Aberdeen Standard Global Infrastructure Public Private Income Fund (Form: N-2, Received: 11/15/2019 14:51:14)

As filed with the Securities and Exchange Commission on November 15, 2019

Securities Act Registration No. 333-

Investment Act Registration No. 811-23490

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form N-2

x	REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
o	PRE-EFFECTIVE AMENDMENT NO.
o	POST-EFFECTIVE AMENDMENT NO.

and/or

x	REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
o	AMENDMENT NO.

Aberdeen Standard Global Infrastructure Public Private Income Fund

Registrant Exact Name as Specified in Charter

1900 Market Street, Suite 200
Philadelphia, PA 19103

Address of Principal Executive Offices (Number, Street, City, State, Zip Code)

(800) 522-5465
Registrant’s Telephone Number, including Area Code

Lucia Star, Esquire

c/o Aberdeen Standard Investments Inc.

1900 Market Street, Suite 200

Philadelphia, Pennsylvania 19103
Name and Address (Number, Street, City, State, Zip Code) of Agent for Service

Copies of Communications to:

Margery Neale, Esquire

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this registration statement.

o Check box if any of the 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, other than securities offered in connection with a dividend reinvestment plan.

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

o When declared effective pursuant to section 8(c)

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

Title of Securities Being Registered	Amount Being Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price(1)		Amount of Registration Fee(2)
Common shares, $0.001 par value per share	n/a	n/a	$	1,000,000	$	129.80

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933.

(2) Paid herewith.

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 this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION
Preliminary Prospectus dated November 15, 2019

[ ] Shares

Aberdeen Standard Global Infrastructure Public Private Income Fund

Common Shares of Beneficial Interest

$[ ] per Share

Investment Objective. Aberdeen Standard Global Infrastructure Public Private Income Fund (the “Fund”) is a newly organized, non-diversified, closed-end management investment company. The Fund’s investment objective is to seek to provide a high level of total return with an emphasis on current distributions. There is no assurance that the Fund will achieve its investment objective.

Investment Strategies. The Fund seeks to achieve its investment objective by investing in a portfolio of income-producing public and private infrastructure equity investments across the globe. Under normal conditions, at least 80% of the Fund’s net assets (plus the amount of any borrowings for investment purposes) will be invested in U.S. and non-U.S. infrastructure-related issuers. The Fund considers an issuer to be infrastructure-related if (i) at least 50% of the issuer’s assets consist of infrastructure assets or (ii) at least 50% of the issuer’s gross income or net profits are attributable to or derived, directly or indirectly, from the ownership, management, construction, development, operation, utilization or financing of infrastructure assets. Infrastructure assets are the physical structures and networks that provide necessary services to society. (continued on following page)

No Prior History. Prior to this offering, there has been no public or private market for the Fund’s common shares. The Fund’s common shares are expected to be listed on the New York Stock Exchange under the trading or “ticker” symbol “[ ],” subject to notice of issuance.

Investing in the Fund’s securities involves certain risks. You could lose some or all of your investment. See “Risk Factors” beginning on page 19 of this prospectus. You should consider carefully these risks, together with all of the other information contained in this prospectus before making a decision to purchase the Fund’s securities.

Shares of closed-end management investment companies frequently trade at prices lower than their net asset value or initial offering price. This discount risk may be greater for investors expecting to sell shares shortly after the completion of this offering.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	Per
	Share		Total(1)
Public offering price	$	[ ]	$	[ ]
Sales load(2)	[None]		[None]
Proceeds to the Fund(3)	$	[ ]	$	[ ]
(notes on following page)

The underwriter[s] expect to deliver the common shares to purchasers on or about [ ].

[ ]

The date of this prospectus is [ ].

(notes from previous page)

(1) The underwriters named in this prospectus have the option to purchase up to [ ] additional common shares at the public offering price within [ ] days from the date of this prospectus solely to cover over-allotments, if any. If the over-allotment option is exercised in full, the total public offering price and proceeds to us will be $[ ] and $[ ], respectively. See “Underwriters.”

(2) Aberdeen Standard Investments Inc. (“ASII” or the “Adviser”), the Fund’s investment adviser, and its affiliates (and not the Fund), have agreed to pay, from their own assets (a) compensation of $[ ] per share to the underwriters in connection with this offering, and separately (b) an upfront structuring and syndication fee to [ ], an upfront structuring fee to [ ], and an upfront fee to [ ]. These fees and compensation are not reflected under “Sales load” in the table above. See “Underwriters — Compensation to Be Paid by the Adviser.”

(3) ASII has agreed to pay all organizational expenses of the Fund and all offering costs associated with this offering. The Fund is not obligated to repay any such organizational expenses or offering costs paid by ASII.

(continued from previous page)

Investment Strategies (continued). Examples of infrastructure assets include, but are not limited to, transportation assets (e.g., toll roads, bridges, tunnels, parking facilities, railroads, rapid transit links, airports, refueling facilities and seaports), utility assets (e.g., electric transmission and distribution lines, power generation facilities, gas and water distribution facilities, sewage treatment plants), communications assets (e.g., wireless telecommunication services, cable and satellite networks, broadcast and wireless towers), energy infrastructure assets (e.g., pipelines) and social assets (e.g., courthouses, hospitals, schools, correctional facilities, stadiums and subsidized housing).

The Fund may invest in issuers located anywhere in the world, including issuers located in emerging markets. Under normal market conditions, the Fund will invest in issuers from at least three different countries and will invest significantly (at least 40% of its total assets—unless market conditions are not deemed favorable by the Adviser, in which case the Fund would invest at least 30% of its total assets) in non-U.S. issuers. A company is considered a non-U.S. issuer if Fund management determines that the company meets one or more of the following criteria:

· the company is organized under the laws of or has its principal place of business in a country outside the U.S.;

· the company has its principal securities trading market in a country outside the U.S.; and/or

· the company derives the majority of its annual revenue or earnings or assets from goods produced, sales made or services performed in a country outside the U.S.

It is currently anticipated that the Fund’s investments in emerging market issuers will not exceed 30% of the Fund’s total assets. At times, the Fund may have a significant amount of its assets invested in a single country or geographic region. The Fund may invest in securities denominated in U.S. Dollars and currencies of foreign countries.

The Fund’s investment portfolio generally will be comprised of the following:

· Public Infrastructure Investments. The Fund will invest in listed equity securities of infrastructure-related issuers. Equity securities in which the Fund intends to invest include primarily common stocks, preferred stocks and depositary receipts. The Fund may invest in securities of issuers of any market capitalization.

