withholdings.  For more information, call the number listed above.  You may be charged a $15 annual account maintenance fee for each retirement account up to a maximum of $30 annually and a $25 fee for transferring assets to another custodian or for closing a retirement account.  Fees charged by institutions may vary.

 

 

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Purchasing and Selling Shares through a Broker .  You may buy and sell shares of each Fund through certain brokers and financial intermediaries (and their agents) (collectively, “Brokers”) that have made arrangements with the Funds to sell their shares.  When you place your order with such a Broker, your order is treated as if you had placed it directly with the Transfer Agent, and you will pay or receive the next price calculated by the Fund.  The Broker holds your shares in an omnibus account in the Broker’s name, and the Broker maintains your individual ownership records.  The Fund or the Adviser may pay the Broker for maintaining these records as well as providing other shareholder services.  The Broker may charge you a fee for handling your order.  The Broker is responsible for processing your order correctly and promptly, keeping you advised regarding the status of your individual account, confirming your transactions and ensuring that you receive copies of the Fund’s Prospectus.

Purchases In Kind .    You may, subject to the approval of a Fund, purchase shares of that Fund with securities that are eligible for purchase by the Fund (consistent with the Fund’s investment restrictions, policies, and objectives) and that have a value that is readily ascertainable in accordance with the Fund’s valuation policies.  To ascertain whether your securities will qualify to be accepted as a purchase in kind for a Fund, please contact the Transfer Agent at 1-855-244-4859.  If accepted, the securities will be valued using the same criteria and methods for valuing securities to compute a Fund’s net asset value.

REDEMPTION OF FUND SHARES

 

You may sell (redeem) your Fund shares on any day the Fund and the NYSE are open for business either directly to the Fund or through your financial intermediary.

In Writing .  You may redeem your shares by simply sending a written request to the Transfer Agent.  You should provide your account number and state whether you want all or some of your shares redeemed.  The letter should be signed by all of the shareholders whose names appear on the account registration and include a signature guarantee(s), if necessary.  You should send your redemption request to:

Regular Mail	Overnight Express Mail
Brookfield Investment Funds	Brookfield Investment Funds
c/o U.S. Bancorp Fund Services, LLC	c/o U.S. Bancorp Fund Services, LLC
P.O. Box 701	615 East Michigan Street, 3rd Floor
Milwaukee, Wisconsin 53201-0701	Milwaukee, Wisconsin 53202

NOTE:

The Funds do not consider the U.S. Postal Service or other independent delivery services to be its agents.  Therefore, a deposit in the mail or with such services, or receipt at U.S. Bancorp Fund Services, LLC’s post office box, of purchase orders or redemption requests does not constitute receipt by the Transfer Agent.

By Telephone .  If you accepted telephone options on the account application, you may redeem all or some of your shares, up to $50,000, by calling the Transfer Agent at 1-855-244-4859 before the close of trading on the NYSE.  This is normally 4:00 p.m., Eastern time.  Redemption proceeds can be sent by check to the address of record or via ACH to a previously established bank account.  If you request, redemption proceeds will be wired on the next business day to the bank account you designated on the account application.  The minimum amount that may be wired is $1,000.  A wire fee of $15 will be deducted from your redemption proceeds for complete and share certain redemptions.  In the case of a partial redemption, the fee will be deducted from the remaining account balance.  Telephone redemptions cannot be made if you notified the Transfer Agent of a change of address within 15 calendar days before the redemption request.  If you have a retirement account, you may not redeem your shares by telephone.

 

 

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You may request telephone redemption privileges after your account is opened by calling the Transfer Agent at 1-855-244-4859 for instructions.

You may encounter higher than usual call wait times during periods of high market activity.  Please allow sufficient time to ensure that you will be able to complete your telephone transaction prior to market close.  If you are unable to contact the Fund by telephone, you may mail your redemption request in writing to the address noted above.  Once a telephone transaction has been accepted, it may not be canceled or modified.

Payment of Redemption Proceeds .  Payment of your redemption proceeds will be made promptly, but not later than seven days after the receipt of your written request in good order.  If you did not purchase your shares with a wire payment, the Fund may delay payment of your redemption proceeds for up to 15 calendar days from purchase or until your check has cleared, whichever occurs first.

Shareholders who have an IRA or other retirement plan must indicate on their redemption request whether or not to withhold federal income tax. Redemption requests failing to indicate an election not to have tax withheld will generally be subject to 10% withholding.

