Brompton Lifeco Split : Prospectus Supplement – English

This prospectus supplement together with the short form base shelf prospectus to which it relates dated April 1, 2024, as amended or supplemented, and each document incorporated or deemed to be incorporated by reference herein and in the short form base shelf prospectus, as amended or supplemented, constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

Information has been incorporated by reference in this prospectus supplement and the accompanying short form base shelf prospectus dated April 1, 2024 from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Brompton Lifeco Split Corp. at its head office located at Bay Wellington Tower, Brookfield Place, 181 Bay Street, Suite 2930, Toronto, Ontario M5J 2T3, or by calling 1-866-642-6001,and are also available electronically at www.sedarplus.ca.

Up to $75,000,000 of Preferred Shares and $75,000,000 of Class A Shares

This prospectus supplement (this "Prospectus Supplement"), together with the short form base shelf prospectus dated April 1, 2024, qualifies the distribution of preferred shares (the "Preferred Shares") and class A shares (the "Class A Shares") of Brompton Lifeco Split Corp. (the "Company") having an aggregate market value of up to $75,000,000 and $75,000,000, respectively (the "Offering"). The Company is a mutual fund corporation incorporated under the laws of the Province of Ontario.

The Company invests in a portfolio, on an approximately equal weighted basis, of common shares consisting of the four Canadian life insurance companies (Great-West Lifeco Inc., iA Financial Corporation Inc., Manulife Financial Corporation and Sun Life Financial Inc.).

The Preferred Shares and the Class A Shares are listed for trading on the Toronto Stock Exchange (the "TSX") under the symbols "LCS.PR.A" and "LCS", respectively. On April 29, 2024, the closing price on the TSX of the Preferred Shares was $10.04 and of the Class A Shares was $6.22. The most recently calculated NAV per Unit (as defined herein) prior to the date of this Prospectus Supplement on April 25, 2024 was $16.53. The TSX has conditionally approved the listing of the Preferred Shares and Class A Shares offered hereby. Listing will be subject to the Company fulfilling all of the listing requirements of the TSX.

The Manager, in its capacity as manager of the Company and the Company have entered into an equity distribution agreement dated April 30, 2024 (the "Equity Distribution Agreement") with RBC Dominion Securities Inc. (the "Agent") pursuant to which the Company may distribute Preferred Shares and Class A Shares from time to time through the Agent, as agent, in accordance with the terms of the Equity Distribution Agreement. Sales of Preferred Shares and Class A Shares, if any, under this Prospectus Supplement and the short form base shelf prospectus are anticipated to be made in transactions that are deemed to be "at-the-market distributions" as defined in National Instrument 44-102 - Shelf Distributions ("NI 44-102"), including sales made directly on the TSX or on any other existing trading market for the Preferred Shares or Class A Shares, as applicable, in Canada. The Preferred Shares and Class A Shares will be distributed at the market prices prevailing at the time of the sale. As a result, prices at which Preferred Shares and Class A Shares are sold may vary as between purchasers and during the period of any distribution. In accordance with paragraph 9.3(2)(a) of National Instrument 81-102 - Investment Funds ("NI 81-102"), the issue price of the Preferred Shares and/or Class A Shares will not (a) as far as reasonably practicable, be a price that causes dilution of the NAV of the Company's other outstanding securities at the time of issue and (b) be a price that is less than 100% of the most recently calculated NAV per Unit. There is no minimum amount of funds that must be raised under this Offering. This means that the Offering may terminate after raising only a portion of the Offering amount set out above, or none at all. See "Plan of Distribution".

The Company will pay the Agent compensation for its services in acting as agent in connection with the sale of Preferred Shares and Class A Shares pursuant to the Equity Distribution Agreement of up to 2.5% of the gross sales price per Preferred Share sold and up to 2.5% of the gross sales price per Class A Share sold (the "Commission").