· Private/Direct Infrastructure Investments. The Fund will make direct investments in infrastructure assets through private transactions, which may include investments alongside other funds or accounts advised by the Adviser or its affiliates in certain infrastructure assets (“Co-Investment Opportunities”). A “private transaction” means an investment in infrastructure assets through the purchase of securities issued by a sponsor vehicle, including equity securities, warrants, bank or other indebtedness, conversion privileges and other rights, in a transaction that is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The Fund may also be offered an opportunity to invest in certain infrastructure assets in a private transaction on a stand-alone basis alongside other investors (“Stand-Alone Opportunities”, and together with “Co-Investment Opportunities, “Private Infrastructure Opportunities”). Unless and until the Fund receives an exemptive order from the Securities and Exchange Commission to co-invest in negotiated Co-Investment Opportunities (which cannot be assured), the Fund will only invest in Co-Investment Opportunities where the transaction is permitted under existing regulatory guidance, such as transactions in which price is the only negotiated term. Under normal market conditions, the

Fund currently intends to invest up to 25% of its total assets, measured at the time of investment, in Private Infrastructure Opportunities.

In addition, the Fund may use derivative instruments from time to time, primarily to hedge currency exposure, although it is not required to do so.

It is anticipated that the Fund will use leverage for investment purposes, primarily through borrowings from a bank, in an amount currently estimated to be approximately 10%-15% of its total assets.

Market Opportunity. ASII believes that there are special opportunities to benefit from global spending in infrastructure over the next several decades. Infrastructure promotes prosperity and growth and contributes to quality of life, including the social well-being, health and safety of citizens, and the quality of the environment. Infrastructure investment is not a luxury but a necessity for economic growth, productivity, competitiveness, social development and the elimination of poverty. Spending in the developed market countries is driven by the need to repair and upgrade their infrastructure in order to preserve their international competitiveness. Spending in the emerging market countries is driven by the need to build their infrastructure in order to facilitate the growth of their aspirational economies.

Term. The Fund’s Declaration of Trust provides that the Fund will have a limited period of existence and will dissolve as of the close of business fifteen (15) years from the effective date of the initial registration statement of the Fund (such date, including any extension, the “Termination Date”); provided, that the Board of Trustees (the “Board” or “Board of Trustees”) may vote to extend the Termination Date (1) for one period that may in no event exceed one year following the Termination Date, and (2) for one additional period that may in no event exceed six months, in each case without a vote of the Fund’s shareholders. On or before the Termination Date, the Fund will cease its investment operations, retire or redeem its leverage facilities, liquidate its investment portfolio (to the extent possible) and distribute all of its liquidated net assets to common shareholders of record in one or more distributions on or after the Termination Date. Notwithstanding the foregoing, if the Board of Trustees determines to cause the Fund to conduct an Eligible Tender Offer (as defined herein) and the Eligible Tender Offer is completed, the Board of Trustees may, in its sole discretion and without any action by the shareholders of the Fund, eliminate the Termination Date and provide for the Fund’s perpetual existence, subject to the terms and conditions described herein.

The Fund’s Declaration of Trust provides that an eligible tender offer (an “Eligible Tender Offer”) is a tender offer by the Fund to purchase up to 100% of the then-outstanding common shares of beneficial interest (“common shares”) of the Fund as of a date within the 12 months preceding the Termination Date. It is anticipated that shareholders who properly tender common shares in the Eligible Tender Offer will receive a purchase price equal to the net asset value per share as of a date following the expiration date of the Eligible Tender Offer and prior to the payment date. The Fund’s Declaration of Trust provides that, following an Eligible Tender Offer, the Fund must have at least $100 million of net assets to ensure its continued viability (the “Termination Threshold”). If the number of properly tendered common shares would result in the Fund’s net assets totaling less than the Termination Threshold, the Eligible Tender Offer will be terminated and no common shares will be repurchased pursuant to the Eligible Tender Offer. Instead, the Fund will begin (or continue) liquidating its investment portfolio and proceed to terminate on the Termination Date. If the number of properly tendered common shares would result in the Fund’s net assets totaling greater than the Termination Threshold, the Fund will purchase all common shares properly tendered and not withdrawn pursuant to the terms of the Eligible Tender Offer. Following the completion of an Eligible Tender Offer, the Board of Trustees may vote to eliminate the Termination Date without a vote of the Fund’s shareholders and cause the Fund to have a perpetual existence.

The Fund’s final distribution to common shareholders on the Termination Date and the amount paid to participating common shareholders upon completion of an Eligible Tender Offer will be based upon the Fund’s net asset value at such time. Depending on a variety of factors, including the performance of the Fund’s investment portfolio over the period of its operations, the amount distributed to common shareholders in connection with the Fund’s termination or paid to participating common shareholders upon completion of an Eligible Tender Offer may be less, and potentially significantly less, than an investor’s original investment. Additionally, given the nature of certain of the Fund’s investments, the amount actually distributed upon the Fund’s termination may be less than the Fund’s net asset value per share on the Termination Date, and the amount actually paid upon completion of an Eligible Tender Offer may be less than the Fund’s net asset value per share on the expiration date of the Eligible Tender Offer. See “Risk Factors— Investment Risks—General—Limited Term and Tender Offer Risks.”

Distributions. The Fund intends to distribute monthly all or a portion of its net investment income, including current gains, to common shareholders. The Fund’s monthly distributions may include return of capital, which represents a return of a shareholder’s original investment in the Fund. In addition, on an annual basis, the Fund intends to distribute in the last

calendar quarter realized net capital gains, if any. See “Distributions.”

Leverage. The borrowing of money and issuance of preferred shares of beneficial interest (“preferred shares”) and debt securities represent the leveraging of the Fund’s common shares. The Fund reserves the right at any time to use financial leverage to the extent permitted by the Investment Company Act of 1940, as amended. The Fund currently anticipates that its leverage will consist primarily of borrowings from a bank pursuant to a credit facility in an amount of 10% - 15% of the Fund’s total assets. See “Risk Factors—Operational Risks—Leverage Risks.” The Fund does not currently intend to issue preferred shares.

Investment Adviser and Subadviser. Aberdeen Standard Investments Inc., a Delaware corporation formed in 1993, serves as the investment adviser to the Fund. The Adviser’s principal place of business is located at 1900 Market Street, Suite 200, Philadelphia, Pennsylvania 19103. The Adviser manages and supervises the investment of the Fund’s assets on a discretionary basis.

Aberdeen Asset Managers Limited (“AAML” or the “Subadviser”), a Scottish Company, serves as Subadviser to the Fund. AAML’s principal place of business is located at Bow Bells House, 1 Bread Street, London, England, EC4M9HH.

Each of the Adviser and Subadviser is a wholly-owned subsidiary of Aberdeen Asset Management PLC (“Aberdeen PLC”), which has its registered offices at 10 Queen’s Terrace, Aberdeen, Scotland AB10 1YG, and an indirect wholly owned subsidiary of Standard Life Aberdeen plc, which is listed on the London Stock Exchange and manages or administers approximately $[ ] billion in assets as of September 30, 2019. Standard Life Aberdeen plc and its affiliates provide asset management and investment solutions for clients and customers worldwide. Standard Life Aberdeen plc, its affiliates and subsidiaries are referred to collectively herein as “ASI.”