Systematic Withdrawal Plan .  As another convenience, you may redeem your shares through the Systematic Withdrawal Plan (“SWP”).  Under the SWP, shareholders or their financial intermediaries may request that a payment drawn in a predetermined amount be sent to them on a monthly, quarterly or annual basis.  In order to participate in the SWP, your account balance must be at least $5,000 and each withdrawal amount must be for a minimum of $100.  If you elect this method of redemption, the Fund will send a check directly to your address of record or will send the payment directly to your bank account via electronic funds transfer through the ACH network.  For payment through the ACH network, your bank must be an ACH member and your bank account information must be previously established on your account.  The SWP may be terminated at any time by the Funds.  You may also elect to terminate your participation in the SWP by communicating in writing or by telephone to the Transfer Agent no later than five days before the next scheduled withdrawal at the addresses shown above or at 1-855-244-4859.

A withdrawal under the SWP involves a redemption of shares and may result in a gain or loss for federal income tax purposes.  In addition, if the amount withdrawn exceeds the dividends credited to your account, the account ultimately may be depleted.  To establish a SWP, an investor must complete the appropriate sections of the account application.  For additional information on the SWP, please call the Transfer Agent at 1-855-244-4859.

Redemption “In-Kind.”   Each Fund reserves the right to pay redemption proceeds to you in whole or in part by a distribution of securities from the Fund’s portfolio (a “redemption in-kind”).  It is not expected that the Fund would do so except during unusual market conditions.  If the Fund pays your redemption proceeds by a distribution of securities, you could incur brokerage or other charges in converting the securities to cash and will bear any market risks associated with such securities until they are converted into cash.  In-kind redemptions are taxable events.

Signature Guarantees .  Signature guarantees will generally be accepted from domestic banks, brokers, dealers, credit unions, national securities exchanges, registered securities associations, clearing agencies and savings associations, as well as from participants in the New York Stock Exchange Medallion Signature Program and the Securities Transfer Agents Medallion Program.   A notary public is not an acceptable signature guarantor.

 

 

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A signature guarantee is required to redeem shares in the following situations:

●	When ownership is being changed on your account;
●	When redemption proceeds are payable or sent to any person, address or bank account not on record;

●	Written requests to wire redemption proceeds (if not previously authorized on the account);
●	If a change of address was received by the Transfer Agent within the last 15 days; and

●	For all redemptions in excess of $50,000 from any shareholder account.

Non-financial transactions, including establishing or modifying certain services on an account, may require a signature guarantee, signature verification from a Signature Validation Program member, or other acceptable form of authentication from a financial institution source.

 

In addition to the situations described above, a Fund and/or the Transfer Agent may require a signature guarantee or signature validation program stamp in other instances based on the facts and circumstances.

Other Information about Redemptions .  The Fund may redeem the shares in your account if the value of your account is less than $500 as a result of redemptions you have made.  This does not apply to retirement plan accounts.  You will be notified that the value of your account is less than $500 before the Fund makes an involuntary redemption.  You will then have 30 days in which to make an additional investment to bring the value of your account to at least $500 before the Fund takes any action.

EXCHANGE OF SHARES

 

You can exchange shares of each Fund you hold for shares of the same class of any other Fund in the Trust, based on their relative NAVs.  Class C Shares will continue to age from the date of the original purchase of such shares and will assume the CDSC rate such shares had at the time of exchange.

 

In effecting an exchange:

 

●

you must meet the minimum investment requirements for the Fund whose shares you wish to purchase through exchange;

 

●

if you are exchanging from a Fund with a redemption fee applicable to the redemption involved in your exchange, you must pay the redemption  fee at the time of exchange;

 

●

you will realize a taxable gain or loss;

 

●

you should be aware that brokers may charge a fee for handling an exchange for you.

 

 

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You may exchange your shares directly through the Distributor, through the Transfer Agent, through a registered broker-dealer, or through your financial intermediary.

 

●

Exchange By Telephone .  You may give exchange instructions by telephone by calling 1-855-244-4859.

 

●

Exchange By Mail .  You may send a written request for exchanges to the following address:

 

Brookfield Investment Funds

c/o U.S. Bancorp Fund Services, LLC

615 East Michigan Street, 3rd Floor

Milwaukee, Wisconsin 53202

Your letter should state your name, your account number, the dollar amount or number of shares you wish to exchange, the name and class of the Fund(s) whose shares you wish to exchange, and the name of the Fund(s) whose shares you wish to acquire.

 

The Fund may modify or terminate the exchange privilege at any time.  You will be given notice 60 days prior to any material change to the exchange privilege.

 

Your broker may charge you a processing fee for assisting you in purchasing or redeeming shares of the Fund.  This charge is set by your broker and does not benefit the Fund or the Adviser in any way.  It is in addition to the sales charges and other costs, if any, described in this Prospectus and must be disclosed to you by your broker.

