Before considering an investment in the Fund, you should understand that you could lose money.

New Fund Risk: The Fund is a new fund which may result in additional risk. There can be no assurance that the Fund will grow to an economically viable size, in which case the Fund may cease operations. In such an event, investors may be required to liquidate or transfer their investments at an inopportune time. 

No Operating History Risk: The Fund is a recently organized, non-diversified, closed end management investment company with no operating history. It is designed for long term investing and not as a vehicle for trading. Shares of closed end investment companies frequently trade at a discount from their NAV. This risk may be greater for investors expecting to sell their shares in a relatively short period of time after completion of the public offering.

Limited Term Risk: Unless action is otherwise taken by the Board in accordance with the Declaration of Trust, the Fund will commence the process of liquidation and dissolution at the close of business on the Termination Date. The Fund will not seek to return an initial investment in common shares by an investor on the Termination Date. Instead, the Fund will distribute an amount equal to the Fund’s NAV at that time, which may be greater or less than an investor’s initial investment.

Infrastructure Industry Risk: The Fund is particularly exposed to adverse economic, regulatory, political, legal, geographical, and other changes affecting the issuers of infrastructure related securities. Infrastructure related companies are subject to a variety of factors that may adversely affect their business or operations, including high interest costs in connect ion with capital construction programs, difficulties in obtaining financing for construction programs, costs associated with environmental and other regulations, the effects of economic slowdown, surplus capacity, increased competition from other providers of services, uncertainties concerning the availability of fuel at reasonable prices, the effects of energy conservation policies, changes in market sentiment and other factors. Additionally, infrastructure related companies may be subject to regulation by various governmental authorities, may also be affected by governmental regulation of rates charged to customers, service interruption, and/or legal challenges due to environmental, operational, the imposition of special tariffs and changes in tax laws, regulatory policies, and accounting standards. There is also the risk that corruption may negatively affect infrastructure projects, resulting in delays and cost overruns.

Leverage Risk: The use of leverage creates an opportunity for increased common share net investment income dividends, but also creates risks for the holders of common shares. Leverage is a speculative technique that exposes the Fund to greater risk, and increased costs. Leverage may cause greater changes in the Fund’s NAV. The Fund will also have to pay inter est on its borrowings, if any, which may reduce the Fund’s return.

Equity Securities Risk: Equity securities prices have historically experienced periods of significant volatility, particularly during recessions or other periods of financial stress. Common stock prices, like other equity securities may be affected by macroeconomics and other factors affecting the stock market in general, including financial or political conditions that m ay affect particular industries, or the economy in general. Preferred stocks are subject to issuer specific risks, in addition to the general equity risks, and unlike common stocks, participation in the growth of an issuer may be limited.

Foreign Securities Risk: Foreign securities can be subject to greater risks than U.S. investments, including currency fluctuations, less liquid trading markets, greater price volatility, political and economic instability, less publicly available information, and changes in tax or currency laws or monetary policy. These risks are likely to be greater for emerging markets than in developed markets. 

Convertible Securities Risk: The value of a convertible security, which is a form of hybrid security (i.e., a security with both debt and equity characteristics), typically increases or decreases with the price of the underlying common stock. In general, a convertible security is subject to the market risks of stocks, and its price may be as volatile as that of the underlying stock, when the underlying stock’s price is high relative to the conversion price, and a convertible security is subject to the market risks of debt securities, and is particularly sensitive to changes in interest rates, when the underlying stock ’s price is low relative to the conversion price. The general market risks of debt securities that are common to convertible securities include, but are not limited to, interest rate risk and credit risk, they are subject to the risk that the issuer will not be able to pay interest or dividends when due; and their market value may change based on changes in the issuer’s credit rating or the market’s perception of the issuer’s creditworthiness.

Debt Securities Risk: The risks involved with investing in debt securities include (without limitation) Credit risk the risk that an issuer, guarantor, or liquidity provider of a debt security may be unable or unwilling, or may be perceived (whether by market participants, ratings agencies, pricing services or otherwise) as unable or unwilling, to make timely principal and/or interest payments, or to otherwise honor its obligations.

Maturity Risk: The risk that the average expected repayment date of the Fund’s portfolio, taking into account the expected final repayment dates of the securities in the portfolio. A debt security with a longer maturity may fluctuate in value more than a debt security with a shorter maturity. Therefore, the NAV of the Fund that holds debt securities with a longer average maturity may fluctuate in value more than the NAV of the Fund that holds debt securities with a shorter average maturity.

Investment and Market Discount Risk: An investment in the Fund’s Common Shares is subject to investment risk, including the possible loss of the entire principal amount that you invest. As with any stock, the price of the Fund’s Common Shares will fluctuate with market conditions and other factors. At any point in time an investment in the Fund’s Common Share s m ay be worth less than the original amount invested, even after taking into account distributions paid by the Fund. The Fund uses leverage, which will magnify the Fund’s investment, market, and certain other risks.

Management Risk: The Fund is subject to management risk because it is an actively managed portfolio.

Dividend Paying Securities Risk: Dividends the Fund receives on common stocks are not fixed but are declared at the discretion of an issuer’s board of directors. There is no guarantee that the issuers of the securities held by the Fund will declare dividends in the future or that, if dividends are declared, they will remain at their current levels or increase over time. The Fund’s emphasis on dividend paying securities could cause the Fund to underperform versus similar funds that invest without consideration of a company’s track record of paying dividends or ability to pay dividends in the future. Dividend paying securities may not participate in a broad market advance to the same degree as other securities, and a sharp rise in interest rates or an economic downturn could cause a company to unexpectedly reduce or eliminate its dividend.

Discount from Net Asset Value Risk: Shares of closed end investment companies frequently trade at a discount from their net asset value. This characteristic is a risk separate and distinct from the risk that the Fund’s NAV per Common Share could decrease as a result of its investment activities and may be greater for investors expecting to sell their Common Shares in a relatively short period of time following completion of this offering. The net asset value per Common Share will be reduced immediately following this offering as a result of the payment of certain offering costs. Although the value of the Fund’s net assets is generally considered by market participants in determining whether to purchase or sell Common Shares, whether investors will realize gains or losses upon the sale of the Common Shares will depend entirely upon whether the market price of the Common Shares at the time of sale is above or below the investor’s purchase price for the Common Shares. Because the market price of the Common Shares will be determined by factors such as net as set value, dividend and distribution levels and their stability (which will in turn be affected by levels of dividend and interest payments by the Fund’s portfolio holdings, the timing and success of the Fund’s investment strategies, regulations affecting the timing and character of Fund distributions, Fund expenses and other factors), supply of and demand for the Common Shares, trading volume of the Common Shares, general market, interest rate and economic conditions and other factors that may be beyond the control of the Fund, the Fund cannot predict whether the Common Shares will trade at, below or above net asset value or at, below or above the initial public offering price.

Emerging Markets Risk: The risks of foreign investments (or exposure to foreign investments) are usually much greater when they are made in (or result in exposure to) emerging markets. Investments in emerging markets may be considered speculative. Emerging markets are riskier than more developed markets because they tend to develop unevenly and may never fully develop. They are more likely to experience high rates of inflation and currency devaluations, which may adversely affect returns. In addition, many emerging markets have far lower trading volumes and less liquidity than developed markets, may be more likely to suffer sharp and frequent price changes or long-term price depression due to possible adverse publicity, investor perceptions, or the actions of a few large investors. Also, there may, be less publicly available information about issuers in emerging markets, and such issuers may not be subject to accounting, auditing, recordkeeping, and financial reporting standards and requirements comparable to those to which companies in developed markets are.