As filed with the Securities and Exchange Commission on August 19, 2024

Securities Act Registration No. [•]

Investment Company Registration No. 811-23995

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

__________________________________________

FORM N-2

__________________________________________

☒ REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ☐Pre-Effective Amendment No.    
☐Post-Effective Amendment No.    
and/or
☒ REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
☐ Amendment No.

__________________________________________

ISQ INFRASTRUCTURE INCOME FUND
(Exact Name of Registrant as Specified in Charter)

__________________________________________

600 Brickell Avenue, Penthouse
Miami, FL 33131
(Address of Principal Executive Offices)

(786) 693-5700
(Registrant’s Telephone Number, Including Area Code)

Gautam Bhandari
I Squared Capital Registered Advisor LLC
600 Brickell Avenue, Penthouse
Miami, FL 33131
(Name and Address of Agent for Service)

__________________________________________

With a copy to:

Benjamin Wells, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017

__________________________________________

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

☐	Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.
☒	Check box if any 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 (the “Securities Act”), other than securities offered in connection with a dividend reinvestment plan.
☐	Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.
☐	Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.
☐	Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act.

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

☐ when declared effective pursuant to Section 8(c) of the Securities Act.

If appropriate, check the following box:

☐	This post-effective amendment designates a new effective date for a previously filed [post-effective amendment] [registration statement].
☐	This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:
☐	This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:
☐	This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:

Check each box that appropriately characterizes the Registrant:

☒	Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (the “Investment Company Act”)).
☐	Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act).
☐	Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).
☐	A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).
☐	Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).
☐	Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (the “Exchange Act”)).
☐	If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.
☒	New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).

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, as amended, or until the Registration Statement shall become effective on such date as the U.S. 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 it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS
SUBJECT TO COMPLETION, DATED AUGUST 19, 2024

ISQ INFRASTRUCTURE INCOME FUND

CLASS I COMMON SHARES
CLASS D COMMON SHARES*
CLASS S COMMON SHARES*

__________________________________________

*Class D Shares and Class S Shares of ISQ Infrastructure Income Fund are not offered for sale as of the date of this Prospectus.

[•], 2024

The Fund.ISQ Infrastructure Income Fund (the “Fund”, “we”, “our” or “us”) is a newly organized Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a non-diversified, closed-end management investment company with no operating history. I Squared Capital Registered Advisor LLC (the “Adviser”) serves as the investment adviser to the Fund and is responsible for making investment decisions for the Fund’s portfolio. The Adviser is an affiliate of I Squared Capital Advisors (US) LLC, a Delaware limited liability company (together with its affiliates, “ISQ”). The Fund seeks to provide investors with access to ISQ’s private infrastructure capabilities in a structure that allows for continuously offered common shares, while seeking to offer periodic liquidity to investors and the transparency of a fund registered under the 1940 Act.

Securities Offered.The Fund intends to offer shares of three classes of common shares on a continuous basis: Class I Common Shares (“Class I Shares”), Class D Common Shares (“Class D Shares”) and Class S Common Shares (“Class S Shares,” and, together with the Class I Shares and the Class D Shares, the “Shares”). The Fund intends to apply for exemptive relief (the “Multi-Class Exemptive Relief”) from the U.S. Securities and Exchange Commission (the “SEC”) that, if granted, will permit the Fund to issue multiple classes of shares and to impose asset-based distribution fees and early repurchase fees. Only Class I Shares are available for purchase as of the date of this Prospectus. Upon receiving the Multi-Class Exemptive Relief, the Fund will also offer Class D Shares and Class S Shares and may offer additional classes of shares in the future. Class D Shares and Class S Shares will not be offered to investors until the Multi-Class Exemptive Relief is obtained.