 

FUND MAILINGS

 

Statements and reports that the Funds send to you include the following:

●	Confirmation statements (after every transaction that affects your account balance or your account registration);

●	Annual and Semi-Annual shareholder reports (every six months); and

●	Quarterly account statements.

HOUSEHOLDING

 

 In an effort to decrease costs, the Transfer Agent intends to reduce the number of duplicate prospectuses, annual and semi-annual reports, proxy statements and other regulatory documents you receive by sending only one copy of each to those addresses shared by two or more accounts and to shareholders the Transfer Agent reasonably believes are from the same family or household.  Once implemented, if you would like to discontinue householding for your accounts, please call toll-free at 1-855-244-4859 to request individual copies of these documents.  Once the Transfer Agent receives notice to stop householding, the Transfer Agent will begin sending individual copies thirty days after receiving your request.  This policy does not apply to account statements.

 

 

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DIVIDENDS AND DISTRIBUTIONS

 

The Funds will make distributions of dividends and capital gains, if any, at least annually, typically in December.  Each Fund may make an additional payment of dividends or distributions of capital gains if it deems it desirable at any other time of the year.

All distributions will be reinvested in Fund shares unless you choose one of the following options: (1) receive dividends in cash while reinvesting capital gain distributions in additional Fund shares; (2) reinvest dividends in additional Fund shares and receive capital gains in cash; or (3) receive all distributions in cash.  Reinvestment of distributions does not avoid or defer taxable income to you.

If you elect to receive distributions in cash and the U.S. Postal Service cannot deliver the check, or if a check remains outstanding for six months, each Fund reserves the right to reinvest the distribution check in your account, at the respective Fund’s current NAV per share, and to reinvest all subsequent distributions.  If you wish to change your distribution option, notify the Transfer Agent in writing or by telephone in advance of the payment date for the distribution.

Any dividend or capital gain distribution paid by a Fund has the effect of reducing the NAV per share on the ex-dividend date by the amount of the dividend or capital gain distribution.  You should note that a dividend or capital gain distribution paid on shares purchased shortly before that dividend or capital gain distribution was declared will be subject to income taxes even though the dividend or capital gain distribution represents, in substance, a partial return of capital to you.

TOOLS TO COMBAT FREQUENT TRANSACTIONS

 

The Board has adopted policies and procedures to prevent frequent transactions in the Funds.  Each Fund discourages excessive, short-term trading and other abusive trading practices that may disrupt portfolio management strategies and harm a Fund’s performance.  The Funds take steps to reduce the frequency and effect of these activities in each Fund.  These steps include monitoring trading activity and using fair value pricing.  Although these efforts (which are described in more detail below) are designed to discourage abusive trading practices, these tools cannot eliminate the possibility that such activity may occur.  Further, while the Funds make efforts to identify and restrict frequent trading, each Fund receives purchase and sale orders through financial intermediaries and cannot always know or detect frequent trading that may be facilitated by the use of intermediaries or the use of group or omnibus accounts by those intermediaries.  Each Fund seeks to exercise its judgment in implementing these tools to the best of its abilities in a manner that the Fund believes is consistent with shareholder interests.

In particular, in order to discourage frequent short-term trading in Fund shares, the Funds’ Board has adopted policies and procedures which impose a 2.00% redemption fee (short-term trading fee) on Class A, Class C, and Class Y Shares of each Fund that are redeemed or exchanged within 60 days or less after the date of a purchase.  This fee is calculated based on the share’s aggregate NAV on the date of redemption and deducted from the redemption proceeds.  The redemption fee is not a sales charge; it is retained by the respective Fund and does not benefit the Fund’s Adviser or any other third party.  For purposes of computing the redemption fee, shares will be redeemed in reverse order of purchase (the latest shares acquired will be redeemed first).  Redemptions to which the fee applies include redemption of shares resulting from an exchange made pursuant to the Fund’s exchange privilege.  The redemption fee will not apply to redemptions of shares where (i) the shares were purchased through automatic reinvestment of dividends or other distributions, (ii) the redemption is initiated by the Fund, (iii) the shares were purchased through programs that collect the redemption fees at the program level and remit them to the Fund, or (iv) the shares were purchased through programs that the Adviser determines to have appropriate anti-short-term trading policies in place or as to which the Adviser has received assurances that effective anti-short-term trading policies and procedures are in place.  While the Funds have entered into information sharing agreements with financial intermediaries which contractually require such financial intermediaries to provide the Funds with information relating to its customers investing in each Fund through non-disclosed or omnibus accounts, the Funds cannot guarantee the accuracy of the information provided to it from financial intermediaries and may not always be able to track short-term trading effected through these financial intermediaries.  In addition, because the Funds are required to rely on information provided by the financial intermediary as to the applicable redemption fee, the Funds cannot guarantee that the financial intermediary is always imposing such fee on the underlying shareholder in accordance with the Funds’ policies.  Subject to the exclusions discussed above, the Funds seek to apply these policies uniformly.

