BOI Brookfield Mortgage Opportunity Income Fund Inc.

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As filed with the Securities and Exchange Commission on March 25, 2013

Securities Act File No. 333-185159

Investment Company Act File No. 811-22773

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM N-2

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(Check Appropriate Box or Boxes)
ý     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ý     Pre-Effective Amendment No. 5
o     Post-Effective Amendment No.

and/or

ý     REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
ý     Amendment No. 5

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BROOKFIELD MORTGAGE OPPORTUNITY INCOME FUND INC.
(Exact Name of Registrant as Specified in Charter)

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Brookfield Place, 250 Vesey Street
New York, New York 10281-1023
(Address of Principal Executive Offices)

Registrant's Telephone Number, including Area Code: (800) 282-0429

Kim G. Redding
Brookfield Mortgage Opportunity Income Fund Inc.
Brookfield Place, 250 Vesey Street
New York, New York 10281-1023
(Name and Address of Agent for Service)

Copies to:
Jon Tyras, Esq. Brookfield Investment Management Inc. Brookfield Place, 250 Vesey Street New York, New York 10281-1023		Michael R. Rosella, Esq. Paul Hastings LLP 75 E. 55th Street New York, New York 10022		Leonard B. Mackey, Jr., Esq. Clifford R. Cone, Esq. Clifford Chance US LLP 31 W. 52nd Street New York, New York 10019

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Approximate date of proposed public offering:
From time to time after the effective date of this Registration Statement.

If any securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, as amended, other than securities offered in connection with a dividend reinvestment plan, check the following box.     o

It is proposed that this filing will become effective (check appropriate box)

             o     When declared effective pursuant to section 8(c).

If appropriate, check the following box:

             o     This [post-effective] amendment designates a new effective date for a previously filed [post-effective amendment] [registration statement].

             o     This form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act and the Securities Act registration number of the earlier effective registration statement for the same offering is               .

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

Title of Securities		Amount Being Registered		Proposed Maximum Offering Price Per Share		Proposed Maximum Aggregate Offering Price(1)		Amount of Registration Fee(2)
Common Shares, par value $0.001 per share		22,500,000		$20.00		$450,000,000		$61,380

(1)

Estimated pursuant to Rule 457(o) solely for the purpose of calculating the registration fee.

(2)

Previously paid in connection with the initial filing on November 27, 2012 and with the filing on March 22, 2013.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

   

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EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

          This Pre-Effective Amendment No. 5 to the Registration Statement of Brookfield Mortgage Opportunity Income Fund Inc. (the "Fund") on Form N-2 hereby incorporates Part A and Part B from the Fund's filing of Pre-Effective Amendment No. 4 filed on March 22, 2013. This Pre-Effective Amendment No. 5 is being filed to add the consent of the independent registered public accounting firm as an Exhibit to Part C of the Registration Statement.

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PART C

OTHER INFORMATION

ITEM 25.    Financial Statements and Exhibits

(1)

Financial Statements

          Part A: None

          Part B:

          Audited Financial Statements ⁽²⁾

          Report of the Independent Registered Public Accounting Firm ⁽²⁾

(2)

Exhibits

C-1

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ITEM 26.    Marketing Arrangements

          Reference is made to the Form of Underwriting Agreement filed as Exhibit h.1 to this Registration Statement.

          See Sections 1-6 and 8 of the Form of Wells Fargo Securities, LLC Master Selected Dealer Agreement, filed as Exhibit h.2 to this Registration Statement.

          See the Introductory Paragraph and Sections 1.2, 3.1, 3.2, 3.4-3.8, 4.1, 4.2, 5.1-5.4, 6, 10.9 and 10.10 of the Form of Wells Fargo Securities, LLC Master Agreement Among Underwriters filed as Exhibit h.3 to this Registration Statement.

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ITEM 27.    Other Expenses of Issuance and Distribution

          The following table sets forth the estimated expenses to be incurred in connection with the offering described in this Registration Statement:

Securities and Exchange Commission registration fees		$	68,200
New York Stock Exchange listing fee		$	20,000
Printing expenses		$	540,000
Accounting fees		$	25,000
Legal fees		$	450,000
FINRA fees		$	20,000
Blue Sky fees		$	N/A
Miscellaneous		$	91,000
Total		$	1,214,200

ITEM 28.    Persons Controlled by or Under Common Control with Registrant

          The Registrant, a diversified, closed-end management investment company organized as a corporation under the laws of the State of Maryland, may be deemed to be under common control with Helios Advantage Income Fund, Inc., Helios High Income Fund, Inc., Helios Multi-Sector High Income Fund, Inc., Helios Strategic Income Fund, Inc., Helios Total Return Fund, Inc. and Helios High Yield Fund, each a diversified, closed-end management investment company organized as a Maryland corporation, Brookfield Global Listed Infrastructure Income Fund Inc., a non-diversified, closed-end management investment company organized as a corporation under the laws of the State of Maryland, and Brookfield Investment Funds, a diversified, open-end management investment company organized as a statutory trust under the laws of the State of Delaware.