Management of the Fund.I Squared Capital Registered Advisor LLC serves as the investment adviser to the Fund pursuant to the terms of an investment advisory agreement with the Fund (the “Advisory Agreement”). The Adviser is an affiliate of ISQ, a global infrastructure investment firm. Founded in 2012, ISQ is an independent fund manager specializing in investing in and managing infrastructure assets globally, including North America, Europe, Asia-Pacific and Latin America. With $39.0 billion of assets under management as of December 31, 2023, ISQ seeks investments in sectors with the potential for attractive risk-adjusted returns, generally focusing on energy, renewables, utilities, transportation and logistics, digital infrastructure, environmental infrastructure and social infrastructure.

In addition, pursuant to an investment sub-advisory agreement (the “Sub-Advisory Agreement”) between the Adviser and [•] (the “Sub-Adviser”), the Sub-Adviser is responsible for the implementation of the Fund’s investment strategy in accordance with the Fund’s investment objective and strategies.

Investment Objective and Strategies.The Fund’s investment objective is to seek to generate current income and, to a lesser extent, to provide long-term capital appreciation. In pursuing its investment objective, the Fund intends to invest primarily in credit (including preferred stock, warrants, and other convertible instruments) or other investments, which may include equity investments, in companies and entities that, at the time of investment, derive at least 50% of their revenue or profits from the ownership, operation, financing, or servicing of infrastructure assets and/or businesses (“Infrastructure Investments”). The Fund seeks to achieve its investment objective by investing in a diversified portfolio of Infrastructure Investments exhibiting stable infrastructure characteristics with low correlation to each other, while attempting to offer downside protection and attractive risk-adjusted returns with a focus on current cash yield. The Fund expects to focus on senior secured Infrastructure Investments, but may also invest in subordinated, unsecured

or other types of Infrastructure Investments, including equity investments. The Fund will focus its investments in investment grade and non-investment grade quality credits, targeting a variety of bespoke Infrastructure Investments including construction financing, acquisition financing, liquidity and growth capital, refinancing, recapitalization and restructuring opportunities. The Fund may invest in Infrastructure Investments as a co-investor with other ISQ affiliates, funds, clients and accounts, subject to compliance with the 1940 Act.

ISQ’s overarching investment thesis is rooted in the twin elements of potential value creation and downside mitigation, incorporating the use of a systematic and comprehensive framework for measuring and evaluating risk-adjusted returns (the “Risk Model”). In the case of credit, value creation is measured by the ability to originate complex transactions, accurately underwrite and price long-term value, and creatively structure these transactions to secure flexibility and complexity premiums in a risk-adjusted manner. ISQ has knowledge and experience in structuring complex and bespoke transactions across the capital structure with a focus on downside protection and capital preservation. The proprietary Risk Model has been adjusted to incorporate features specific to credit transactions, aiming to ensure the methodology of comparing assets on a global and sector-diverse basis remains consistent across the ISQ platform.

Consistent with overarching asset quality and risk management frameworks, the Fund seeks to lend to companies that exhibit infrastructure characteristics, including some or all of the following:

•stable and well-defined regulation and policy framework;

•high barriers to entry with low price elasticity;

•well defined operational structure with attractive upside;

•insulation from the business cycle with low income elasticity;

•long duration assets, typically ten years or more;

•stable cash flows that grow with inflation;

•positive long-term variables such as demographics that provide downside mitigation;

•strong management teams with the necessary resources and experience to successfully implement their business plan; and

•efforts to embed environmental, social, and governance (“ESG”) considerations into its investment strategy.

Infrastructure assets may fall under several sectors, including, but not limited to, renewable and energy (e.g., solar, wind and battery storage), environmental and utilities (e.g., waste and water management, regulated utilities, and smart meters), transportation and logistics (logistics and ancillary services, ports and intermodal activities and electric vehicles), digital infrastructure (e.g., communication towers, fiber and broadband networks, and data centers), and social infrastructure (e.g., skilled nursing care, healthcare and education).