As agent, the Agent will not engage in any transactions to stabilize or maintain the price of the Preferred Shares or Class A Shares. No agent, or underwriter of the at-the-market distribution, and no person or company acting jointly or in concert with such agent or underwriter may, in connection with the distribution, enter into any transaction that is intended to stabilize or maintain the market price of the Preferred Shares or Class A Shares or securities of the same class as the Preferred Shares and/or Class A Shares distributed under this Prospectus Supplement, including selling an aggregate number or principal amount of Preferred Shares and/or Class A Shares that would result in the agent or underwriter creating an over-allocation position in the Preferred Shares and/or Class A Shares. See "Plan of Distribution".

An investment in the Preferred Shares or the Class A Shares involves a degree of risk. It is important for prospective investors to consider the risk factors described in this Prospectus Supplement and the short form base shelf prospectus. See "Risk Factors".

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GLOSSARY OF TERMS

In this Prospectus Supplement, the following terms have the meanings set forth below, unless otherwise indicated. Unless otherwise indicated, all references to dollar amounts in this Prospectus Supplement are to Canadian dollars.

"1933 Act" means the United States Securities Act of 1933, as it may be amended from time to time.

"2024 Retraction" has the meaning given to such term under "The Company" in this Prospectus Supplement.

"Agent" means RBC Dominion Securities Inc.

"Annual Retraction Date" means the second last Business Day of April of each year. The Annual Retraction Date will not apply in any year in which a special retraction right has been exercised.

"Auditor" has the meaning given to such term under "Transfer Agent and Registrar, Custodian, Securities Lending Agent and Auditor" in this Prospectus Supplement.

"Board of Directors" means the Company's board of directors.

"Business Day" means any day on which the TSX is open for business.

"Capital Gains Dividends" has the meaning given to such term under "Canadian Federal Income Tax Considerations

• Tax Treatment of the Company" in this Prospectus Supplement.

"cash equivalents" means, and for the purposes of "cash cover" and "cash covered put option", "cash" as used therein means:

1. cash on deposit at the Custodian;
2. an evidence of indebtedness that has a remaining term to maturity of 365 days or less and that is issued, or fully and unconditionally guaranteed as to principal and interest, by:
3. 1. any of the federal or provincial governments of Canada;
   2. the Government of the United States; or
   3. a Canadian financial institution;

provided that, in the case of (ii) and (iii), such evidence of indebtedness has a rating of at least R-1 (mid) by DBRS or the equivalent rating from another designated rating organization; or

1. other cash cover as defined in NI 81-102.

"CCPC" has the meaning given to such term under "Canadian Federal Income Tax Considerations - Disposition of Shares" in this Prospectus Supplement.

"CDS" means CDS Clearing and Depository Services Inc.

"CDS Participant" means a participant in CDS.

"Class A Shares" means the class A shares of the Company.

"Class J Shares" means the class J shares of the Company.

"Company" means Brompton Lifeco Split Corp., a mutual fund corporation incorporated under the laws of the Province of Ontario.

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"controlling individual" has the meaning given to such term under "Eligibility for Investment" in this Prospectus Supplement.

"CRA" means the Canada Revenue Agency.

"CRS Rules" has the meaning given to such term under "Exchange of Tax Information" in this Prospectus Supplement.

"Custodial Services Agreement" means the custodian agreement entered into by the Company and the Custodian dated as of September 15, 2016, as it may be amended from time to time.

"Custodian" means CIBC Mellon Trust Company, in its capacity as custodian under the Custodial Services Agreement, as appointed from time to time by the Company.

"DBRS" means DBRS Limited.

"Extraordinary Resolution" means a resolution passed by the affirmative vote of at least 66⅔% of the votes cast, either in person or by proxy, at a meeting of shareholders called for the purpose of approving such resolution.

"FHSA" has the meaning given to such term under "Eligibility for Investment" in this Prospectus Supplement.

"Investment Guidelines" means the investment guidelines of the Company described under "The Company - Investment Guidelines" in this Prospectus Supplement.

"Investment Objectives" means the investment objectives of the Company described under "The Company - Investment Objectives" in this Prospectus Supplement.

"Investment Restrictions" means the investment restrictions of the Company, including without limitation those described under "The Company - Investment Restrictions" in this Prospectus Supplement.

"Manager" means Brompton Funds Limited, in its capacity as manager of the Company, or if applicable, its successor.

