Brompton Lifeco Split : Prospectus Supplement

This prospectus supplement together with the short form base shelf prospectus to which it relates dated August 31, 2021, 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 August 31, 2021 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.sedar.com.

New Issue	PROSPECTUS SUPPLEMENT	January 7, 2022
	(To a Short Form Base Shelf Prospectus dated August 31, 2021)

$40,500,800 (Maximum)

Up to 2,382,400 Preferred Shares and 2,382,400 Class A Shares

This prospectus supplement (this "Prospectus Supplement"), together with the short form base shelf prospectus dated August 31, 2021, qualifies the distribution of up to 2,382,400 preferred shares (the "Preferred Shares") and up to 2,382,400 class A shares (the "Class A Shares") of Brompton Lifeco Split Corp. (the "Company") at a price of $10.05 per Preferred Share and $6.95 per Class A Share (the "Offering"). Preferred Shares and Class A Shares are issued only on the basis that an equal number of Preferred Shares and Class A Shares will be outstanding at all times. The Company is a mutual fund corporation incorporated under the laws of the Province of Ontario.

The Company invests in a portfolio (the "Portfolio") consisting of common shares of four Canadian life insurance companies. As of December 31, 2021, the Portfolio consisted of common shares of the following four Canadian life insurance companies:

Great-West Lifeco Inc.	Manulife Financial Corporation
iA Financial Corporation Inc.	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 January 6, 2022, the closing price on the TSX of the Preferred Shares was $10.21 and of the Class A Shares was $7.09. The most recently calculated NAV per Unit (as defined herein) prior to the pricing of the Offering on December 30, 2021 was $16.40. 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 on or before April 7, 2022.

Prices: $10.05 per Preferred Share

$6.95 per Class A Share

(continued on next page)

(continued from cover)
	Price					Net Proceeds
	to the Public(1)		Agents' Fee	to the Company(2)
Per Preferred Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$10.05			$0.3015			$9.7485
Total Maximum Offering(3)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$23,943,120	$718,294		$23,224,826
Per Class A Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$6.95		$0.2780		$6.6720
Total Maximum Offering(3)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$16,557,680	$662,307		$15,895,373

Notes:

1. The Offering prices were established by negotiation between the Company and the Agents (as defined herein). The Offering price per Unit (as defined herein) is equal to or exceeds the most recently calculated NAV per Unit as at December 30, 2021 (as adjusted for dividends accrued or payable prior to or upon closing of the Offering), plus the per Unit Agents' fee and the expenses of the Offering.
2. Before deducting the expenses of the Offering which are estimated to be $135,000. Such expenses, together with the Agents' fee, will be paid out of the proceeds of the Offering, provided however that the expenses of the Offering to be borne by the Company shall not exceed 1.5% of the gross proceeds of the Offering. Any such excess expenses shall be paid for by Brompton Funds Limited, the manager of the Company. As a result of the priority of the Preferred Shares, the expenses of the Offering will effectively be borne by holders of the Class A Shares (for so long as the NAV per Unit exceeds the Preferred Share Offering price plus accrued and unpaid distributions thereon) and the net asset value per Class A Share will reflect the expenses of the Offering of both the Preferred Shares and Class A Shares.
3. There is no minimum amount of funds that must be raised under this Offering. This means that the Company could complete this Offering after raising only a small portion of the offering amount set out above.
4. The Company has granted the Agents an option (the "Over-Allotment Option"), exercisable for a period of 30 days from the closing of the Offering, to purchase up to an additional 15% of the number of Preferred Shares and Class A Shares issued at the closing of the Offering on the same terms as set forth above, which additional Preferred Shares and Class A Shares are qualified for sale under this Prospectus Supplement. If the Over-Allotment Option is exercised in full, the total price to the public under the Offering will be $46,575,920, the Agents' fee will be $1,587,691 and the net proceeds to the Company, before expenses of the Offering, will be $44,988,229. A purchaser who acquires Preferred Shares or Class A Shares forming part of the Agents' over- allocation position acquires such shares under this Prospectus Supplement, regardless of whether the Agents' over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. See "Plan of Distribution".

The following table sets forth certain terms of the Over-Allotment Option, including the maximum size, the exercise period and the exercise price:

Agents' Position		Maximum Size		Exercise Period		Exercise Price
Over-Allotment Option . . . . . . . . . . . . . . . . . . . . .	357,360	Preferred Shares	Within 30 days of Closing	$10.05 per Preferred Share
Over-Allotment Option . . . . . . . . . . . . . . . . . . . . .	357,360	Class A Shares	Within 30 days of Closing	$6.95 per Class A Share

RBC Dominion Securities Inc., CIBC World Markets Inc., National Bank Financial Inc., Scotia Capital Inc., Hampton Securities Limited, Canaccord Genuity Corp., BMO Nesbitt Burns Inc., Raymond James Ltd., TD Securities Inc., iA Private Wealth Inc., Echelon Wealth Partners Inc., Richardson Wealth Limited, Manulife Securities Incorporated and Research Capital Corporation (collectively, the "Agents") conditionally offer the Preferred Shares and the Class A Shares, subject to prior sale, on a best efforts basis, if, as and when issued by the Company and accepted by the Agents in accordance with the conditions contained in the Agency Agreement and subject to the approval of certain legal matters by Osler, Hoskin & Harcourt LLP, on behalf of the Company, and Stikeman Elliott LLP, on behalf of the Agents. Subject to applicable laws, in connection with the distribution of the Preferred Shares and the Class A Shares, the Agents may over-allot or effect transactions as described under "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".

