Brompton Split Banc : Final Base Shelf Prospectus

This short form base shelf prospectus has been filed under legislation in each of the provinces and territories of Canada that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form base shelf prospectus constitutes a public offering of these securities only in those jurisdictions where they may be offered for sale and therein only by persons permitted to sell such securities.

Information has been incorporated by reference in this short form base shelf prospectus 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 Split Banc 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

SHORT FORM BASE SHELF PROSPECTUS

April 27, 2023

$300,000,000

Preferred Shares and Class A Shares

During the 25-month period that this short form base shelf prospectus, including any amendments hereto, remains effective, Brompton Split Banc Corp. (the "Company") may from time to time offer and issue preferred shares ("Preferred Shares") and class A shares ("Class A Shares") in an aggregate principal amount of up to $300,000,000. Preferred Shares and Class A Shares may be offered in such amount as may be determined in light of market conditions. The specific terms of the Preferred Shares and Class A Shares in respect of which this short form base shelf prospectus is being delivered will be set forth in one or more prospectus supplements (each a "Prospectus Supplement") to be delivered to purchasers together with this short form base shelf prospectus, and may include, where applicable, the aggregate offered amount, the number of Preferred Shares and Class A Shares offered, the issue price, the dividend rate, the dividend payment dates and any terms for redemption at the option of the Company or the holder. Each such Prospectus Supplement will be incorporated by reference into this short form base shelf prospectus for the purposes of securities legislation as of the date of each such Prospectus Supplement and only for the purposes of the distribution of Preferred Shares and Class A Shares to which such Prospectus Supplement pertains.

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, on an approximately equally weighted basis, in a portfolio (the "Portfolio") consisting of common shares of the six largest Canadian banks (currently, Bank of Montreal, Canadian Imperial Bank of Commerce, National Bank of Canada, Royal Bank of Canada, The Bank of Nova Scotia and The Toronto Dominion Bank). In addition, the Company may hold up to 10% of the total assets of the Portfolio in investments in global financial companies for the purposes of enhanced diversification and return potential, at the discretion of Brompton Funds Limited, the manager of the Company.

The Company may sell Preferred Shares and Class A Shares to or through underwriters or dealers or directly to investors or through agents. The Prospectus Supplement relating to the Preferred Shares and Class A Shares offered by the Company will identify each person who may be deemed to be an underwriter with respect to such Preferred Shares and Class A Shares and will set forth the terms of the offering of such Preferred Shares and Class A Shares, including, to the extent applicable, the offering price, the proceeds to the Company, the underwriting commissions and any other fees, discounts or concessions to be allowed or reallowed to dealers. The sale of Preferred Shares and Class A Shares may be effected from time to time in one or more transactions at non-fixed prices pursuant to transactions that are deemed to be "at-the-market distributions" as defined in National Instrument 44-102Shelf Distributions ("NI 44-102"), including sales made directly on the Toronto Stock Exchange (the "TSX") or other

existing trading markets for the Preferred Shares and Class A Shares, and as set forth in a Prospectus Supplement for such purpose. The lead underwriter or lead agent or underwriters or agents with respect to the Preferred Shares and Class A Shares sold to or through underwriters or agents will be named in the related Prospectus Supplement. See "Plan of Distribution".

Subject to applicable laws, in connection with any offering of Preferred Shares and Class A Shares, other than an "at- the-market distribution" of Preferred Shares and Class A Shares, the underwriters or agents may over-allot or effect transactions which stabilize or maintain the market price of the Preferred Shares and/or Class A Shares offered at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time.

Sales of Preferred Shares and Class A Shares under an "at-the-market distribution", if any, will be made pursuant to an accompanying Prospectus Supplement. Sales of Preferred Shares and Class A Shares under any "at-the-market" program will be made in transactions that are deemed to be "at-the-market distributions" as defined in NI 44-102. The volume and timing of any "at-the-market distributions" will be determined at the Company's sole discretion.

No underwriter or agent involved in an "at-the-market distribution", no affiliate of such underwriter or agent and no person or company acting jointly or in concert with such underwriter or agent may over-allot Preferred Shares or Class A Shares in connection with the distribution or may effect any other transactions that are intended to stabilize or maintain the market price of the Preferred Shares or Class A Shares in connection with an "at-the-market distribution".