"Maturity Date" means April 27, 2029, subject to extension for successive terms of up to five years as determined by the Board of Directors. See "The Company - Maturity Date" in this Prospectus Supplement.

"NAV per Unit" means the NAV of the Company divided by the number of Units then outstanding.

"Net Asset Value" and "NAV of the Company" means (a) the aggregate value of the assets of the Company, less (b) the aggregate value of the liabilities of the Company (the Preferred Shares will not be treated as liabilities for these purposes), including any distributions declared and not paid that are payable to Shareholders on or before such date, less (c) the stated capital of the Class J Shares ($100) as described in the current annual information form of the Company.

"NI 81-102" means National Instrument 81-102 - Investment Funds of the Canadian Securities Administrators (or any successor policy, rule or national instrument), as it may be amended from time to time.

"Offering" means the offering of up to $75,000,000 of Preferred Shares and $75,000,000 of Class A Shares as contemplated in this Prospectus Supplement.

"Ordinary Dividends" has the meaning given to such term under "Canadian Federal Income Tax Considerations - Tax Treatment of the Company" in this Prospectus Supplement.

"Portfolio" has the meaning given to such term under "The Company - Investment Guidelines" in this Prospectus Supplement.

"Preferred Shares" means the preferred shares of the Company.

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"Proposed Amendments" has the meaning given to such term under "Canadian Federal Income Tax Considerations" in this Prospectus Supplement.

"Prospectus" means the short form base shelf prospectus of the Company dated April 1, 2024, as amended or supplemented.

"Prospectus Supplement" means this prospectus supplement of the Company dated April 30, 2024, as amended.

"RDSP" has the meaning given to such term under "Eligibility for Investment" in this Prospectus Supplement.

"Rebalancing Criteria" means the Rebalancing Criteria of the Company described in the Company's most recent annual information form.

"Recirculation Agent" has the meaning given to such term under "Description of the Shares of the Company - Certain Provisions of the Preferred Shares - Retraction Privileges - Resale of Preferred Shares Tendered for Retraction" in this Prospectus Supplement.

"Recirculation Agreement" has the meaning given to such term under "Description of the Shares of the Company - Certain Provisions of the Preferred Shares - Retraction Privileges - Resale of Preferred Shares Tendered for Retraction" in this Prospectus Supplement.

"Registered Plans" has the meaning given to such term under "Eligibility for Investment" in this Prospectus Supplement.

"Regulations" has the meaning given to such term under "Canadian Federal Income Tax Considerations" in this Prospectus Supplement.

"Reportable Jurisdictions" has the meaning given to such term under "Exchange of Tax Information" in this Prospectus Supplement.

"RESP" has the meaning given to such term under "Eligibility for Investment" in this Prospectus Supplement.

"Retraction Date" means the second last Business Day of a month.

"Retraction Notice" means a notice delivered by a CDS Participant to CDS (at its office in Toronto) on behalf of a Shareholder who desires to exercise his or her retraction privileges.

"Retraction Payment Date" means the date that is on or before the tenth Business Day in the month following a Retraction Date.

"RRIF" has the meaning given to such term under "Eligibility for Investment" in this Prospectus Supplement.

"RRSP" has the meaning given to such term under "Eligibility for Investment" in this Prospectus Supplement.

"Securities Lending Agreement" has the meaning given to such term under "Transfer Agent and Registrar, Custodian, Securities Lending Agent and Auditor" in this Prospectus Supplement.

"Shareholder" means a holder of a Preferred Share or a Class A Share and "Shareholders" means more than one holder of a Preferred Share or Class A Share.

"Tax Act" means the Income Tax Act (Canada) and the regulations thereunder, as the same may be amended from time to time.

"TFSA" has the meaning given to such term under "Eligibility for Investment" in this Prospectus Supplement.

"TSX" means the Toronto Stock Exchange.

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"Unit" means a notional unit consisting of one Preferred Share and one Class A Share.

"U.S." and "United States" means the United States of America, its territories and possessions.

"U.S. person" has the meaning given to such term in Regulation S under the 1933 Act.