In rendering investment advisory services, the Adviser and Subadviser may use the resources of investment advisor subsidiaries of Standard Life Aberdeen plc. These affiliates have entered into a memorandum of understanding / personnel sharing procedures (“MOU”) pursuant to which investment professionals from each affiliate may render portfolio management and research services to U.S. clients of the Standard Life Aberdeen plc affiliates, including the Fund, as associated persons of the Adviser or Subadviser. No remuneration is paid by the Fund with regards to the MOU.

This prospectus sets forth the information about the Fund that you should know before investing. You should read this prospectus before deciding whether to invest in the Fund’s securities. You should retain this prospectus for future reference. A statement of additional information, dated [ ], as supplemented from time to time, containing additional information, has been filed with the Securities and Exchange Commission (“SEC”) and is incorporated by reference in its entirety into this prospectus. You may request a free copy of the statement of additional information (the table of contents of which is on page [ ] of this prospectus), the Fund’s annual, semi-annual [and quarterly reports] (when available), and other information about the Fund or make shareholder inquiries, by calling toll-free at [ ] or by writing to us at [ ]. Certain information about the Fund also will be available for free on the Adviser’s website at http://www.[ ].com (information included on such website does not form part of this prospectus) or from the SEC’s website (http://www.sec.gov).

The Fund’ securities do not represent a deposit or obligation of, and are not guaranteed or endorsed by, any bank or other insured depository institution and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.

IMPORTANT NOTE:

Beginning with shareholder reports for the period ending [ ], as permitted by regulations adopted by the SEC, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund or your financial intermediary electronically following the instructions included with this disclosure or by contacting your financial intermediary or the Fund.

You may elect to receive all future reports in paper free of charge. You can inform the Fund or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by following the instructions included with this disclosure or by contacting the Fund at 877-525-7330 or your financial intermediary. Your election to receive reports in paper will apply to all funds held with your financial intermediary.

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the statement of additional information contain “forward-looking statements.” Forward- looking statements can be identified by the words “may,” “will,” “intend,” “expect,” “estimate,” “continue,” “plan,” “anticipate,” “could,” “should” and similar terms and the negative of such terms. By their nature, all forward-looking statements involve risks and uncertainties, and actual results could differ materially from those contemplated by the forward-looking statements. Several factors that could materially affect the Fund’s actual results are the performance of the portfolio of securities and other investments that the Fund holds from time to time; the time necessary to fully invest the proceeds of this offering; the conditions in the U.S. and international financial, infrastructure, energy, municipal and other markets; the level and volatility of commodity prices and interest rates; the price at which the Fund’s shares will trade in the public markets; and other factors.

Although the Fund believes that the expectations expressed in its forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in its forward-looking statements. The Fund’s future financial condition and results of operations, as well as any forward-looking statements, are subject to change and are subject to inherent risks and uncertainties, such as those disclosed in the “Risk Factors” section of this prospectus. All forward-looking statements contained or incorporated by reference in this prospectus are made as of the date of this prospectus. Except for the Fund’s ongoing obligations under the federal securities laws, it does not intend, and it undertakes no obligation, to update any forward-looking statement. The forward-looking statements contained in this prospectus are excluded from the safe harbor protection provided by section 27A of the Securities Act.

Currently known risk factors that could cause actual results to differ materially from the Fund’s expectations include, but are not limited to, the factors described in the “Risk Factors” section of this prospectus. Please review that section carefully for a more detailed discussion of the risks of an investment in the Fund.

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TABLE OF CONTENTS

PROSPECTUS SUMMARY	1
SUMMARY OF FUND EXPENSES	12
THE FUND	14
USE OF PROCEEDS	14
INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES	14
RISK FACTORS	19
LEVERAGE	30
MANAGEMENT OF THE FUND	32
DETERMINATION OF NET ASSET VALUE	35
DISTRIBUTIONS	36
AUTOMATIC DIVIDEND REINVESTMENT PLAN	38
DESCRIPTION OF SECURITIES	39
CERTAIN PROVISIONS IN THE DECLARATION OF TRUST AND BYLAWS	42
CLOSED-END COMPANY STRUCTURE	45
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS	45
UNDERWRITERS	53
ADMINISTRATOR/FUND ACCOUNTANT, CUSTODIAN AND TRANSFER AGENT	56
LEGAL MATTERS	57
AVAILABLE INFORMATION	57
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION	58

You should rely only on the information contained or incorporated by reference in this prospectus. The Fund has not, and the underwriters have not, authorized anyone to provide you with different or inconsistent information. If anyone provides you with different or inconsistent information, you should not rely on it. The Fund is not, and the underwriters are not, making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. The Fund’s business, financial condition and prospects may have changed since that date.

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PROSPECTUS SUMMARY

The following summary contains basic information about the Fund and its common shares. It is not complete and may not contain all of the information you may want to consider. You should review the more detailed information contained elsewhere in this prospectus and in the statement of additional information, especially the information set forth under the heading “Risk Factors” beginning on page [ ] of this prospectus.

THE FUND

The Fund is a newly organized, non-diversified, closed-end management investment company with no operating history. Throughout this prospectus, Aberdeen Standard Global Infrastructure Public Private Fund is referred to simply as the “Fund” or as “we,” “us” or “our.”

The Adviser and Subadviser

Aberdeen Standard Investments Inc. (“ASII” or the “Adviser”) serves as the investment adviser to the Fund. Aberdeen Asset Managers Limited (“AAML” or the “Subadviser”) serves as subadviser to the Fund. Each of the Adviser and Subadviser is an indirect wholly-owned subsidiary of Standard Life Aberdeen plc, which is listed on the London Stock Exchange and manages or administers approximately $[ ] billion in assets as of September 30, 2019. Standard Life Aberdeen plc and its affiliates provide asset management and investment solutions for clients and customers worldwide. Standard Life Aberdeen plc, its affiliates and subsidiaries are referred to collectively herein as “ASI”.

For more information about the Adviser and Subadviser, see “Management of the Fund—Investment Adviser and Subadviser.”

The Offering

The Fund is offering [ ] common shares of beneficial interest (“common shares”) at $[ ] per share through a group of underwriters (the “Underiters”) led by [ ] and [ ]. You must purchase at least [ ] common shares ($[ ]) in this offering. We have given the Underwriters an option to purchase up to [ ] additional common shares within [ ] days of the date of this prospectus solely to cover over-allotments, if any. See “Underwriters.” The Adviser has agreed to pay all of our organizational expenses and all offering costs associated with this offering.

