Brookfield Infrastructure Income Fund (BII) Tender Offers: A 6.52% Request in September 2025, a 4.97% One in December, Then Under 1%

What BII is: a Luxembourg fund turned into a US tender-offer fund

BII is Brookfield's private infrastructure fund for individual investors, run by Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P., with Brookfield Public Securities Group as administrator and sub-adviser for the listed sleeve. It is not Brookfield's real estate vehicle (see our Brookfield REIT review for that one) and it is not the NYSE-listed Brookfield Infrastructure Partners. Its semi-annual report says it “launched on November 1, 2023, as a regulated investment company, structured as a ‘tender offer fund.’” On that date a Luxembourg predecessor fund was reorganized into it: the fund received in-kind net assets of $1,548,638,000 in exchange for 154,864,000 Class I shares, at a NAV of $10.00, together with the predecessor's private portfolio.

That origin shapes the filings. BII started with $1.6 billion and a full portfolio of 2022-2023 acquisitions (Isagen in Colombia, Ontario wind, Inter Pipeline, AusNet and others), so its tender history begins with a large register built in the reorganization rather than with an empty fund. It sells shares at NAV every month, Class I with no load, Class D with a load of up to 2.00% and Class S and T with up to 3.50%, and “intends, but is not obligated,” to make a quarterly offer. The rest of this page is what its own filings say about that offer: how much holders asked for, what they were paid, and what the fund has done with the money coming in.

Ten tender results, ten times accepted in full

From the final amendment (Schedule TO-I/A) the fund files to report each offer. “Shares outstanding” is the total of the classes on the last month-end before the offer began, from the Schedule TO-I; the share of that total tendered is our arithmetic.

Three things stand out. First, the first two offers were large: $55.9 million in March 2024 and $237.8 million in June 2024, the second in an offer the fund sized at 20%, where holders tendered 10.87% of shares. The filings do not say who tendered. Second, from September 2024 to June 2025 four offers drew less than 0.25% of shares each, $0.1 to $8.6 million, small enough that the fund's own filings treat them as routine. Third, the autumn of 2025 broke that pattern, and 2026 went back to it. Across the ten offers holders tendered $875.0 million (our sum).

The 2024 results filings say the purchase price was “fully remitted” on a date; from February 2025 they also say how much was paid after the early-repurchase fee. In the ten results, payment dates fall 25 to 35 days after the valuation date (for example $284,236,353.01 paid on or about October 30, 2025 for the September 30 valuation). The semi-annual report says the price is remitted “within 5 business days after the applicable expiration date”; the dates in the results are what holders actually received.

Autumn 2025: the offer that went over the line, and the one that came close

The Schedule TO-I filed August 26, 2025 offered to buy “up to 5% of the Fund's net asset value, calculated as of the prior calendar quarter end” and, as in each offer since then, reserved the right to buy up to an additional 2% of shares. Holders tendered 26,491,598.76 shares. The final amendment states that the number “exceeded the maximum number of Shares that the Fund offered to purchase,” and that “the Fund determined to accept for purchase an additional 1.52% of its outstanding Shares.”

The arithmetic is consistent. The fund had 406.15 million shares outstanding at July 31, 2025; tendered shares were 6.52% of that, which is the 5% offered plus the 1.52% extra. In dollars, 5% of the June 30, 2025 net assets of $4.136 billion is about $206.8 million; holders tendered NAV of $284.2 million, 137% of that (our arithmetic). The fund's N-2 says what would otherwise have happened: “the Fund will repurchase a pro rata portion of the Shares tendered by each stockholder, extend the tender offer, or take any other action.” It chose to take everything and no holder was prorated.

The December 2025 offer, filed November 25, drew 21,070,890.24 shares, 4.97% of the 423.64 million outstanding, or 99.5% of the 5% limit (our arithmetic). It needed no extra acceptance, but a few more shares would have. The fund paid $229,421,517.63 on or about January 26, 2026. Together the two offers took $513.7 million out of a fund whose net assets were about $4.1 to $4.8 billion.