Under normal market conditions, the Fund intends to achieve its investment objective by investing, as a principal strategy, at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in Infrastructure Investments (the “80% Policy”). The Fund may change the 80% Policy without the approval of the Fund’s shareholders (the “Shareholders”) upon at least 60 days’ prior written notice to Shareholders. The Fund may invest up to 20% of its net assets (plus borrowings for investment purposes) in investments other than Infrastructure Investments (which may include liquid investments, such as cash, cash equivalents, traded debt instruments (broadly syndicated loans, high yield bonds, convertible securities and notes), fixed income securities, money market funds and other short-term investments and U.S. Treasury securities). Certain Infrastructure Investments may also be liquid investments.

Under normal market conditions, the Fund will invest more than 25% of its total assets in the infrastructure industry. The policy of concentration is a fundamental policy. This fundamental policy may not be changed without the approval of the holders of a majority of the Fund’s outstanding voting securities, as defined in the 1940 Act.

The Fund has applied for exemptive relief from the SEC that permits it to, among other things, co-invest with certain other persons, including certain affiliates of the Adviser and certain public or private funds managed by the Adviser and its affiliates, subject to certain terms and conditions.

Investing in the Shares involves certain risks. See “Risks” beginning on page 38 of this Prospectus.

	Offering Price(1)	MaximumSellingCommissions		Proceeds to Fund(2)
Class I Shares, per share	Current NAV	None		Current NAV
Class D Shares, per share	Current NAV, plus applicable front-end selling commissions	2.00	%	Current NAV, minus applicable front-end selling commissions
Class S Shares, per share	Current NAV, plus applicable front-end selling commissions	3.50	%	Current NAV, minus applicable front-end selling commissions

____________

(1)The Shares are or will be continuously offered each month at an offering price equal to net asset value (“NAV”) per share (plus an applicable front-end selling commissions, where relevant), measured at the close of business each day. The differences among the Shares relate to front-end selling commissions and ongoing distribution and servicing fees (the “Distribution and Servicing Fees”). No front-end selling commissions or distribution and servicing fees are paid with respect to Class I Shares. The Class D Shares and the Class S Shares are each subject to a front-end selling commission that may be charged by participating intermediaries of up to 2.00% and 3.50%, respectively. Any additional commissions or other forms of compensation paid to a broker or financial intermediary on sales of Class D Shares and Class S Shares are not reflected in the offering price. Only Class I Shares are available for purchase as of the date of this Prospectus. See “Purchasing Shares” for additional information.

(2)Pursuant to an Expense Limitation and Reimbursement Agreement (the “Expense Limitation and Reimbursement Agreement”), through [•], the Adviser has contractually agreed to waive and/or reimburse expenses of the Fund so that certain of the Fund’s expenses (“Specified Expenses,” as defined below) will not exceed [•]% of the Fund’s net assets (annualized). The Fund has agreed to repay these amounts, when and if requested by the Adviser, but only if and to the extent that Specified Expenses are less than [•]% of net assets (annualized) (or, if a lower expense limit under the Expense Limitation and Reimbursement Agreement is then in effect, such lower limit) within three years after the date the Adviser waived or reimbursed such fees or expenses. This arrangement cannot be terminated prior to [•], without the Board’s consent. “Specified Expenses” is defined to include all expenses incurred in the business of the Fund, including, among other things, organizational and offering costs, professional fees, and fees and expenses of the Administrator, Transfer Agent and Custodian, with the exception of (i) the Management Fee, (ii) the Incentive Fee, (iii) the Distribution and Servicing Fee (as defined below), (iv) portfolio level expenses, (v) brokerage costs or other investment-related out-of-pocket expenses, including costs incurred with respect to unconsummated investments, (vi) dividend/interest payments (including any dividend payments, interest expenses, commitment fees, or other expenses related to any leverage incurred by the Fund), (vii) taxes, and (viii) extraordinary expenses (such as litigation and other expenses not incurred in the ordinary course of the Fund’s business).

Simultaneously with the Fund beginning to accept offers to purchase Shares (“Commencement of Operations”), it is intended that [ISQ IIF Seed Fund, L.P.] (the “Predecessor Fund”) will reorganize with and transfer substantially all of its assets and liabilities to the Fund (the “Proposed Reorganization”). The Predecessor Fund maintains an investment objective, strategies and investment policies, guidelines and restrictions that are, in all material respects, equivalent to those of the Fund. The Predecessor Fund’s investments, if any, at the time of the Proposed Reorganization will be appropriate for investment by the Fund in light of the Fund’s investment objective and policies. The Predecessor Fund’s investment adviser is I Squared Capital Advisors (US) LLC.