Who May Want to Invest

Investors should consider their financial situation and needs, investment goals, time horizons and risk tolerance before investing in the Fund’s common shares. An investment in the Fund’s common shares is not appropriate for all investors and is not intended to be a complete investment program. The Fund may be an appropriate investment for investors who are seeking:

· A high level of total return with an emphasis on current distributions;

· Exposure to infrastructure-related issuers in a range of sectors from countries around the world, including emerging markets;

· Access to direct investments that may not otherwise be widely available to many investors;

· A fund with daily liquidity on secondary markets and a term fund with a potential liquidity event at net asset value occurring within 15 years, subject to extensions;

· Potential for lower correlation to the broader market;

· Professional securities selection and active management by an experienced investment team that has managed global infrastructure investments across various business cycles; and

· A fund managed by a market leader in infrastructure asset and income investing.

An investment in the Fund’s common shares involves a high degree of risk. Investors could lose some or all of their investment. See “Risk Factors.”

Investment Objective

The Fund’s investment objective is to seek to provide a high level of total return with an emphasis on current distributions. There is no assurance that the Fund will achieve its investment objective.

Investment Strategies and Policies

The Fund seeks to achieve its investment objective by investing in a portfolio of income-producing public private infrastructure equity investments across the globe.

Under normal conditions, at least 80% of the Fund’s net assets (plus the amount of any borrowings for investment purposes) will be invested in U.S. and non-U.S. infrastructure-related issuers. The Fund considers an issuer to be infrastructure-related if (i) at least 50% of the issuer’s assets consist of infrastructure assets or (ii) at least 50% of the issuer’s gross income or net profits are attributable to or derived, directly or indirectly, from the ownership, management, construction, development, operation, utilization or financing of infrastructure assets. Infrastructure assets are the physical structures and networks that provide necessary services to society. Examples of infrastructure assets include, but are not limited to, transportation assets (e.g., toll roads, bridges, tunnels, parking facilities, railroads, rapid transit links, airports, refueling facilities and seaports), utility assets (e.g., electric transmission and distribution lines, power generation facilities, gas and water distribution facilities, sewage treatment plants, ), communications assets (e.g., wireless telecommunication services, cable and satellite networks, broadcast and wireless towers), energy infrastructure assets (e.g., pipelines) and social assets (e.g., courthouses, hospitals, schools, correctional facilities, stadiums and subsidized housing).

The Fund will concentrate its investments in infrastructure-related issuers. See “Investment Objectives, Policies and Risks—Investment Restrictions—Fundamental Investment Restrictions” in the SAI for additional information regarding the Fund’s concentration policy.

The Fund may invest in issuers located anywhere in the world, including issuers located in emerging markets. Under normal market conditions, the Fund will invest in issuers from at least three different countries and will invest significantly (at least 40% of its total assets —unless market conditions are not deemed favorable by the Adviser, in which case the Fund would invest at least 30% of its total assets) in non-U.S. issuers. A company is considered a non-U.S. issuer if Fund management determines that the company meets one or more of the following criteria:

· the company is organized under the laws of or has its principal place of business in a country outside the U.S.;

· the company has its principal securities trading market in a country outside the U.S.; and/or

· the company derives the majority of its annual revenue or earnings or assets from goods produced, sales made or services performed in a country outside the U.S.

It is currently anticipated that the Fund’s investments in emerging market issuers will not exceed 30% of the Fund’s total assets. At times, the Fund may have a significant amount of its assets invested in a country or geographic region. The Fund may invest in securities denominated in U.S. Dollars and currencies of foreign countries.

The Fund’s investment portfolio generally will be comprised of the following:

· Public Infrastructure Investments. The Fund will invest in listed equity securities of infrastructure-related issuers. Equity securities in which the Fund intends to invest include primarily common stocks, preferred stocks and depositary receipts. The Fund may invest in securities of any market capitalization.

· Private/Direct Infrastructure Investments. The Fund will make direct investments in infrastructure assets through private transactions, which may include investments alongside other funds or accounts advised by the Adviser or its affiliates in certain infrastructure assets (“Co-Investment Opportunities”). A “private transaction” means an investment in infrastructure assets through the purchase of securities issued by a sponsor vehicle, including equity securities, warrants, bank or other indebtedness, conversion privileges and other rights, in a transaction that is exempt from registration under the Securities Act. The Fund may also be offered an opportunity to invest in certain infrastructure assets in a private transaction on a stand-alone basis alongside other investors (“Stand-Alone Opportunities”, and together with “Co-Investment Opportunities, “Private Infrastructure Opportunities”). Unless and until the Fund receives an exemptive order from the Securities and Exchange Commission (“SEC”) to co-invest in negotiated Co-Investment Opportunities (which cannot be assured), the Fund will only invest in Co-Investment Opportunities where the transaction is permitted under existing regulatory guidance, such as transactions in which price is the only negotiated term. Under normal market conditions, the Fund currently intends to invest up to 25% of its total assets, measured at the time of investment, in Private Infrastructure Opportunities. Certain Private Infrastructure Opportunities may be issued by sponsor vehicles structured as funds that would be investment companies but for the provisions of Section 3(c)(1) and 3(c)(7) of the 1940 Act (“unregistered funds”).

In addition, the Fund may use derivative instruments from time to time, primarily to hedge currency exposure, although it is not required to do so.

In selecting public infrastructure investments, the Adviser’s and Subadviser’s Global Equity team employs a fundamental, bottom-up investment process, based on first-hand research and disciplined company evaluation. As active equity investors, ASII uses deep fundamental research, responsible stewardship around environmental, social and governance factors (“ESG”), and a disciplined investment process to achieve the Fund’s investment objective.

With respect to the Fund’s private/direct infrastructure investments, ASII’s Real Assets investment team pursues Private Infrastructure Opportunities as a means of dynamically allocating capital and taking advantage of specific market opportunities. The Adviser believes that these opportunities can generate incremental returns depending on the timing and quality of available opportunities.

The Fund may invest up to 20% of its total assets in securities issued by companies that are not infrastructure companies. The Fund may also invest in debt securities, which the Fund currently expects will consist primarily of short-term debt obligations, cash or cash equivalents at times when deemed favorable by the Adviser.

It is anticipated that the Fund will use leverage for investment purposes through borrowings from a bank in an amount currently estimated to be approximately 10%-15% of its total assets.

The Fund intends to achieve the income component of its investment objective by investing in dividend-paying listed equity securities and Private Infrastructure Opportunities. Until the Fund’s is invested in Private Infrastructure Opportunities in accordance with its investment policies, up to 5% of the Fund’s total assets may be invested in accordance with a dividend capture strategy.

Unless otherwise stated herein or in the SAI, the Fund’s investment policies are non-fundamental policies and may be changed by the Board without prior shareholder approval. The Fund’s policy to invest at least 80% of its net assets (plus any borrowings for investment purposes) in U.S. and non-U.S. infrastructure-related issuers may be changed by the Board without shareholder approval; however, if this policy changes, the Fund will provide shareholders at least 60 days’ written notice before implementation of the change in compliance with SEC rules. Unless otherwise stated, these investment restrictions apply at the time of purchase; the Fund will not be required to reduce a position due solely to market price fluctuations.