The filings do not say who tendered or why. They do give two facts that bracket it. Brookfield and its affiliates owned 0.46% of the shares at June 30, 2026, and “a Brookfield-managed fund, consisting entirely of third-party capital, owned 21.14% of the Fund's shares.” That stake is about 112.7 million shares of 532.9 million (our arithmetic), more than four times the 5% limit of about 26.6 million shares, so one holder of that size could by itself decide whether an offer is oversubscribed. The report does not say whether it tendered. Whatever the cause, the 2026 offers show the pressure did not persist: $27.0 million in March and $23.5 million in June.

Who tendered: what the 2% fee shows

Shares held under a year pay a 2% early-repurchase fee, first-in first-out, which the fund keeps. The results filings give both the NAV of the shares tendered and the amount paid “net of the 2% Early Withdrawal Fees, where applicable.” The difference tells you roughly how much of each tender was recent money (our arithmetic, assuming the fee was charged and not waived):

In September and December 2025 almost nothing was subject to the fee: the sellers were holders of more than a year. In the small 2024-2025 offers about a quarter of what was tendered, and in December 2024 most of it, was recent money. In 2026 it is 7-8%. A fee of $9,750 on a $284 million tender is the clearest sign in the filings that the autumn 2025 requests came from the seasoned part of the register rather than from people who bought and tried to leave.

NAV per share and size

Net assets and NAV per share at the report dates, from the annual and semi-annual reports (Class I started November 1, 2023, Class S December 1, 2023 and Class D March 1, 2024, so those series begin later):

The December 31, 2025 net assets are after a $229.4 million payable for the December tender, which was paid in January; adding it back gives $5.016 billion, which matches the fund NAV in the Schedule TO-I filed February 25, 2026 (our arithmetic: $4.786 billion plus $0.229 billion). NAV per share has risen every report date. Class I's total return was 8.18% in 2024, 8.81% in 2025 and 4.39% in the first half of 2026; over the 12 months to June 30, 2026 it returned 9.22% and since inception 8.63% a year. The FTSE Global Core Infrastructure 50/50 Index, which the report shows beside it, returned 15.78% over the 12 months and 7.94% a year since inception. Class S returned 3.95% in the half-year and 8.32% over 12 months before its sales charge (the report also gives 0.35% and 4.57% after the 3.50% charge). The N-PORT filed August 31, 2026 gives monthly returns of between 0.56% and 0.72% for the three classes in April, May and June 2026, so the NAV rose every month of the quarter.

Money in, money out

“Repurchases booked” are the tenders accrued in the period; the Q2 2026 tender of $23.5 million was a payable at June 30 and was paid on July 31. The cash-flow statement for the first half of 2026 shows $256.5 million of payments on repurchases, which is the December tender paid in January plus the March tender paid in April (our arithmetic: $229.4 million plus $27.0 million). The N-PORT shows the monthly pace of sales for the second quarter of 2026: $169.1 million in April, $136.1 million in May and $197.2 million in June, $502.4 million in total before reinvested distributions. A fund that takes in $150 to $200 million a month can pay a $230 million tender from new sales alone; it did so even in the autumn of 2025, when repurchases took half of the half-year's subscriptions.

For the Q3 2026 offer, the fund's NAV at July 31, 2026 was $6.202 billion on 555.4 million shares, so 5% is roughly 27.8 million shares, or $310 million (our arithmetic; the dollar limit is set from the prior quarter-end NAV, so the exact figure differs). That is slightly above the 26.49 million shares of September 2025, the largest request so far. At June 30, 2026 the fund held $1.235 billion of public securities, 20.8% of net assets, against $310 million for a full 5% offer.

Distributions against income, and the return-of-capital line

Class I's financial highlights give the clearest comparison of what a share earned and what it paid:

At the fund level the same story reads $95.7 million of net investment income against $167.2 million of distributions paid in 2025 (57%) and $76.6 million against $107.8 million in the first half of 2026 (71%), with $54.0 million of the 2025 distributions, 32%, classified as return of capital. The report notes that annual distributions are classified under federal tax rules, so the first-half 2026 classification is provisional. Net investment income is only part of what the fund earns, because most of its return comes from the rise in the value of its holdings ($275.5 million of unrealized gain in 2025 and $161.8 million in the first half of 2026), which is why total return exceeds the distribution. But a holder looking for income should read the gap: distributions are being paid partly out of capital gains and, in 2025, return of capital.