The Proposed Reorganization is subject to approval by the Fund’s Board of Trustees (the “Board”) and the Predecessor Fund’s general partner. In considering whether to approve the Proposed Reorganization, the Board will consider whether participation in the Proposed Reorganization is in the best interests of the Fund’s existing Shareholders and whether the interests of the Fund’s existing Shareholders will be diluted as a result of the Proposed Reorganization. There is no guarantee that the Proposed Reorganization will be approved or consummated. In the event the Proposed Reorganization is not consummated, the Fund will invest the proceeds from the sale of Shares in accordance with its investment objective and strategies, leveraging the Adviser’s active pipeline of Infrastructure Investments.

Repurchases.The Fund intends, but is not obligated, to conduct quarterly tender offers for up to 5.0% of the aggregate NAV of its outstanding Shares at the applicable NAV per share as of the applicable valuation date. Repurchases will be made at such times and on such terms as may be determined by the Board, in its sole discretion. However, no assurance can be given that repurchases will occur or that any Shares properly tendered will be repurchased by the Fund.

Leverage.The Fund may use leverage to provide additional funds to support its investment activities, subject to the limitations of the 1940 Act effectively limiting the use of leverage through borrowing to representing indebtedness to 33⅓% of the Fund’s total assets in accordance with the 1940 Act. See “Leverage” and “Risks — Risks Related to the Fund’s Business and Structure — Borrowing.”

An investment in the Fund is speculative with a substantial risk of loss. The Fund and the Adviser do not guarantee any level of return or risk on investments and there can be no assurance that the Fund’s investment objective will be achieved. You should carefully consider these risks together with all of the other information contained in this Prospectus before making a decision to invest in the Fund.

•The Fund has no operating history.

•Shares are not listed on any securities exchange, and it is not anticipated that a secondary market for Shares will develop. Shares are subject to limitations on transferability, and liquidity will be provided only through limited repurchase offers. Although the Fund may offer to repurchase Shares from time to time, Shares will not be redeemable at an investor’s option nor will they be exchangeable for shares of any other fund. As a result, an investor may not be able to sell or otherwise liquidate his or her Shares. The Adviser intends to recommend to the Board that, in normal market circumstances, the Fund conduct quarterly repurchase offers of no more than 5.0% of the aggregate NAV of its outstanding Shares.

•An investment in the Fund is not suitable for investors who may need the money they invested in a specified timeframe. The frequency and timing of any repurchase offers are subject to the discretion of the Fund’s Board. There can be no assurance that the Fund will conduct repurchase offers in any particular period and Shareholders may be unable to tender Shares for repurchase for an indefinite period of time. See “Repurchase of Shares” herein.

•Shares are speculative and involve a high degree of risk, including the risks associated with leverage. See “Risks” herein.

•The amount of distributions that the Fund may pay, if any, is uncertain.

•The Fund may pay distributions in significant part from sources that may not be available in the future and that are unrelated to the Fund’s performance, such as offering proceeds, borrowings, and amounts from the Fund’s affiliates that are subject to repayment by investors.

•The Fund’s distributions may be funded from unlimited amounts of offering proceeds or borrowings, which may constitute a return of capital and reduce the amount of capital available to the Fund for investment. Any capital returned to Shareholders through distributions will be distributed after payment of fees and expenses.

•A return of capital to Shareholders is a return of a portion of their original investment in the Fund, thereby reducing the tax basis of their investment. As a result from such reduction in tax basis, Shareholders may be subject to tax in connection with the sale of Shares, even if such Shares are sold at a loss relative to the Shareholder’s original investment.