 

 

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Certain financial intermediaries may have procedures which differ from those of the Funds to collect the redemption fees or that prevent or restrict frequent trading.  Investors should refer to their intermediary’s policies on frequent trading restrictions.

 

Monitoring Trading Practices.   Each Fund monitors selected trades in an effort to detect excessive short-term trading activities.  If, as a result of this monitoring, a Fund believes that a shareholder has engaged in excessive short-term trading, it may, in its discretion, ask the shareholder to stop such activities or refuse to process purchases in the shareholder’s accounts.  In making such judgments, the Fund seeks to act in a manner that it believes is consistent with the best interests of shareholders.  Due to the complexity and subjectivity involved in identifying abusive trading activity and the volume of shareholder transactions the Fund handles, there can be no assurance that the Fund’s efforts will identify all trades or trading practices that may be considered abusive.  In addition, the Fund’s ability to monitor trades that are placed by individual shareholders within group or omnibus accounts maintained by financial intermediaries is limited because the Fund does not have simultaneous access to the underlying shareholder account information.

In compliance with Rule 22c-2 of the Investment Company Act of 1940, as amended, the Funds’ Distributor, on behalf of the Funds, has entered into written agreements with each of the Funds’ financial intermediaries, under which the intermediary must, upon request, provide the Funds with certain shareholder and identity trading information so that each Fund can enforce its market timing policies.

Fair Value Pricing.   Each Fund employs fair value pricing selectively to ensure greater accuracy in its daily NAV and to prevent dilution by frequent traders or market timers who seek to take advantage of temporary market anomalies.  The Board has developed procedures which utilize fair value pricing when reliable market quotations are not readily available or a Fund’s pricing service does not provide a valuation (or provides a valuation that in the judgment of the Adviser to the Fund does not represent the security’s fair value), or when, in the judgment of the Adviser, events have rendered the market value unreliable.  Valuing securities at fair value involves reliance on judgment.  Fair value determinations are made in good faith in accordance with procedures adopted by the Board and are reviewed annually by the Board.  There can be no assurance that the Fund will obtain the fair value assigned to a security if it were to sell the security at approximately the time at which the Fund determines its NAV per share.

Fair value pricing may be applied to non-U.S. securities.  The trading hours for most non-U.S. securities end prior to the close of the NYSE, the time that the Fund’s NAV is calculated.  The occurrence of certain events after the close of non-U.S. markets, but prior to the close of the NYSE (such as a significant surge or decline in the U.S. market) often will result in an adjustment to the trading prices of non-U.S. securities when non-U.S. markets open on the following business day.  If such events occur, the Fund may value non-U.S. securities at fair value, taking into account such events, when it calculates its NAV.  

 

 

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More detailed information regarding fair value pricing can be found under the heading titled, “Pricing of Fund Shares.”

TAX CONSEQUENCES

 

Each Fund has elected and intends to continue to qualify to be taxed as a regulated investment company under Subchapter M of the Code.  As a regulated investment company, the Fund will not be subject to federal income tax if it distributes its income as required by the tax law and satisfies certain other requirements that are described in the SAI.

Each Fund typically makes distributions of dividends and capital gains.  Dividends are taxable to you as ordinary income or, as qualified dividend income, depending on the source of such income to the distributing Fund and the holding period of the Fund for its dividend-paying securities and of you for your Fund shares.  The rate you pay on capital gain distributions will depend on how long the Fund held the securities that generated the gains, not on how long you owned your Fund shares.  You will be taxed in the same manner whether you receive your dividends and capital gain distributions in cash or reinvest them in additional Fund shares.  Qualified dividend income, the amount of which will be reported to you by the Fund, is currently taxed at a maximum rate of 20% and is dependent on the sources of income earned by each Fund.  Funds that invest primarily in REITs and investments that produce interest income generate little, if any, income that is eligible for the preferential federal tax rates applicable to qualified dividends.   Although distributions are generally taxable when received, certain distributions declared in October, November, or December to shareholders of record on a specified date in such a month but paid in January are taxable as if received the prior December.

By law, the Fund must withhold as backup withholding a percentage (currently 28%) of your taxable distributions and redemption proceeds if you do not provide your correct social security or taxpayer identification number and certify that you are not subject to backup withholding, or if the Internal Revenue Service instructs the Fund to do so.

If you sell your Fund shares, it is considered a taxable event for you.  Depending on the purchase price and the sale price of the shares you sell, you may have a gain or a loss on the transaction.  You are responsible for any tax liabilities generated by your transaction.