The Preferred Shares and the Class A Shares are listed on the TSX under the symbols SBC.PR.A and SBC, respectively. On April 26, 2023, the closing price on the TSX of the Preferred Shares was $9.86 and of the Class A Shares was $10.74.

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 short form base shelf prospectus. See "Risk Factors".

All shelf information permitted under applicable law to be omitted from this short form base shelf prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this prospectus. Each Prospectus Supplement will be incorporated by reference into this short form base shelf prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of the Preferred Shares and Class A Shares to which the Prospectus Supplement pertains.

TABLE OF CONTENTS
GLOSSARY OF TERMS	1
FORWARD LOOKING STATEMENTS	5
DOCUMENTS INCORPORATED BY REFERENCE	5
THE COMPANY	7
DESCRIPTION OF THE SHARES OF THE COMPANY	9
DESCRIPTION OF SHARE CAPITAL	13
USE OF PROCEEDS	13
PLAN OF DISTRIBUTION	13
ORGANIZATION AND MANAGEMENT OF THE COMPANY	15
RISK FACTORS	15
EXCHANGE OF TAX INFORMATION	20
FEES AND EXPENSES	20
LEGAL MATTERS	21
PURCHASERS' STATUTORY RIGHTS	21
CERTIFICATE OF THE COMPANY AND THE MANAGER	C-1

GLOSSARY OF TERMS

In this short form base shelf prospectus, the following terms have the meanings set forth below, unless otherwise indicated. Unless otherwise indicated, all references to dollar amounts in this short form base shelf prospectus are to Canadian dollars.

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

"Annual Retraction Date" means the second last Business Day of November 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 "Organization and Management of the Company - Auditor" in this Short Form Base Shelf Prospectus.

"Banks" has the meaning given to such term under "The Company - Investment Guidelines" in this short form base shelf prospectus.

"Black-ScholesModel" means a widely used option pricing model developed by Fischer Black and Myron Scholes in 1973. The model can be used to calculate the theoretical value of an option based on the current price of the underlying security, the strike price and term of the option, prevailing interest rates and the volatility of the price of the underlying security.

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

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

"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.

"CDS" means CDS Clearing and Depository Services Inc.

"CDS Participant" means a participant in CDS.

"Class A Redemption" has the meaning given to such term under "Description of the Shares of the Company - Certain Provisions of the Class A Shares - Redemptions" in this short form base shelf prospectus.

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

"Class B Shares" means the class B shares of the Company, issuable in series.

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"Class C Shares" means the class C shares of the Company, issuable in series.

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

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

"CRA" means the Canada Revenue Agency.

"CRS Rules" has the meaning given to such term under "Exchange of Tax Information" in this short form base shelf prospectus.

"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.

"Distribution(s)" means the cash and in specie distributions which are paid by the Company to Shareholders.

"Equity Distribution Agreement" has the meaning given to such term under "The Company" in this short form base shelf prospectus.

"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 "Exchange of Tax Information" in this short form base shelf prospectus.

"IRC" means the independent review committee established by the Manager for the Company pursuant to NI 81-107.

"Investment Guidelines" means the investment guidelines of the Company described under "The Company - Investment Guidelines" in this short form base shelf prospectus.

"Investment Objectives" means the investment objectives of the Company described under "The Company - Investment Objectives" in this short form base shelf prospectus.

"Investment Restrictions" means the investment restrictions of the Company, including without limitation those described under "The Company - Investment Restrictions" in this short form base shelf prospectus.

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

"Management Agreement" means the management agreement dated as of October 27, 2005 between the Company and the Manager, as it may be amended from time to time.

"Management Fee" has the meaning given to such term under "Fees and Expenses - Management Fee" in this short form base shelf prospectus.

"Maturity Date" means November 29, 2027, 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 short form base shelf prospectus.

"NAV" means net asset value.

"NAV per Unit" means (a) if the NAV of the Company is less than or equal to the aggregate redemption price of all Preferred Shares (and any other preferred shares of any other class so designated by the Company) then outstanding and any accrued and unpaid distributions thereon (the "Preferred Share Amount"), the NAV per Unit is calculated by dividing the NAV of the Company by the number of Preferred Shares (and any other preferred shares of any other

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