You should rely only on the information contained in this Prospectus and the Fund’s Statement of Additional Information. The Fund has not authorized anyone to provide you with different information. You should not assume that the information provided by this Prospectus is accurate as of any date other than the date shown below. Neither the SEC 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.

You should read this Prospectus, which contains important information about the Fund that you should know, before deciding whether to invest, and retain it for future reference. A Statement of Additional Information, dated [•], 2024, as may be amended from time to time (the “SAI”), containing additional information about the Fund, has been filed with the SEC and is incorporated by reference in its entirety into this Prospectus. You may request a free copy of the SAI, free copies of the Fund’s annual and semi-annual reports to Shareholders, and additional information about the

Fund by calling [•], by writing to [•] or visiting the Fund’s website at [•]. The information contained in, or accessed through, the Fund’s website is not part of this Prospectus. You may also obtain a copy of the SAI (and other information regarding the Fund) from the SEC’s website (http://www.sec.gov). You may also e-mail requests for these documents to publicinfo@sec.gov.

You should not construe the contents of this Prospectus as legal, tax or financial advice. You should consult with your own professional advisors as to the legal, tax, financial or other matters relevant to the suitability of an investment in the Fund.

This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, a security in any jurisdiction or to any person to whom it is unlawful to make such an offer or solicitation in that jurisdiction.

The Shares 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.

TABLE OF CONTENTS

	Page
Prospectus Summary	1
Summary of Fund Expenses	24
Financial Highlights	27
The Fund	28
Use of Proceeds	29
Investment Objective and Strategies	30
Leverage	37
Risks	38
Conflicts of Interest	76
Management of the Fund	82
Plan of Distribution	87
Purchasing Shares	89
Repurchase of Shares	93
Certain ERISA Considerations	95
Calculation of Net Asset Value and Valuation	98
Distributions and Dividends	100
Distribution Reinvestment Plan	101
Description of Shares	102
Certain Provisions in Declaration of Trust	103
Certain U.S. Federal Income Tax Considerations	105
Custodian and Transfer Agent	116
Legal Matters	117
Independent Registered Public Accounting Firm	118
Inquiries	119

Website Disclosure

The Fund’s website at [•] contains additional information about the Fund, but the contents of the website are not incorporated by reference into or otherwise a part of this Prospectus. From time to time, the Fund may use its website as a distribution channel for Fund information. This Prospectus, however, is the primary source for current, material information about the Fund.

i

Prospectus Summary

This is only a summary. This summary may not contain all of the information that you should consider before investing in the Fund. You should review the more detailed information contained in this Prospectus and in the Statement of Additional Information (the “SAI”), especially the information under the heading “Risks.”

The Fund	ISQ Infrastructure Income Fund (the “Fund”) is a non-diversified closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”) that invests primarily in credit (including preferred stock, warrants, and other convertible instruments) or other investments, which may include equity investments, in companies and entities that, at the time of investment, derive at least 50% of their revenue or profits from the ownership, operation, financing, or servicing of infrastructure assets and/or businesses (“Infrastructure Investments”). The Fund is managed by I Squared Capital Registered Advisor LLC, an affiliate of I Squared Capital Advisors (US) LLC (together with its affiliates, “ISQ”), a global infrastructure investment firm. The Fund is designed to provide investors access to the ISQ infrastructure platform through a continuous offering, while providing periodic liquidity opportunities and the transparency of a fund registered under the 1940 Act. The Fund is a Delaware statutory trust that intends to elect to be treated, and intends to qualify annually thereafter, as a regulated investment company (“RIC”) for U.S. federal income tax purposes under the Internal Revenue Code of 1986, as amended (the “Code”). The words “we,” “us” and “our” refer to ISQ Infrastructure Income Fund unless the context requires otherwise.
Potential Benefits of Investing in Infrastructure	ISQ believes that the Fund may provide investors with potential long-term portfolio benefits typically found in Infrastructure Investments that can make a strategy resilient in any economic environment:
	•Income:    Cash-flowing assets may provide a consistent yield. •Potential Downside Protection:    Regulated and highly contracted businesses provide long-term visibility into cash flows with reduced exposure to merchant pricing and volume risk. •Potential Inflation Protection:    Revenues may be linked to inflationary increases through contractual indexing or natural links to inflation that exist due to the essential nature of the underlying business. •Low Correlation to Other Asset Classes:    Unique return drivers that historically are less correlated to traditional asset classes.
Market Opportunity	ISQ believes that global infrastructure credit represents an attractive and growing opportunity for investors, especially for those with the specialized skills and resources to source, select, structure and execute transactions offering attractive risk-adjusted returns. ISQ believes the infrastructure credit space is underpinned by solid fundamental characteristics and tailwinds including:
	•defensive asset class with lower historical volatility relative to corporate credit;
	•low correlation relative to other asset classes;