Additional information concerning the taxation of each Fund and its shareholders is contained in the SAI.  You should consult your own tax advisor concerning federal, state and local taxation of distributions from a Fund.

 

 

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FINANCIAL HIGHLIGHTS

 

The financial highlights in the following tables are intended to help you understand the financial performance of the Class A Shares, Class C Shares and Class Y Shares of the Real Estate Fund, the Infrastructure Fund, and the High Yield Fund for the period indicated.   No financial information is available for the Global High Yield Fund because the Fund had not commenced operations prior to December 31, 2012.  Certain information reflects financial results for a single Fund share.  The total returns in the tables represent the rate that an investor would have earned or lost on an investment in a Fund (assuming reinvestment of all dividends and distributions).  This information has been audited by Deloitte & Touche LLP, whose report, along with each Fund’s financial statements, are included in the annual report, which is available upon request.

BROOKFIELD GLOBAL LISTED REAL ESTATE FUND Financial Highlights
Class A		For the period May 1, 2012 1 through December 31, 2012
Per Share Operating Performance:
Net asset value, beginning of period		$ 11.57
Net investment income 2		0.14
Net realized and unrealized gain on investment transactions		1.50
Net increase in net asset value resulting from operations		1.64
Distributions from net investment income		(0.55)
Distributions from net realized capital gain		(0.67)
Total distributions paid		(1.22)
Net asset value, end of period		$ 11.99
Total Investment Return †		14.89 % 4
Ratios to Average Net Assets/Supplementary Data:
Net assets, end of period (000s)		$ 639
Gross operating expenses		2.54 % 3
Net expenses , including fee waivers and reimbursement		1.23 % 3
Net investment income		2.08 % 3
Net investment income, excluding the effect of fee waivers and reimbursement		0.77 % 3
Portfolio turnover rate		106 % 4

† Total investment return is computed based upon the net asset value of the Fund’s shares and excludes the effects of sales charges or contingent deferred sales charges, if applicable.

1 From the commencement of investment operations on May 1, 2012.

2 Per share amounts presented are based on average shares outstanding throughout the period indicated.

3 Annualized.

4 Not Annualized.

 

 

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BROOKFIELD GLOBAL LISTED REAL ESTATE FUND Financial Highlights
Class C		For the period May 1, 2012 1 through December 31, 2012
Per Share Operating Performance:
Net asset value, beginning of period		$ 11.57
Net investment income 2		0.07
Net realized and unrealized gain on investment transactions		1.52
Net increase in net asset value resulting from operations		1.59
Distributions from net investment income		(0.49)
Distributions from net realized capital gain		(0.67)
Total distributions paid		(1.16)
Net asset value, end of period		$ 12.00
Total Investment Return †		14.39 % 4
Ratios to Average Net Assets/Supplementary Data:
Net assets, end of period (000s)		$ 67
Gross operating expenses		3.55 % 3
Net expenses , including fee waivers and reimbursement		2.04 % 3
Net investment income		1.29 % 3
Net investment income, excluding the effect of fee waivers and reimbursement		(0.22) % 3
Portfolio turnover rate		106 % 4

† Total investment return is computed based upon the net asset value of the Fund’s shares and excludes the effects of sales charges or contingent deferred sales charges, if applicable.

1 From the commencement of investment operations on May 1, 2012.

2 Per share amounts presented are based on average shares outstanding throughout the period indicated.

3 Annualized.

4 Not Annualized.

 

 

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BROOKFIELD GLOBAL LISTED REAL ESTATE FUND Financial Highlights
Class Y	For the Year Ended December 31, 2012	For the period December 1, 2011 1 through December 31, 2011
Per Share Operating Performance:
Net asset value, beginning of period	$10.02	$10.00
Net investment income 2	0.22	0.04
Net realized and unrealized gain on investment transactions	3.00	0.02
Net increase in net asset value resulting from operations	3.22	0.06
Distributions from net investment income	(0.56)	(0.04)
Distributions from net realized capital gain	(0.67)	–
Total distributions paid	(1.23)	(0.04)
Net asset value, end of period	$12.01	$10.02
Total Investment Return †	32.93%	0.59% 4
Ratios to Average Net Assets/Supplementary Data:
Net assets, end of period (000s)	$9,101	$13
Gross operating expenses	3.24%	25.79% 3
Net expenses , including fee waivers and reimbursement	1.11%	1.25% 3
Net investment income	3.64%	3.35% 3
Net investment income (loss) , excluding the effect of fee waivers and reimbursement	1.51%	( 21.19 ) % 3
Portfolio turnover rate	106%	0% 4

† Total investment return is computed based upon the net asset value of the Fund’s shares and excludes the effects of sales charges or contingent deferred sales charges, if applicable.