ITEM 29.    Number of Holders of Securities as of March 22, 2013

ITEM 30.    Indemnification

          Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its shareholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty established by a final judgment as being material to the cause of action. The Registrant's Charter contains such a provision which eliminates directors' and officers' liability to the maximum extent permitted by Maryland law, subject to the requirements of the 1940 Act.

          The Registrant's Charter authorizes the Registrant, to the maximum extent permitted by Maryland law and subject to the requirements of the 1940 Act, to obligate the Registrant to indemnify any present or former director or officer or any individual who, while serving as a director or officer of the Registrant and, at the Registrant's request, serves or has served another corporation, real estate investment trust, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise as a director, officer, partner, manager, managing member or trustee from and against any claim or liability to which that individual may become subject or which that individual may incur by reason of

C-3

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his or her service in any such capacity and to pay or reimburse his or her reasonable expenses in advance of final disposition of a proceeding.

          The Registrant's Bylaws obligate the Registrant, to the maximum extent permitted by Maryland law and subject to the requirements of the 1940 Act, to indemnify any present or former director or officer or any individual who, while serving as a director or officer of the Registrant and, at the Registrant's request, serves or has served another corporation, real estate investment trust, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise as a director, officer, partner, manager, managing member or trustee and who is made, or threatened to be made, a party to the proceeding by reason of his or her service in any such capacity and to pay or reimburse his or her reasonable expenses in advance of final disposition of a proceeding. The Registrant's Charter and Bylaws also permit the Registrant to indemnify and advance expenses to any individual who served any predecessor of the Registrant in any of the capacities described above and any employee or agent of the Registrant or a predecessor of the Registrant, if any.

          Maryland law requires a corporation (unless its charter provides otherwise, which is not the case for the Registrant's Charter) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made, or threatened to be made, a party by reason of his or her service in that capacity. Maryland law permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made, or threatened to be made, a party by reason of their service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe the act or omission was unlawful. However, under Maryland law, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that a personal benefit was improperly received, unless in either case a court orders indemnification, and then only for expenses. In addition, Maryland law permits a corporation to pay or reimburse reasonable expenses to a director or officer in advance of final disposition of a proceeding upon the corporation's receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.

          In accordance with the 1940 Act, we will not indemnify any person for any liability to which such person would be subject by reason of such person's willful misconduct, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

          Insofar as indemnification for liability arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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ITEM 31.    Business and Other Connections of Investment Adviser

          Brookfield Investment Management Inc. ("BIM"), a Delaware corporation and a registered investment adviser under the Investment Advisers Act of 1940, serves as investment adviser of the Registrant. BIM's offices are located at Brookfield Place, 250 Vesey Street, New York, New York 10281-1023. Information as to the officers and directors of BIM is included in its current Form ADV (File No. 801-34605) filed with the Securities and Exchange Commission.

ITEM 32.    Location of Accounts and Records

          All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act relating to the Registrant are maintained at the following offices:

1.

Brookfield Investment Management Inc.
Brookfield Place
250 Vesey Street
New York, New York 10281-1023



2.

U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202



3.

U.S. Bank National Association
1555 North River Center Drive, Suite 302
Milwaukee, Wisconsin 53212

ITEM 33.    Management Services

          Not applicable.

ITEM 34.    Undertakings

          1.       Registrant hereby undertakes to suspend the offering of its shares until the prospectus is amended, if (a) subsequent to the effective date of this Registration Statement, the net asset value declines more than ten percent from its net asset value as of the effective date of the Registration Statement or (b) the net asset value increases to an amount greater than its net proceeds as stated in the prospectus.

          2.       Not applicable.

          3.       Not applicable.

          4.       Not applicable.

          5.       Registrant undertakes:

(a)

that, for the purpose of determining any liability under the Securities Act the information omitted from the form of prospectus filed as part of the Registration Statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant pursuant to Rule 497(h) will be deemed to be a part of the Registration Statement as of the time it was declared effective.



(b)

that, for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus will be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time will be deemed to be the initial bona fide offering thereof.

          6.       Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of a written or oral request, any Statement of Additional Information.

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SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Pre-effective Amendment No. 5 to the Registration Statement to be signed on its behalf by the undersigned, in the City of New York, State of New York, on the 25th day of March, 2013.

          Pursuant to the requirements of the Securities Act of 1933, this Pre-effective Amendment No. 5 to the Registration Statement has been signed below by the following persons in the capacities set forth below on the 25th day of March, 2013.

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*

Pursuant to Powers of Attorney

C-6

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Exhibit Index

Exhibit		Caption
(n)		Consent of Independent Registered Public Accounting Firm

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EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
PART C OTHER INFORMATION

ITEM 25. Financial Statements and Exhibits
ITEM 26. Marketing Arrangements
ITEM 27. Other Expenses of Issuance and Distribution
ITEM 28. Persons Controlled by or Under Common Control with Registrant
ITEM 29. Number of Holders of Securities as of March 22, 2013
ITEM 30. Indemnification
ITEM 31. Business and Other Connections of Investment Adviser
ITEM 32. Location of Accounts and Records
ITEM 33. Management Services
ITEM 34. Undertakings

SIGNATURES
Exhibit Index