One feature of this fund's income statement is particular to its structure. In the first half of 2026 it received $412.0 million of dividends and distributions from affiliated vehicles, $35.6 million from unaffiliated ones and $23.4 million of interest, $471.0 million in all, and then deducted $329.5 million of that as return of capital (our arithmetic: 70%), leaving $141.5 million of reported investment income. The cash is real; it is classified, under the accounting for these holdings, as a return of what the fund put in. The fee section below shows why that matters.

Fees, including an incentive fee on cash received

The April 30, 2026 N-2 gives total annual expenses of 2.05% for Class I, 2.30% for Class D and 2.90% for Class S and T (2.22%, 2.47%, 3.07% and 3.07% after the effect of the expense-limitation agreement), based on 2025. The components are a 1.25% management fee on net assets, an incentive fee of 0.37-0.38%, a servicing fee of 0.25% for Class D and 0.85% for Class S and T, interest of 0.14%, tax of 0.03% and other expenses of about 0.25%. On a $250,000 position the 2025 net ratios mean about $5,550 a year in Class I and $7,675 in Class S (our arithmetic). Class S and T also carry a front-end load of up to 3.50%, Class D up to 2.00%, and every class an early-repurchase fee of 2%.

The fee that is specific to Brookfield's structure is the incentive fee: 12.5% of “Fund Income,” payable annually. The semi-annual report defines Fund Income as distributions the fund receives from its private portfolio investments plus net investment income from debt, preferred equity and traded securities, minus its expenses, and says those distributions “are treated as cash from operations (or income) received by the Fund without regard to the tax characteristics (e.g., income vs. return of capital) of the distributions received.” It excludes “returns of invested capital that are not derived from the operations of the issuer,” judged by the fund's own portfolio team, and it does not include capital gains. So the base is cash coming up from the holdings, not the net investment income or the NAV change. In the first half of 2026 the fund accrued $12.3 million of incentive fees, which at 12.5% implies Fund Income of about $98.7 million for the half-year (our arithmetic), against $76.6 million of net investment income and the $329.5 million that the income statement labels return of capital. The filings do not show how much of that return of capital the team treated as operating cash. Management fees were $33.96 million and distribution and servicing fees $7.68 million in the same half-year; total expenses were $64.2 million.

The adviser has also agreed to waive or reimburse certain expenses so that they do not exceed 0.70% of net assets through April 30, 2027, and can recoup them for three years; $797,000 remains available for recoupment to October 2026.

What it owns: 71% in affiliated issuers, valued by the adviser

At June 30, 2026 the fund held $6.026 billion of investments at fair value, of which $4.297 billion, 71.3%, were in affiliated securities (our arithmetic). The report's notes name Brookfield's infrastructure debt funds as affiliates and co-investors in the fund's private debt vehicles. By the report's classification, private equity investments were 72.0% of net assets ($4.262 billion), private debt 8.9%, and public securities 20.8% ($1.235 billion), mostly corporate bonds (17.8%). Sectors: power and transition 29.3%, utilities 16.7%, transport 10.7%, midstream 7.7% and data 7.6%. The number of investments has grown from 36 at December 31, 2024 to 47 a year later and 52 at June 30, 2026.

Westinghouse is the largest gain over cost in that list ($183.5 million, a fair value 2.6 times cost, our arithmetic) and a June 2026 U.S. Department of Energy conditional commitment of $17.5 billion in loan facilities cited in the shareholder letter. The largest of the 2026 acquisitions in the schedule is a 19.7% equity interest in Duke Energy Florida, bought alongside Brookfield in February 2026 for $358.2 million and carried at $370.6 million at June 30. Two of the ten (the U.K. and European diversified portfolio, which is an investment in the Federated Hermes Diversified Infrastructure Fund, and SH 130) are held through independently managed third-party vehicles valued at the vehicle's NAV; the affiliated holdings, $4.297 billion or 72.5% of net assets, are all Level 3, valued with “significant unobservable inputs” by the adviser as valuation designee. The NAV a holder tenders at is therefore largely a valuation, not a market price. The manager says 85% of revenues are regulated or contracted and 80% have inflation-linked escalators.