1

	•large market addressing substantial infrastructure capital requirements;
	•debt maturity walls causing refinancing pressures for borrowers;
	•rise in sponsor backed companies; and
	•shift to alternative sources of capital.
	In addition to the above fundamental tailwinds, traditional lenders, including banks, are gradually scaling back their lending in the infrastructure sector. ISQ believes that regulatory changes and structural limitations are constraints to the amount of capital available to many infrastructure companies. Historically, many commercial banks have been the principal source of debt for infrastructure assets. While ISQ expects banks will continue to play a significant role in larger, more straightforward, transactions, ISQ believes post-financial crisis bank regulation and stricter lending criteria have limited, and are expected to continue to limit, the universe of infrastructure companies and projects that can access commercial banks as a source of capital.
Who May Want to Invest	Investors should consider their financial situations and needs, other investments, investment goals, investment experience, time horizons, liquidity needs and risk tolerance before investing in the Fund. An investment in the Fund is not appropriate for all investors, and the Fund is not intended to be a complete investment program.
	The Fund seeks to provide investors with exposure to infrastructure assets by investing primarily in credit or other investments in infrastructure businesses. ISQ believes that the Fund may provide investors with the potential long-term portfolio benefits typically found in Infrastructure Investments that have the potential to be resilient in most economic environments. The Fund may be an appropriate investment for long-term investors who are seeking:
	•a portfolio of high-quality Infrastructure Investments with the transparency of a registered investment company;
	•Infrastructure Investments that may offer the potential benefit of income through cash-flowing assets; and
	•the potential opportunity for long-term capital appreciation.
Investment Objective	The Fund’s investment objective is to seek to generate current income and, to a lesser extent, to provide long-term capital appreciation. There can be no assurance that the Fund will achieve its investment objective.
Investment Strategy and Guidelines	The Fund seeks to achieve its investment objective by investing in a diversified portfolio of Infrastructure Investments exhibiting stable infrastructure characteristics with low correlation to each other, while attempting to offer downside protection and attractive risk-adjusted returns with a focus on current cash yield. The Fund expects to focus on senior secured Infrastructure Investments, but may also invest in subordinated, unsecured or other types of Infrastructure Investments, including equity investments. The Fund will focus its investments in investment grade and non-investment grade quality credits, targeting a variety of bespoke Infrastructure Investments including construction financing, acquisition financing, liquidity and growth capital, refinancing, recapitalization and restructuring opportunities. The Fund

2

expects to deploy the Fund’s capital primarily in assets located in investment grade member states of the Organization for Economic Co-operation and Development (“OECD”), principally in North America and Europe, and, to a lesser extent, in selected growth economies in Asia and Latin America, including issuers whose assets or operations are located, as determined by the Adviser, primarily in jurisdictions that are investment grade rated but are not OECD member states. The Fund expects to seek investments in sectors with the potential for attractive risk-adjusted returns, generally focusing on energy, renewables, utilities, transportation and logistics, digital infrastructure, environmental infrastructure and social infrastructure. The Fund generally expects to focus on the middle market but may also target larger investments. The Fund may invest in Infrastructure Investments as a co-investor with other ISQ affiliates, funds, clients and accounts, subject to compliance with the 1940 Act.