"Valuation Date" means, at a minimum, Thursday of each week, or if any Thursday is not a Business Day, the immediately preceding Business Day, and includes any other date on which the Manager elects, in its discretion, to calculate the NAV per Unit.

"volatility" means, in respect of the price of a security, a numerical measure of the tendency of the price to vary over time.

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IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE

ACCOMPANYING SHORT FORM BASE SHELF PROSPECTUS

This document is in two parts. The first part is the Prospectus Supplement, which describes certain terms of the Preferred Shares and Class A Shares that the Company is offering and also adds to and updates certain information contained in the Prospectus and the documents incorporated by reference herein and therein. The second part is the Prospectus, which provides more general information. The accompanying short form base shelf prospectus is referred to as the "Prospectus" in this Prospectus Supplement.

If the description of the Preferred Shares and Class A Shares varies between this Prospectus Supplement and the Prospectus, you should rely on the information in this Prospectus Supplement.

FORWARD LOOKING STATEMENTS

Certain of the statements contained in this Prospectus Supplement may be forward-looking statements. The use of words such as "may," "will," "should," "could," "anticipate," "believe," "expect," "intend," "plan," "potential," "continue" and similar expressions have been used to identify these forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in the forward-looking statements including, but not limited to, changes in general economic and market conditions and other risk factors. Although the Manager believes the expectations reflected in the forward-looking statements are reasonable, no assurance can be given that actual results will be consistent with these expectations and forward-looking statements. Potential subscribers should not place undue reliance on forward- looking statements. These forward-looking statements are made as of the date hereof and the Company and the Manager assume no obligation to update or revise them to reflect new events or circumstances except as may be required by applicable law.

ELIGIBILITY FOR INVESTMENT

In the opinion of Osler, Hoskin & Harcourt LLP, counsel to the Company, and Stikeman Elliott LLP, counsel to the Agent, provided that the Company qualifies as a "mutual fund corporation" within the meaning of the Tax Act or if the Preferred Shares or the Class A Shares are listed on a "designated stock exchange" within the meaning of the Tax Act (which currently includes the TSX), such shares would be a qualified investment under the Tax Act and the regulations thereunder for trusts governed by registered retirement savings plans ("RRSP"), registered retirement income funds ("RRIF"), deferred profit sharing plans, registered disability savings plans ("RDSP"), tax-free savings accounts ("TFSA"), first home savings accounts ("FHSA") and registered education savings plans ("RESP", and collectively, "Registered Plans").

Notwithstanding that the Preferred Shares or the Class A Shares may be qualified investments for a trust governed by a TFSA, FHSA, RRSP, RDSP, RESP or RRIF, the holder of a TFSA, FHSA, or RDSP, the subscriber of a RESP or the annuitant of a RRSP or RRIF (a "controlling individual") will be subject to a penalty tax in respect of the Preferred Shares or the Class A Shares, as the case may be, held in the TFSA, FHSA, RESP, RDSP, RRSP or RRIF, as the case may be, if such shares are a "prohibited investment" within the meaning of the prohibited investment rules in the Tax Act. The Preferred Shares or the Class A Shares will not be a "prohibited investment" under the Tax Act for a TFSA, FHSA, RESP, RDSP, RRSP or RRIF provided the controlling individual of the applicable Registered Plan deals at arm's length with the Company and does not have a "significant interest" (within the meaning of the prohibited investment rules in the Tax Act) in the Company.

DOCUMENTS INCORPORATED BY REFERENCE

This Prospectus Supplement is deemed, as of the date hereof, to be incorporated by reference into the Prospectus for the purposes of the distribution of the Preferred Shares and Class A Shares offered hereby. Other documents are also incorporated or deemed to be incorporated by reference into the Prospectus and reference should be made to the Prospectus for full details.

The following documents filed with the securities commissions or similar authorities in each of the provinces and territories of Canada are specifically incorporated by reference into and form an integral part of this Prospectus Supplement and the Prospectus:

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1. the annual information form of the Company dated March 25, 2024 for the year ended December 31, 2023;
2. the annual financial statements of the Company, together with the accompanying report of the auditor, for the fiscal years ended December 31, 2023 and December 31, 2022; and
3. the management report of fund performance of the Company dated March 18, 2024 for the fiscal years ended December 31, 2023 and December 31, 2022.