1 From the commencement of investment operations on December 1, 2011.

2 Per share amounts presented are based on average shares outstanding throughout the period indicated.

3 Annualized.

4 Not Annualized.

 

 

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BROOKFIELD GLOBAL LISTED INFRASTRUCTURE FUND Financial Highlights
Class A	For the Year Ended December 31, 2012	For the period December 30 , 2011 1 through December 31, 2011
Per Share Operating Performance:
Net asset value, beginning of period	$10.15	$10.13
Net investment income 2	0.21	0.00 5
Net realized and unrealized gain on investment transactions	1.50	0.02
Net increase in net asset value resulting from operations	1.71	0.02
Dividends from net investment income	(0.11)	(0.00) 5
Distributions from net realized capital gain	(0.14)	–
Total distributions paid	(0.25)	(0.00) 5
Redemption fees	0.00 5	–
Net asset value, end of period	$11.61	$10.15
Total Investment Return †	16.87%	0.20% 4
Ratios to Average Net Assets/Supplementary Data:
Net assets, end of period (000s)	$16,547	$2,302
Gross operating expenses	2.16%	34.45% 3
Net expenses , including fee waivers and reimbursement	1.42%	1.60% 3
Net investment income (loss)	1.85%	( 1.60 ) % 3
Net investment income (loss) , excluding the effect of fee waivers and reimbursement	1.11%	( 34.45 ) % 3
Portfolio turnover rate	88%	1% 4

† Total investment return is computed based upon the net asset value of the Fund’s shares and excludes the effects of sales charges or contingent deferred sales charges, if applicable.

1 From the commencement of in vestment operations on December 30 , 2011.

2 Per share amounts presented are based on average shares outstanding throughout the period indicated.

3 Annualized.

4 Not Annualized.

5  Rounds to less than $0.005.

 

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BROOKFIELD GLOBAL LISTED INFRASTRUCTURE FUND Financial Highlights
Class C		For the period May 1, 2012 1 through December 31, 2012
Per Share Operating Performance:
Net asset value, beginning of period		$11.02
Net investment income 2		0.10
Net realized and unrealized gain on investment transactions		0.69
Net increase in net asset value resulting from operations		0.79
Distributions from net investment income		(0.10)
Distributions from net realized capital gain		(0.14)
Total distributions paid		(0.24)
Net asset value, end of period		$11.57
Total Investment Return †		7.19% 4
Ratios to Average Net Assets/Supplementary Data:
Net assets, end of period (000s)		$829
Gross operating expenses		2.63% 3
Net expenses, including fee waivers and reimbursement		2.13% 3
Net investment income		1.67% 3
Net investment income, excluding the effect of fee waivers and reimbursement		1.17% 3
Portfolio turnover rate		88% 4

† Total investment return is computed based upon the net asset value of the Fund’s shares and excludes the effects of sales charges or contingent deferred sales charges, if applicable.

1 From the commencement of investment operations on May 1, 2012 .

2 Per share amounts presented are based on average shares outstanding throughout the period indicated.

3 Annualized.

4 Not Annualized.

 

 

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BROOKFIELD GLOBAL LISTED INFRASTRUCTURE FUND Financial Highlights
Class Y	For the Year Ended December 31, 2012	For the period December 1, 2011 1 through December 31, 2011
Per Share Operating Performance:
Net asset value, beginning of period	$10.15	$10.00
Net investment income 2	0.24	0.03
Net realized and unrealized gain on investment transactions	1.49	0.13
Net increase in net asset value resulting from operations	1.73	0.16
Distributions from net investment income	(0.12)	(0.01)
Distributions from net realized capital gain	(0.14)	–
Total distributions paid	(0.26)	(0.01)
Net asset value, end of period	$11.62	$10.15
Total Investment Return †	17.06%	1.58% 4
Ratios to Average Net Assets/Supplementary Data:
Net assets, end of period (000s)	$20,300	$13
Gross operating expenses	1.67%	18.59% 3
Net expenses , including fee waivers and reimbursement	1.13%	1.35% 3
Net investment income	2.86%	1.66% 3
Net investment income (loss) , excluding the effect of fee waivers and reimbursement	2.32%	( 15.39 ) % 3
Portfolio turnover rate	88%	1% 4

† Total investment return is computed based upon the net asset value of the Fund’s shares and excludes the effects of sales charges or contingent deferred sales charges, if applicable.