ISQ’s overarching investment thesis is rooted in the twin elements of potential value creation and downside mitigation, incorporating the use of a systematic and comprehensive framework for measuring and evaluating risk-adjusted returns (the “Risk Model”). In the case of credit, value creation is measured by the ability to originate complex transactions, accurately underwrite and price long-term value, and creatively structure these transactions to secure flexibility and complexity premiums in a risk-adjusted manner. ISQ has knowledge and experience in structuring complex and bespoke transactions across the capital structure with a focus on downside protection and capital preservation. The proprietary Risk Model has been adjusted to incorporate features specific to credit transactions, aiming to ensure the methodology of comparing assets on a global and sector-diverse basis remains consistent across the ISQ platform.

Consistent with overarching asset quality and risk management frameworks, the Fund seeks to lend to companies that exhibit infrastructure characteristics, including some or all of the following:

•stable and well-defined regulation and policy framework;

•high barriers to entry with low price elasticity;

•well defined operational structure with attractive upside;

•insulation from the business cycle with low income elasticity;

•long duration assets, typically ten years or more;

•stable cash flows that grow with inflation;

•positive long-term variables such as demographics that provide downside mitigation;

•strong management teams with the necessary resources and experience to successfully implement their business plan; and

•efforts to embed environmental, social, and governance (“ESG”) considerations into its investment strategy.

3

	Infrastructure assets and businesses may fall under several sectors, including, but not limited to, renewable and energy (e.g., solar, wind and battery storage), environmental and utilities (e.g., waste and water management, regulated utilities, and smart meters), transportation and logistics (logistics and ancillary services, ports and intermodal activities and electric vehicles), digital infrastructure (e.g., communication towers, fiber and broadband networks, and data centers), and social infrastructure (e.g., skilled nursing care, healthcare and education).
	Under normal market conditions, the Fund intends to achieve its investment objective by investing, as a principal strategy, at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in Infrastructure Investments (the “80% Policy”). The Fund may change the 80% Policy without the approval of the Fund’s shareholders (the “Shareholders”) upon at least 60 days’ prior written notice to Shareholders. The Fund may invest up to 20% of its net assets (plus borrowings for investment purposes) in investments other than Infrastructure Investments (which include liquid investments, such as cash, cash equivalents, traded debt instruments (broadly syndicated loans, high yield bonds, convertible securities and notes), fixed income securities, money market funds and other short-term investments and U.S. Treasury securities). Certain Infrastructure Investments may also be liquid investments.
	Under normal market conditions, the Fund will invest more than 25% of its total assets in the infrastructure industry. The policy of concentration is a fundamental policy. This fundamental policy may not be changed without the approval of the holders of a majority of the Fund’s outstanding voting securities, as defined in the 1940 Act.
	The Fund has applied for exemptive relief by the U.S. Securities and Exchange Commission (the “SEC”) that permits it to, among other things, co-invest with certain affiliates of the Adviser and certain public or private funds managed by the Adviser and its affiliates, subject to certain terms and conditions.
Deal Origination	ISQ has developed a pipeline over time of credit and equity investment opportunities sourced through the networks of the ISQ investment team, the asset management team, operating team, senior advisors and the management of its investment platforms. ISQ’s on-the-ground teams maintain a dialogue with pre-identified industry participants at all levels, creating the potential for credit and equity investment opportunities that do not rely on auctions or sell-side financial advisors. ISQ believes that its global investment approach provides ISQ with the flexibility to deploy capital, whether as credit or equity, in attractive risk-adjusted opportunities. In addition, with companies operating across several continents, a global approach positions ISQ to have a more meaningful dialogue with potential users of its capital across geographies. The Fund will have dedicated access to and benefit from this pipeline sourcing team to compliment origination efforts of the ISQ credit and equity teams.
ISQ Initial Capital Contribution	ISQ has committed to invest up to $[•] million in Class I Shares of the Fund.
The Offering	The Fund is or will be conducting a continuous offering of common shares of beneficial interest (“Shares”) on a monthly basis in an offering registered under the Securities Act of 1933, as amended (the “Securities Act”) and the 1940 Act (the “Offering”).