During the period in which the Fund is investing the net proceeds of this offering, the Fund may deviate from its investment policies by investing the net proceeds in money market mutual funds, cash, cash equivalents, securities issued or guaranteed by the U.S. government or its instrumentalities or agencies, high quality, short- term money market instruments, short-term debt securities, certificates of deposit, bankers’ acceptances and other bank obligations, commercial paper or other liquid debt securities. Under adverse market, economic or political conditions, the Fund may invest up to 100% of its total assets in these securities. In addition, as the Fund approaches the Termination Date, the Fund may invest a significant portion of its assets in these securities. To the extent the Fund invests in these securities on a temporary basis or for defensive purposes, the Fund may not achieve its investment objective. See “Investment Objective and Principal Investment Strategies—Investment Policies.”

For more information about the Fund’s investment strategies, see “Investment Objective and Principal Investment Strategies.”

Market Opportunity

ASII believe that there are special opportunities to benefit from global spending in infrastructure over the next several decades. Infrastructure promotes prosperity and growth and contributes to quality of life, including the social well-being, health and safety of citizens, and the quality of the environment. Infrastructure investment is not a luxury but a necessity for economic growth, productivity, competitiveness, social development and the elimination of poverty. Spending in the developed market countries is driven by the need to repair and upgrade their infrastructure in order to preserve their international competitiveness. Spending in the emerging market countries is driven by the need to build their infrastructure in order to facilitate the growth of their aspirational economies.

Term

The Fund’s Declaration of Trust provides that the Fund will have a limited period of existence and will dissolve as of the close of business fifteen (15) years from the effective date of the initial registration statement of the Fund (such date, including any extension, the “Termination Date”); provided that the Board of Trustees (the “Board” or “Board of Trustees”) may, in its sole discretion and without any action by the shareholders of the Fund, vote to extend the Termination Date (1) for one period that may in no event exceed one year following the Termination Date, and (2) for one additional period that may in no event exceed six months. Notwithstanding the foregoing, if the Board of Trustees determines to cause the Fund to conduct an Eligible Tender Offer (as defined below), and the Eligible Tender Offer is completed, the Board of Trustees may, in its sole discretion and without any action by the shareholders of the Fund, eliminate the Termination Date and provide for the Fund’s perpetual existence, subject to the terms and conditions described below.

Eligible Tender Offer. The Fund’s Declaration of Trust provides that an eligible tender offer (an “Eligible Tender Offer”) is a tender offer by the Fund to purchase up to 100% of the then-outstanding common shares as of a date within the 12 months preceding the Termination Date. It is anticipated that shareholders who properly tender common shares in the Eligible Tender Offer will receive a purchase price equal to the net asset value per share as of a date following the expiration date of the Eligible Tender Offer and prior to the payment date. In an Eligible Tender Offer, the Fund will offer to purchase all outstanding common shares held by each shareholder. The Fund’s Declaration of Trust provides that, following an Eligible Tender Offer, the Fund must have at least $100 million of net assets to ensure the Fund’s continued viability (the “Termination Threshold”).

If the number of common shares properly tendered in an Eligible Tender Offer would result in the Fund’s net assets totaling greater than the Termination Threshold, the Fund will purchase all common shares properly tendered and not withdrawn pursuant to the terms of the Eligible Tender Offer and following the completion of such Eligible Tender Offer, the Board of Trustees may, in its sole discretion and without any action by the shareholders of the Fund, eliminate the Termination Date and cause the Fund to have a perpetual existence. See “Risk Factors—Investment Risks—General—Limited Term and Tender Offer Risks.” In making a decision to eliminate the Termination Date to provide for the Fund’s perpetual existence, the Board of Trustees will take such actions with respect to the Fund’s continued operations as it deems to be in the best interests of the Fund, based on market conditions at such time, the extent of common shareholder participation in the Eligible Tender Offer and all other factors deemed relevant by the Board of Trustees in consultation with the Adviser, taking into account that the Adviser may have a potential conflict of interest in seeking to convert the Fund to a perpetual fund.

If the number of properly tendered common shares would result in the Fund’s net assets totaling less than the Termination Threshold, the Eligible Tender Offer will be terminated, no common shares will be repurchased pursuant to the Eligible Tender Offer and the Fund will begin (or continue) liquidating the Fund’s investment portfolio and proceed to terminate on the Termination Date.

The Adviser will pay all costs and expenses associated with the making of an Eligible Tender Offer, other than brokerage and related transaction costs associated with disposition of portfolio investments in connection with the Eligible Tender Offer, which will be borne by the Fund and its common shareholders. An Eligible Tender Offer would be made, and common shareholders would be notified thereof, in accordance with the Fund’s Declaration of Trust, the 1940 Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the applicable tender offer rules thereunder (including Rule 13e-4 and Regulation 14E under the Exchange Act).

Termination, Liquidation. On or before the Termination Date, the Fund will cease its investment operations, retire or redeem its leverage facilities, liquidate its investment portfolio (to the extent possible) and distribute all of its liquidated net assets to common shareholders of record in one or more distributions on or after the Termination Date. In determining whether to extend the term, the Board of Trustees may consider a number of

factors, including, without limitation, whether the Fund would be unable to sell its assets at favorable prices in a time frame consistent with the Termination Date due to lack of market liquidity or other adverse market conditions, or whether market conditions are such that it is reasonable to believe that, with an extension, the Fund’s remaining assets would appreciate and generate income in an amount that, in the aggregate, is meaningful relative to the cost and expense of continuing its operations.

The Fund’s Adviser and Subadviser will seek to manage its investment portfolio consistent with its obligation to cease operations on the Termination Date. To that end, the Adviser and Subadviser intend to seek Private Infrastructure Opportunities that they reasonably expect can be sold or otherwise exited at favorable prices on or before the Termination Date. However, there is no assurance that a market or other exit strategy will be available for the Fund’s less liquid investments, including investments in Private Infrastructure Opportunities. As the Termination Date approaches, the Fund expects that the Adviser and Subadviser will seek to liquidate the Fund’s less liquid investments. As a result, based on prevailing market conditions, available investment opportunities and other factors, the Fund may invest the proceeds from the sale of such investments in corporate debt securities or in listed equity securities, thereby increasing the portion of its total assets invested in those types of securities, or the Adviser may invest the proceeds in money market mutual funds, cash, cash equivalents, securities issued or guaranteed by the U.S. government or its instrumentalities or agencies, high quality short-term money market instruments, short-term debt securities, certificates of deposit, bankers’ acceptances and other bank obligations, commercial paper or other liquid debt securities. As a result, as the Termination Date approaches, the Fund’s monthly [cash] distributions may decline, and there can be no assurance that the Fund will achieve its investment objective or that its investment strategies will be successful.