Any of the documents of the type referred to above, including any material change reports (excluding confidential material change reports), annual information forms, interim and annual financial statements and related management reports of fund performance, designated news releases (within the meaning of Companion Policy 44-102CP to NI 44- 102), business acquisition reports and information circulars filed by the Company with a securities commission or similar authority in Canada after the date of this Prospectus Supplement and prior to the termination of the Offering, will be deemed to be incorporated by reference in this Prospectus Supplement.

Any statement contained in this Prospectus Supplement, the Prospectus or in a document incorporated or deemed to be incorporated by reference in this Prospectus Supplement or the Prospectus shall be deemed to be modified or superseded for the purposes of this Prospectus Supplement or the Prospectus, as the case may be, to the extent that a statement contained in this Prospectus Supplement or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this Prospectus Supplement modifies or supersedes that statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed to be an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus Supplement or the Prospectus.

Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of the Company at its head office located at Bay Wellington Tower, Brookfield Place, 181 Bay Street, Suite 2930, Toronto, Ontario M5J 2T3, or by calling 1-866-642-6001, and are also available electronically at www.sedarplus.ca.

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THE COMPANY

The Company is a mutual fund corporation incorporated under the laws of the Province of Ontario on January 19, 2007 with a registered office located at Bay Wellington Tower, Brookfield Place, 181 Bay Street, Suite 2930, Toronto, Ontario M5J 2T3.

On January 13, 2022, the Company completed a public offering of 2,382,400 Class A Shares and 2,382,400 Preferred Shares raising aggregate gross proceeds of approximately $40.5 million.

On April 6, 2022, the Company completed a public offering of 1,788,100 Class A Shares and 1,788,100 Preferred Shares raising aggregate gross proceeds of approximately $30 million.

On August 10, 2023, the Board of Directors announced the extension of the term of the Class A Shares and Preferred Shares from April 29, 2024 to April 27, 2029.

On February 28, 2024, the Company announced that in connection with the extension of the term of the Company to April 27, 2029 the distribution rate for the Preferred Shares would be $0.70 per Preferred Share per annum.

The Company received retraction notices for an aggregate of 2,586,362 Preferred Shares and 2,074,010 Class A Shares in connection with the non-concurrent retraction right on April 29, 2024 (the "2024 Retraction").

The Preferred Shares and Class A Shares are listed on the TSX under the symbols "LCS.PR.A" and "LCS", respectively. The attributes of the Preferred Shares and the Class A Shares are described under "Description of the Shares of the Company".

Investment Objectives

The investment objectives for the Preferred Shares are to provide their holders with fixed cumulative preferential quarterly cash distributions in the amount of $0.175 per Preferred Share ($0.70 per annum) until April 27, 2029 and to return the original issue price to holders of Preferred Shares on the Maturity Date.

The investment objectives for the Class A Shares are to provide their holders with regular monthly cash distributions targeted to be $0.075 per Class A Share and to provide holders of Class A Shares with the opportunity for growth in NAV per Class A Share.

Investment Guidelines

In order to achieve its investment objectives, the Company invests in a portfolio (the "Portfolio"), on an approximately equal weighted basis, of common shares consisting of the four Canadian life insurance companies (Great-West Lifeco Inc., iA Financial Corporation Inc., Manulife Financial Corporation and Sun Life Financial Inc.).

The Manager is responsible for maintaining the Portfolio in accordance with the Investment Guidelines and Rebalancing Criteria and, at its discretion, selectively writes covered call options and cash covered put options from time to time in respect of the shares included in the Portfolio in order to generate additional distributable income for the Company. The Company may from time to time hold cash and cash equivalents.

Investment Restrictions

The Company is subject to certain Investment Restrictions that, among other things, limit the equity securities and other securities that the Company may acquire for the Portfolio. The Company's Investment Restrictions may not be changed without the approval of the holders of Preferred Shares and Class A Shares, each voting separately as a class by an Extraordinary Resolution, at a meeting called for such purpose.

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