Subscriptions will be received for the Preferred Shares and Class A Shares offered hereby, subject to rejection or allotment in whole or in part, and the right is reserved to close the subscription books at any time without notice. Closing of the Offering is expected to take place on January 13, 2022 but in any event no later than February 3, 2022. A purchaser of Preferred Shares or Class A Shares will receive only a customer confirmation from the registered dealer who is a CDS Participant (as defined herein) and from or through whom the Preferred Shares or Class A Shares are purchased.

TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
GLOSSARY OF TERMS.........................................................................................................................................	S-1
IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE
ACCOMPANYING SHORT FORM BASE SHELF PROSPECTUS .......................................................	S-5
FORWARD LOOKING STATEMENTS ................................................................................................................	S-5
ELIGIBILITY FOR INVESTMENT........................................................................................................................	S-5
DOCUMENTS INCORPORATED BY REFERENCE ...........................................................................................	S-5
THE COMPANY .....................................................................................................................................................	S-7
INVESTMENT OVERVIEW ..................................................................................................................................	S-8
CONSOLIDATED CAPITALIZATION .................................................................................................................	S-9
USE OF PROCEEDS .............................................................................................................................................	S-10
DESCRIPTION OF THE SHARES OF THE COMPANY....................................................................................	S-10
DISTRIBUTION HISTORY ..................................................................................................................................	S-15
EARNINGS COVERAGE RATIOS ......................................................................................................................	S-15
TRADING PRICES AND VOLUMES ..................................................................................................................	S-15
PLAN OF DISTRIBUTION ...................................................................................................................................	S-16
CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ...........................................................................	S-17
EXCHANGE OF TAX INFORMATION ..............................................................................................................	S-20
RISK FACTORS ....................................................................................................................................................	S-20
INTEREST OF EXPERTS .....................................................................................................................................	S-20
TRANSFER AGENT AND REGISTRAR, CUSTODIAN, SECURITIES LENDING AGENT AND
AUDITOR ................................................................................................................................................	S-21
PURCHASERS' STATUTORY RIGHTS .............................................................................................................	S-21
CERTIFICATE OF THE AGENTS ........................................................................................................................	C-1
PROSPECTUS
GLOSSARY OF TERMS ............................................................................................................................................	1
FORWARD LOOKING STATEMENTS ....................................................................................................................	4
DOCUMENTS INCORPORATED BY REFERENCE ...............................................................................................	4
THE COMPANY .........................................................................................................................................................	6
DESCRIPTION OF THE SHARES OF THE COMPANY .........................................................................................	8
DESCRIPTION OF SHARE CAPITAL ....................................................................................................................	12
USE OF PROCEEDS.................................................................................................................................................	12
PLAN OF DISTRIBUTION ......................................................................................................................................	12
ORGANIZATION AND MANAGEMENT OF THE COMPANY ..........................................................................	13
RISK FACTORS........................................................................................................................................................	14
FEES AND EXPENSES ............................................................................................................................................	19
LEGAL MATTERS ...................................................................................................................................................	19
PURCHASERS' STATUTORY RIGHTS.................................................................................................................	19
CERTIFICATE OF THE COMPANY AND THE MANAGER .............................................................................	C-1

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.

"Agency Agreement" has the meaning given to such term under "Plan of Distribution" in this Prospectus Supplement.

"Agents" means collectively, RBC Dominion Securities Inc., CIBC World Markets Inc., National Bank Financial Inc., Scotia Capital Inc., Hampton Securities Limited, Canaccord Genuity Corp., BMO Nesbitt Burns Inc., Raymond James Ltd., TD Securities Inc., iA Private Wealth Inc., Echelon Wealth Partners Inc., Richardson Wealth Limited, Manulife Securities Incorporated and Research Capital Corporation.

"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

(c) other cash cover as defined in NI 81-102.

"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.

"Closing Date" means January 13, 2022 or such other date as may be agreed to by the Company and the Agents, but

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in any event no later than February 3, 2022.

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

"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 66 2/3% of the votes cast, either in person or by proxy, at a meeting of shareholders called for the purpose of approving such resolution.

"IFRS" has the meaning given to such term under "Earnings Coverage Ratios" 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.

"Lifecos" has the meaning given to such term under "Investment Overview" 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 29, 2024, subject to extension for successive terms of up to five years as determined by the Board of Directors. See "The Company - Maturity Date".

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

"Net Asset Value" or "NAV" means the specified net asset value which, on any date, will be equal to the difference between the aggregate value of the assets of the Company and the aggregate value of the liabilities of the Company on that date. The Net Asset Value of the Company on a particular date will be equal to (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 2,382,400 Preferred Shares and 2,382,400 Class A Shares as contemplated in

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