Depending on a variety of factors, including the performance of the Fund’s investment portfolio over the period of its operations, the amount distributed to common shareholders in connection with the Fund’s termination or paid to participating common shareholders upon completion of an Eligible Tender Offer may be less, and potentially significantly less, than your original investment. The Fund’s final distribution to common shareholders on the Termination Date and the amount paid to participating common shareholders upon completion of an Eligible Tender Offer will be based upon the Fund’s net asset value at such time, and initial investors and any investors that purchase the Fund’s common shares after the completion of this offering may receive less, and potentially significantly less, than their original investment. Additionally, given the nature of certain of the Fund’s investments, the amount actually distributed upon the Fund’s termination may be less than the Fund’s net asset value per share on the Termination Date, and the amount actually paid upon completion of an Eligible Tender Offer may be less than the Fund’s net asset value per share on the expiration date of the Eligible Tender Offer.

Because the Fund’s assets will be liquidated in connection with its termination or to pay for common shares tendered in an Eligible Tender Offer, the Fund may be required to sell portfolio securities when it otherwise would not, including at times when market conditions are not favorable, which may cause the Fund to lose money. The Fund will make a distribution on the Termination Date of all cash raised from the liquidation of its assets prior to that time. However, given the nature of certain of the Fund’s investments, particularly its investments in Private Infrastructure Opportunities, the Fund may be unable to liquidate certain of its investments until well after the Termination Date. In this case, the Fund may make one or more additional distributions after the Termination Date of any cash received from the ultimate liquidation of those investments. This would delay distribution payments, perhaps for an extended period of time, and there can be no assurance that the total value of the cash distribution made on the Termination Date and such subsequent distributions, if any, will equal the Fund’s net asset value on the Termination Date, depending on the ultimate results of such post-Termination Date asset liquidations. If, as a result of lack of market liquidity or other adverse market conditions, the Fund’s Board of Trustees determines it is in the best interests of the Fund, the Fund may transfer any portfolio investments that remain unsold on the Termination Date to a liquidating trust and distribute interests in such liquidating trust to common shareholders as part of its final distribution. Interests in the liquidating trust are expected to be nontransferable, except by operation of law. The liquidating trust will seek to liquidate such remaining investments for the benefit of the Fund’s common

shareholders as soon as practicable following the Termination Date. However, there can be no assurance as to the timing of or the value obtained from such liquidation. See “Risk Factors—Investment Risks—General—Limited Term and Tender Offer Risks.”

The Fund is not a so called “target date” or “life cycle” fund whose asset allocation becomes more conservative over time as its target date, often associated with retirement, approaches. In addition, the Fund is not a “target term” fund whose investment objective is to return its original NAV on the Termination Date or in an Eligible Tender Offer. The final distribution of net assets per common share upon termination or the price per common share in an Eligible Tender Offer may be more than, equal to or less than the initial public offering price per common share.

Listing and Symbol

The Fund’s common shares are expected to be listed on the New York Stock Exchange (“NYSE”) under the trading or “ticker” symbol “[ ],” subject to notice of issuance.

Use of Proceeds

The Fund expects to use the net proceeds from the sale of its common shares to invest in accordance with its investment objective and policies and for working capital purposes. The Fund expects to fully invest the net proceeds of this offering in an initial portfolio of primarily publicly listed investments within one month after the closing of this offering. Pending such investment, the net proceeds of this offering may be invested in money market mutual funds, cash, cash equivalents, securities issued or guaranteed by the U.S. government or its instrumentalities or agencies, high quality, short-term money market instruments, short-term debt securities, certificates of deposit, bankers’ acceptances and other bank obligations, commercial paper or other liquid debt securities.

In addition, under current market conditions, the Fund will seek to reinvest a portion of the initial portfolio of publicly listed investments into Private Infrastructure Opportunities over a period of up to 24 months after the closing of this offering. See “Use of Proceeds” and “Risk Factors—Operational Risks—Delay in Use of Proceeds Risk.”

Fees

Pursuant to the Fund’s investment advisory agreement with the Adviser, the Fund will pay the Adviser a fee for its investment management services equal to an annual rate of [ ]% of the average daily value of the Fund’s “Managed Assets” (defined as total assets minus the sum of accrued liabilities (other than debt entered into for purposes of leverage and the aggregate liquidation preference of any outstanding preferred shares of beneficial interest (“preferred shares”)).

The Adviser will enter into a subadvisory agreement with the Subadviser with respect to the Fund and pay the Subadviser a subadvisory fee based on the Fund’s average daily Managed Assets. The subadvisory fee payable to the Subadviser will be paid by the Adviser out of the investment management fee it receives from the Fund.

Each of the investment management fee that the Fund pays the Adviser and the subadvisory fee that the Adviser pays the Subadviser will be calculated and accrued daily and paid monthly in arrears. See “Management of the Fund—Compensation and Expenses.”

Federal Income Tax Status

The Fund intends to elect to be treated, and to qualify each year, as a regulated investment company (“RIC”) under the Code. Assuming that the Fund qualifies as a RIC, the Fund generally will not be subject to U.S. federal income tax on income and gains that the Fund distributes each taxable year to common shareholders if it meets certain minimum distribution requirements. To qualify as a RIC and maintain the Fund’s RIC status, it will be required to meet asset diversification tests and annual qualifying income and distribution tests. See “Material U.S. Federal Income Tax Considerations.”

Distributions

The Fund intends to distribute monthly all or a portion of its net investment income, including current gains, to common shareholders. The Fund expects to declare the initial distribution approximately 30 to 45 days, and to pay such distribution approximately 45 to 60 days, from the completion of this offering, depending upon market conditions. In addition, on an annual basis, the Fund intends to distribute realized net capital gains, if any.

The Fund expects that the source of the cash payments it receives from its investments will constitute investment company taxable income, as well as long-term capital gains or return of capital from such investments. Investment company taxable income includes, among other items, dividends, interest (including any tax-exempt interest), and net short-term capital gains, less expenses. Long-term capital gains reflect the realized market price received in the sale of an investment security in excess of its cost basis, less net capital losses, including any capital loss carryforwards. A portion of distributions received from the Fund’s investments may be sourced as return of capital.

For federal income tax purposes, distributions of investment company taxable income are generally taxable as ordinary income. However, it is expected that part (but not all) of the distributions to the Fund’s common shareholders may be eligible for qualified dividend income treatment for individual and other non-corporate shareholders and the dividend-received deduction for corporate shareholders, assuming the shareholder meets certain holding period and other requirements with respect to its Fund shares. Any distributions in excess of the Fund’s current and accumulated earnings and profits will be treated first, as a tax-deferred return of capital, which is applied against and will reduce the adjusted tax basis of shares and, after such adjusted basis is reduced to zero, will generally constitute capital gains. Any long-term capital gain distributions are taxable to shareholders as long-term capital gains regardless of the length of time shares have been held. Net capital gain distributions are not eligible for qualified dividend income treatment or the dividend received deduction. See “Material U.S. Federal Income Tax Considerations” for a discussion regarding federal income tax requirements as a RIC, as well as the potential tax characterization of the Fund’s distributions to shareholders.