1 From the commencement of investment operations on December 1, 2011.

2 Per share amounts presented are based on average shares outstanding throughout the period indicated.

3 Annualized.

4 Not Annualized.

 

 

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BROOKFIELD HIGH YIELD FUND Financial Highlights
Class A		For the period May 1, 2012 1 through December 31, 2012
Per Share Operating Performance:
Net asset value, beginning of period		$ 10.31
Net investment income 2		0.36
Net realized and unrealized gain on investment transactions		0.23
Net increase in net asset value resulting from operations		0.59
Distributions from net investment income		(0.37)
Distributions from net realized capital gain		(0.09)
Total distributions paid		(0.46)
Net asset value, end of period		$ 10.44
Total Investment Return †		5.84 % 4
Ratios to Average Net Assets/Supplementary Data:
Net assets, end of period (000s)		$ 11
Gross operating expenses		2.52 % 3
Net expenses , including fee waivers and reimbursement		1.16 % 3
Net investment income		5.12 % 3
Net investment income, excluding the effect of fee waivers and reimbursement		3.76 % 3
Portfolio turnover rate		35 % 4

† Total investment return is computed based upon the net asset value of the Fund’s shares and excludes the effects of sales charges or contingent deferred sales charges, if applicable.

1 From the commencement of investment operations on May 1, 2012.

2 Per share amounts presented are based on average shares outstanding throughout the period indicated.

3 Annualized.

4 Not Annualized.

 

 

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BROOKFIELD HIGH YIELD FUND Financial Highlights
Class C		For the period May 1, 2012 1 through December 31, 2012
Per Share Operating Performance:
Net asset value, beginning of period		$ 10.31
Net investment income 2		0.31
Net realized and unrealized gain on investment transactions		0.22
Net increase in net asset value resulting from operations		0.53
Distributions from net investment income		(0.32)
Distributions from net realized capital gain		(0.09)
Total distributions paid		(0.41)
Net asset value, end of period		$ 10.43
Total Investment Return †		5.27 % 4
Ratios to Average Net Assets/Supplementary Data:
Net assets, end of period (000s)		$ 25
Gross operating expenses		3.44 % 3
Net expenses , including fee waivers and reimbursement		1.93 % 3
Net investment income		4.43 % 3
Net investment income, excluding the effect of fee waivers and reimbursement		2.92 % 3
Portfolio turnover rate		35 % 4

† Total investment return is computed based upon the net asset value of the Fund’s shares and excludes the effects of sales charges or contingent deferred sales charges, if applicable.

1 From the commencement of investment operations on May 1, 2012.

2 Per share amounts presented are based on average shares outstanding throughout the period indicated.

3 Annualized.

4 Not Annualized.

 

 

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BROOKFIELD HIGH YIELD FUND Financial Highlights
Class Y	For the Year Ended December 31, 2012	For the period December 1, 2011 1 through December 31, 2011
Per Share Operating Performance:
Net asset value, beginning of period	$10.05	$10.00
Net investment income 2	0.55	0.03
Net realized and unrealized gain on investment transactions	0.47	0.05
Net increase in net asset value resulting from operations	1.02	0.08
Distributions from net investment income	(0.55)	(0.03)
Distributions from net realized capital gain	(0.09)	–
Total distributions paid	(0.64)	(0.03)
Net asset value, end of period	$10.43	$10.05
Total Investment Return †	10.46%	0.77% 4
Ratios to Average Net Assets/Supplementary Data:
Net assets, end of period (000s)	$8	$13
Gross operating expenses	2.48%	6.53% 3
Net expenses , including fee waivers and reimbursement	1.04%	1.15% 3
Net investment income	5.31%	3.15% 3
Net investment income (loss) , excluding the effect of fee waivers and reimbursement	3.87%	( 2.23 ) % 3
Portfolio turnover rate	35%	0% 4

† Total investment return is computed based upon the net asset value of the Fund’s shares and excludes the effects of sales charges or contingent deferred sales charges, if applicable.

1 From the commencement of investment operations on December 1, 2011.

2 Per share amounts presented are based on average shares outstanding throughout the period indicated.

3 Annualized.

4 Not Annualized.

 

 

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Investment Adviser

Brookfield Investment Management Inc.

Brookfield Place

250 Vesey Street, 15 th Floor

New York, New York 10281-1023

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

1700 Market Street

Philadelphia, Pennsylvania 19103

Legal Counsel

Paul Hastings LLP

75 East 55th Street

New York, New York 10022-3205

Custodian

U.S. Bank National Association

Custody Operations

1555 North River Center Drive, Suite 302

Milwaukee, Wisconsin 53212

Transfer Agent, Fund Accountant and Fund Sub-Administrator

U.S. Bancorp Fund Services, LLC

615 East Michigan Street

Milwaukee, Wisconsin 53202

Distributor

Quasar Distributors, LLC

615 East Michigan Street

Milwaukee, Wisconsin 53202

 

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JOINT NOTICE OF PRIVACY POLICY

 

Brookfield Investment Management Inc. (“BIM”), on its own behalf and on behalf the funds managed by BIM and its affiliates, recognizes and appreciates the importance of respecting the privacy of our clients and shareholders.  Our relationships are based on integrity and trust and we maintain high standards to safeguard your nonpublic personal information (“Personal Information”) at all times.  This privacy policy (“Policy”) describes the types of Personal Information we collect about you, the steps we take to safeguard that information and the circumstances in which it may be disclosed.