The fund carries a small hedging and tax balance sheet: foreign currency forward contracts were a $97.7 million liability against a $14.6 million asset, and deferred taxes payable were $55.7 million.

Leverage: from $356 million to none

At December 31, 2023 the fund had $356.4 million of borrowings: a $174.0 million loan, $97.9 million drawn on its credit facility and $84.5 million of reverse repurchase agreements, 22.3% of net assets (our arithmetic). The senior-securities table shows none at December 31, 2024, December 31, 2025 or June 30, 2026, and the report states that the fund “did not draw on the line of credit” in the first half of 2026. The facility matures November 19, 2027, and $43.0 million of it is committed for letters of credit tied to holdings. The N-2 still says the fund “intends to add leverage, from time to time,” so the zero is a position, not a rule. The fund says it deployed $1.5 billion in 2025, and its cash-flow statement shows $1.41 billion of long-term purchases in the first half of 2026, a half-year in which it did not draw on the line.

What changed since August 6, 2026

• August 26, 2026: Schedule TO-I for the Q3 offer, with notice and withdrawal deadline September 24, 2026, valuation date September 30, and an acceptance date of October 22. Fund NAV at July 31 was $6,202,116,769. The result amendment has not been filed. The last four took 42 to 57 days from expiry, which would put the filing between about November 5 and 20, 2026 (our arithmetic).
• August 31, 2026: N-PORT for June 30, 2026, with net assets of $5.948 billion (the N-CSRS shows $5.924 billion) and the monthly sales and returns used above.
• September 3, 2026: semi-annual report for the half-year to June 30, 2026.
• August 6, 2026: the Q2 offer result, $23.5 million at 0.42% of shares, down from 0.53% in March.

What a holder can do with this

• Reading the next result: the number to watch in the Q3 2026 amendment is the shares tendered against about 27.8 million, which is 5% of the 555.4 million shares at July 31. Below it, the offer is accepted in full by definition. Above it, the fund has to choose, as it did in September 2025, between taking the extra 2%, prorating or extending.
• If you want out: the fee is 2% below one year, the notice deadline falls about 30 days after the offer opens, and the price is the NAV at the end of that month, which you do not know when you tender; you can withdraw until the notice date and, if the fund has not yet accepted, after 40 business days. In the ten results payment came 25 to 35 days after the valuation date.
• If you are thinking of adding: compare net cost (2.22% in Class I and 3.07% in Class S in 2025), the incentive fee base, and the gap between distributions and net investment income. Class I's NAV rose 11.3% in 32 months (from $10.00 to $11.13, our arithmetic); in 2025 it came from $0.64 a share of net realized and unrealized gains against $0.26 of net investment income.
• What would change the picture: requests above 5% in a quarter, a slowdown in monthly sales from the $136-197 million of spring 2026, a reappearance of borrowings, or a change in the 21.14% holder's position. Each shows up in a Schedule TO-I/A, an N-PORT or the next semi-annual report.

For how this compares with the funds that do prorate holders, see the private credit redemptions tracker and the list of interval funds; for the difference between tender-offer funds and the private equity funds with the same structure, see our guide to how to invest in private equity.

FAQ

All figures are from Brookfield Infrastructure Income Fund Inc.'s SEC filings read on EDGAR on October 6, 2026: the final amendments to Schedule TO-I for its 10 completed tender offers (filed May 22, 2024 to August 6, 2026), the 11 Schedule TO-I offers from February 23, 2024 to August 26, 2026 (accession 0001213900-26-093785), the N-CSR for the period to December 31, 2023 (0001104659-24-033049) and for 2024 (0001398344-25-005325) and 2025 (0001398344-26-004615), the N-CSRS for the half-years to June 30, 2024 (0001398344-24-017372), 2025 (0001398344-25-017650) and 2026 (0001398344-26-016527), the N-2 of April 30, 2026 (0001213900-26-050025) and the N-PORT of August 31, 2026 (0002071691-26-021235). Shares of shares outstanding, implied prices and fee-based estimates, sums, percentages of subscriptions and net assets, and the dollar caps are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.