Various factors will affect the level of the Fund’s income, such as its asset mix and security mix. The Fund may not be able to make distributions in certain circumstances. To permit the Fund to maintain a more stable distribution, the Board of Trustees may from time to time cause the Fund to distribute less than the entire amount of income earned in a particular monthly period. The undistributed income would be available to supplement future distributions. As a result, the distributions paid by the Fund for any particular monthly period may be more or less than the amount of income actually earned by the Fund during that period. Undistributed income will add to the Funds’ net asset value, and correspondingly, distributions from undistributed income will deduct from

the Fund’s net asset value. If distributions paid to common shareholders exceed the amount of income and gains actually earned by the Fund during a period, the excess of such distribution will generally constitute, for federal income tax purposes, a return of capital to the extent of the shareholder’s basis in the shares and capital gain thereafter. A return of capital, which represents a return of a shareholder’s original investment in the Fund, reduces the basis of the shares held by a shareholder, which may increase the amount of gain recognized upon the sale of such shares. See “Distributions” and “Risk Factors—Operational Risks—Distribution Risks.”

Dividend Reinvestment Plan

The Fund intends to have a dividend reinvestment plan for the Fund’s shareholders that will be effective upon completion of this offering. The plan will be an “opt out” dividend reinvestment plan. Registered holders of common shares will automatically be enrolled and entitled to participate in the plan. As a result, if the Fund declares a distribution after the plan is effective, a registered holder’s cash distribution will be automatically reinvested in additional common shares, unless the registered holder specifically “opts out” of the dividend reinvestment plan so as to receive cash distributions. Taxable distributions are subject to federal income tax whether received in cash or additional common shares. See “Dividend Reinvestment Plan” and “Material U.S. Federal Income Tax Considerations.”

Leverage

The borrowing of money and the issuance of preferred shares and debt securities represent the leveraging of the Fund’s common shares. The Fund may use financial leverage to the extent permitted by the 1940 Act, or the Fund may elect to reduce the use of leverage or use no leverage at all. The Fund expects that its leverage will normally range between 10% and 15% of its total assets, but the actual amount of leverage that used will vary depending on market conditions. The Fund considers market conditions at the time leverage is incurred and monitor for asset coverage ratios relative to 1940 Act requirements and its financial covenants on an ongoing basis. Based on current market conditions, the Fund expects its initial leverage to be approximately 10% of its total assets. The timing and terms of any leverage transactions will be determined by the Board of Trustees. In addition, the percentage of the Fund’s assets attributable to leverage may vary significantly during periods of extreme market volatility and may increase during periods of declining market prices of its portfolio holdings. Common shareholders will bear the costs associated with leverage.

Currently under the 1940 Act, the Fund is not permitted to issue preferred shares unless immediately after such issuance, the value of its total assets (including the proceeds of such issuance) less all liabilities and indebtedness not represented by senior securities is at least equal to 200% of the total of the aggregate amount of senior securities representing indebtedness plus the aggregate liquidation value of any outstanding preferred shares. Stated another way, the Fund may not issue preferred shares that, together with outstanding preferred shares and debt securities, have a total aggregate liquidation value and outstanding principal amount of more than 50% of the value of its total assets, including the proceeds of such issuance, less liabilities and indebtedness not represented by senior securities. Currently under the 1940 Act, the Fund is not permitted to issue debt securities or incur other indebtedness constituting senior securities unless immediately thereafter, the value of its total assets (including the proceeds of the indebtedness) less all liabilities and indebtedness not represented by senior securities is at least equal to 300% of the amount of the outstanding indebtedness. Stated another way, the Fund may not issue debt securities or incur other indebtedness constituting senior securities with an aggregate principal amount of more than 33 1/3% of the value of its total assets, including the amount borrowed, less all liabilities and indebtedness not represented by senior securities.

There can be no assurance that a leveraging strategy will be successful during any period in which it is used. The use of leverage creates an opportunity for increased income and capital appreciation for common

shareholders, but at the same time creates special risks that may adversely affect common shareholders. Because The Fund’s management fee is based upon a percentage of its Managed Assets, the management fee is higher when the Fund is leveraged. Therefore, the Adviser and the Subadviser have a financial incentive to use leverage, which will create a conflict of interest between the Adviser and Subadviser and the common shareholders, who will bear the costs of the Fund’s leverage. See “Leverage” and “Risk Factors—Operational Risks—Leverage Risks.”

Allocation of Investment Opportunities

As a general matter, there can be no assurances that all investment opportunities identified as suitable by the Adviser and Subadviser will be made available to us. The Adviser and Subadviser expect, from time to time, to be presented with investment opportunities that fall within the Fund’s investment objective and other Adviser- and Subadviser-sponsored investment funds, vehicles and accounts, joint ventures and similar partnerships or arrangements (collectively, “Other ASI Accounts”), and in such circumstances, the Adviser or Subadviser, as applicable, will allocate such opportunities (including, subject to the 1940 Act limitations, any related co-investment opportunities) to the Fund and Other ASI Accounts (including, without limitation, an allocation of 100% of such an opportunity to such Other ASI Accounts) on a basis that the Adviser or Subadviser, as applicable, determines in its sole discretion to be fair and reasonable over time in accordance with its allocation policy and procedures.

Further, prospective investors should note that the Adviser or Subadviser may establish additional Other ASI Accounts with investment objectives, mandates and policies that are substantially similar to those of the Fund. The Adviser or Subadviser may allocate investment opportunities to such Other ASI Accounts, and such Other ASI Accounts may compete with the Fund for specific transactions.

The Adviser or Subadviser may give advice and recommend securities to buy or sell for the Fund, which advice or securities may differ from advice given to, or securities recommended or bought or sold for, Other ASI Accounts, even though their investment objectives may be the same as, or similar to, the Fund’s investment objective.

From time to time, the Adviser or Subadviser may seed proprietary accounts for the purpose of evaluating a new investment strategy that eventually may be available to investors through one or more product structures. Such accounts also may serve the purpose of establishing a performance record for the strategy. The Adviser’s or Subadviser’s management of accounts with proprietary interests and nonproprietary client accounts may create an incentive to favor the proprietary accounts in the allocation of investment opportunities, and the timing and aggregation of investments. The Adviser and Subadviser have adopted various policies to mitigate these conflicts, including policies that require them to avoid favoring any account. [The Adviser’s and Subadviser’s policies also require transactions in proprietary accounts to be placed after client transactions.]