If you hold shares of a Fund through a financial intermediary, such as a broker, investment adviser, bank or trust company, the privacy policy of your financial intermediary will also govern how your Personal Information will be shared with other parties.

What information do we collect?

 

We collect the following Personal Information about you:

 

●

Information we receive from you in applications or other forms, correspondence or conversations, including but not limited to name, address, phone number, social security number, assets, income and date of birth.

●

Information about  transactions with us, our affiliates, or others, including but not limited to account number, balance and payment history, parties to transactions, cost basis information, and other financial information.

●

Information we may receive from our due diligence, such as your creditworthiness and your credit history.

WHAT IS OUR PRIVACY POLICY?

 

We may share your Personal Information with our affiliates in order to provide products or services to you or to support our business needs.  We will not disclose your Personal Information to nonaffiliated third parties unless 1) we have received proper consent from you; 2) we are legally permitted to do so; or 3) we reasonably believe, in good faith, that we are legally required to do so.  For example, we may disclose your Personal Information with the following in order to assist us with various aspects of conducting our business, to comply with laws or industry regulations, and/or to effect any transaction on your behalf:

●

Unaffiliated service providers (e.g. transfer agents, securities broker-dealers, administrators, investment advisors or other firms that assist us in maintaining and supporting financial products and services provided to you);

●

Government agencies, other regulatory bodies and law enforcement officials (e.g. for reporting suspicious transactions);

●

Other organizations, with your consent or as directed by you; and

●

Other organizations, as permitted or required by law (e.g. for fraud protection)

 

 

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When we share your Personal Information, the information is made available for limited purposes and under controlled circumstances designed to protect your privacy.  We require third parties to comply with our standards for security and confidentiality.

How do we protect client information?

 

We restrict access to your Personal Information to those persons who require such information to assist us with providing products or services to you.  It is our practice to maintain and monitor physical, electronic, and procedural safeguards that comply with federal standards to guard client nonpublic personal information. We regularly train our employees on privacy and information security and on their obligations to protect client information.

Contact Information

 

For questions concerning our Privacy Policy, please contact our client services representative at 1-800-497-3746.

 

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BROOKFIELD INVESTMENT FUNDS

 

Brookfield Global Listed Real Estate Fund

Brookfield Global Listed Infrastructure Fund

Brookfield Global High Yield Fund

Brookfield High Yield Fund

 

Class A, C, and Y Shares

FOR MORE INFORMATION:

You can find more information about the Funds in the following documents:

STATEMENT OF ADDITIONAL INFORMATION (SAI):

The SAI provides additional details about the investments and techniques of the Funds and certain other additional information.  A current SAI is on file with the SEC and is incorporated into this Prospectus by reference.  This means that the SAI is legally considered a part of this Prospectus even though it is not physically within this Prospectus.

ANNUAL AND SEMI-ANNUAL REPORTS:

The Funds’ annual and semi-annual reports (collectively, the “Shareholder Reports”) provide the most recent financial reports and portfolio listings.  The annual report contains a discussion of the market conditions and investment strategies that affected the Funds’ performance during the Funds’ previous fiscal year.

The SAI and Shareholder Reports are available free of charge on the Funds’ website at www.brookfieldim.com.  You can obtain a free copy of the SAI and Shareholder Reports, request other information, or make general inquiries about the Funds by calling the Funds (toll-free) at 1-855-244-4859 or by writing to:

Brookfield Investment Funds

c/o U.S. Bancorp Fund Services, LLC

P.O. Box 701

Milwaukee, Wisconsin 53201-0701

www.brookfieldim.com

You may review and copy information about the Funds, including the SAI and Shareholder Reports, at the Public Reference Room of the SEC in Washington, DC.  You can obtain information on the operation of the Public Reference Room by calling (202) 551-8090.  Reports and other information about the Funds are also available:

●	Free of charge from the SEC’s EDGAR database on the SEC’s website at http://www.sec.gov;
●	For a fee, by writing to the Public Reference Section of the SEC, Washington, DC 20549-1520; or

●	For a fee, by electronic request at the following e-mail address: publicinfo@sec.gov.

 

(The Trust’s SEC Investment Company Act file number is 811-22558.)

 

 

 

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