The Adviser has the ability to allocate investment opportunities of certain transactions between the Fund, other funds registered under the 1940 Act and other accounts managed by the Adviser pro rata based on available capital, up to the amount proposed to be invested by each (“Co-Investment Opportunities”). The 1940 Act and a rule thereunder impose limits on the Fund’s ability to participate in Co-Investment Opportunities, and the Fund generally will not be permitted to co-invest alongside other funds registered under the 1940 Act and other accounts managed by the Adviser in privately negotiated transactions unless the Fund obtains an exemptive order from the SEC or the transaction is otherwise permitted under existing regulatory guidance, such as certain transactions in publicly traded securities and transactions in which price is the only negotiated term. To the extent an investment opportunity in a transaction involving the negotiation of any term of the investment other than price or quantity (a “negotiated transaction”) arises, and the Adviser determines that it would be appropriate for both the Fund and other accounts managed by the Adviser, the opportunity will be allocated to the other accounts and the Fund will not participate in the negotiated transaction.

Hedging and Risk Management

The Fund may utilize derivative instruments for hedging and risk management purposes. In particular, the Fund may use foreign currency contracts to hedge currency exposure from time-to-time, but it is not required to hedge its currency exposure.

Risks

Investing in the Fund’s common shares involves risk, including the risk that you may receive little or no return on your investment, or even that you may lose part or all of your investment. The Fund’s strategy of investing typically in infrastructure-related issuers means that the Fund’s performance will be closely tied to the performance of issuers in that sector. The Fund’s emphasis on these investments may present more risk than if we were broadly diversified over numerous industries and sectors of the economy. An investment in the Fund’s common shares will also be subject to the risks inherent to investing in private investments. These risks, along with other risks applicable to an investment in the Fund’s common shares, are more fully set forth under the heading “Risk Factors.” Before investing in the Fund’s common shares, you should consider carefully all of these risks.

The Fund’s common shares are not an appropriate investment for a short-term trading strategy. An investment in the Fund should not constitute a complete investment program for any investor and involves a high degree of risk. Due to the uncertainty in all investments, there can be no assurance that the Fund will achieve its investment objective.

SUMMARY OF FUND EXPENSES

The following table and example contain information about the costs and expenses that common shareholders will bear directly or indirectly. In accordance with SEC requirements, the expenses shown in the table under “Other Expenses,” “Total Annual Expenses” and “Net Annual Expenses” are based on estimated amounts for the Fund’s first full year of operations and assume [ ] common shares ($[ ] million) are issued. The table below shows the Fund’s expenses, including leverage costs, as a percentage of its net assets attributable to common shares and not as a percentage of gross assets or Managed Assets. The Fund’s actual expenses may vary from the estimated expenses shown in the table.

Shareholder Transaction Expenses (as a percentage of offering price):

Sales Load	[None]
Offering Expenses Borne by the Shareholders	[None]	(1)
Dividend Reinvestment Plan Fees (in dollars)	[None]	(2)
Total Shareholder Transaction Expenses Paid	[None]

Annual Expenses (as a percentage of net assets attributable to common shares)(3)

Management Fee(4)	[ ]	%
Interest Payments on Borrowed Funds(5)	[ ]	%
Other Expenses(6)	[ ]	%
Total Annual Expenses	[ ]	%
Less Fee and Expense Reimbursement(7)	([ ]	)%
Net Annual Expenses	[ ]	%

(1) The Adviser (and not the Fund) has agreed to pay, from its own assets, all organizational expenses of the Fund and all offering costs associated with this offering. The Fund is not obligated to repay any such organizational expenses or offering costs paid by the Adviser.

(2) There are no brokerage charges with respect to common shares issued by the Fund. You will pay brokerage charges if you direct your broker to sell common shares that you acquired pursuant to a dividend reinvestment plan. You may also pay a pro rata share of brokerage commissions incurred in connection with open-market purchases pursuant to the Fund’s dividend reinvestment plan. For more details about the plan, see “Dividend Reinvestment Plan.”

(3) The table presented above estimates what the Fund’s annual expenses would be stated as a percentage of its net assets attributable to common shares for its first full year of operations. This results in a higher percentage than the percentage attributable to the Fund’s estimated expenses for its first full year of operations stated as a percentage of its Managed Assets. Please see “Leverage—Annual Expenses as a Percentage of Managed Assets” for additional information.

(4) “Management Fee” includes fees payable to the Adviser pursuant to an investment advisory agreement with the Fund.

(5) Assumes that the Fund borrows approximately $[ ] million, assuming an annual interest rate of [ ]% on the amount borrowed, which represents leverage of approximately 10% of its total assets.

(6) “Other Expenses” includes the Fund’s estimated overhead expenses, including payments to the Fund’s transfer agent, administrator, custodian, fund accountant and legal and accounting expenses for the first year of operations. Common shareholders indirectly bear the costs associated with such other expenses as well as all other costs not specifically assumed by the Adviser and incurred in connection with the Fund’s operations.

(7) The Adviser has contractually agreed to limit expenses of the Fund to [ ]% (excluding leverage costs, taxes, and non-routine/extraordinary expenses) for one year from the effective date of this registration statement. The Fund will be authorized to reimburse the Adviser for management fees previously limited and/or for expenses previously paid by the Adviser, provided, however, that any reimbursements must be paid at a date not more than three years after the date when the Adviser limited the fees or reimbursed the expenses and the reimbursements do not cause the Fund to exceed the lesser of the applicable expense limitation in the contract at the time the fees were limited or expenses are paid or the applicable expense limitation in effect at the time the expenses are being recouped by the Adviser.

Example

The following example demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in the Fund’s common shares. These amounts are based upon the annual operating expenses at the levels set forth in the table above.

1 Year

3 Years

5 Years

10 Years

You would pay the following expenses on a $1,000 investment, assuming a 5% annual return.

[ ]

The example above is intended to assist you in understanding the various costs and expenses an investor in the Fund’s common shares may bear directly or indirectly and should not be considered a representation of the Fund’s future expenses. Actual expenses may be greater or less than those shown. Moreover, while the example assumes, as required by the applicable rules of the SEC, a 5% annual return, the Fund’s performance will vary and may result in a return greater or less than 5%. In addition, while the example assumes reinvestment of all distributions at net asset value, participants in the Fund’s dividend reinvestment plan may receive common shares valued at the market price in effect at that time. This price may be at, above or below net asset value. See “Dividend Reinvestment Plan” for additional information regarding the Fund’s dividend reinvestment plan.

For additional information with respect to the Fund’s expenses, see “Management of the Fund” and “ Dividend Reinvestment Plan.”

THE FUND

The Fund is a newly organized, non-diversified, closed-end management investment company registered under the 1940 Act. The Fund was organized as a Maryland statutory trust on [ ] pursuant to a Declaration of Trust. The Fund’s fiscal year ends on [ ]. The Fund’s common shares are expected to be listed on the NYSE under the trading or ticker symbol “[ ],” subject to notice of issuance.

USE OF PROCEEDS

INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES

Investment Objective

The Fund’s investment objective is to seek to provide a high level of total return with an emphasis on current distributions. The investment objective is not fundamental and may be changed by the Board of Trustees without shareholder approval. There is no assurance that the Fund will achieve its investment objective.