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	We intend to offer three classes of Shares on a continuous basis: Class S Shares (“Class S Shares”), Class D Shares (“Class D Shares”) and Class I Shares (“Class I Shares”). In connection with the offering of multiple classes of Shares, the Fund intends to apply for exemptive relief (the “Multi-Class Exemptive Relief”) from the SEC that, if granted, will permit the Fund to issue multiple classes of shares and to impose asset-based distribution fees and early-withdrawal fees. Until such Multi-Class Exemptive Relief is granted, only Class I Shares will be available for purchase. Upon receiving the Multi-Class Exemptive Relief, the Fund will also offer Class S Shares and Class D Shares and may offer additional classes of shares in the future.
	Shares will generally be offered for purchase as of the first business day of each calendar month, or at such other times as determined in the discretion of the Board of Trustees (the “Board”), at an offering price equal to net asset value (“NAV”) per Share (plus an applicable front-end selling commission), measured as of the close of business on the last business day of the immediately preceding month. A purchase order received by the Fund or its designee prior to the close of regular trading (generally, 4:00 p.m. Eastern Time) on the New York Stock Exchange (“NYSE”) at least five business days prior to the first calendar day of the month (unless waived by the Fund or its designee), together with payment made in one of the ways described above will be effected at that day’s NAV plus any applicable selling commissions.
	The differences among the Shares relate to front-end selling commission and ongoing distribution and shareholder servicing fees. No front-end selling commissions are paid with respect to Class S Shares, Class D Shares or Class I Shares; however, if you buy Class S Shares or Class D Shares through certain financial intermediaries, they may directly charge you transaction or other fees, including front-end placement fees or brokerage commissions, in such amount as they may determine, provided that financial intermediaries limit such charges to a 3.50% and 2.00% cap on NAV for Class S Shares and Class D Shares, respectively. Class I Shares are not subject to such fees. Investors purchasing Class S Shares and Class D Shares will be subject to annual distribution and shareholder servicing fees of 0.85% and 0.25%, respectively (the “Distribution and Servicing Fees”). Holders of the Shares have equal rights and privileges with each other, except with respect to such transaction fees and the Distribution and Servicing Fees. See “— Ongoing Distribution and Servicing Fees” and “Summary of Fund Expenses” for information on Distribution and Servicing Fees. All or a portion of the Distribution and Servicing Fee may be used to pay for sub-transfer agency, sub-accounting and certain other administrative services. The Fund may also pay for certain sub-transfer agency, sub-accounting and administrative services outside of the Distribution and Servicing Fee. Investors should consult with their selling agents about the selling commissions and any additional fees or charges their selling agents might impose on each class of Shares.
Investment Adviser	The Fund is managed by I Squared Capital Registered Advisor LLC (the “Adviser”), an affiliate of ISQ and an investment adviser which intends to register under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Founded in 2012, ISQ is an independent fund manager specializing in investing in and managing infrastructure assets globally, including North America, Europe, Asia-Pacific and Latin America. With $39.0 billion of assets under management as of December 31, 2023, ISQ seeks investments in sectors with the potential for attractive risk-adjusted returns, generally focusing on energy, renewables, utilities, transportation and logistics, digital infrastructure, environmental infrastructure and social infrastructure.

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Investment Sub-Adviser	The Adviser has entered into an investment sub-advisory agreement (the “Sub-Advisory Agreement”) with [•] (the “Sub-Adviser”), a [•] and a [registered] investment adviser under the Advisers Act. Founded in [•], the Sub-Adviser is [•]. The Sub-Adviser’s principal offices are located at [•]. The Board approved the Sub-Adviser as a sub-adviser to manage the Fund’s [•]. The sub-advisory fee payable to Sub-Adviser will be paid by the Adviser rather than paid separately by the Fund.
Advisory Agreement	The Fund and the Adviser have entered into an investment advisory agreement (the “Advisory Agreement”) pursuant to which the Adviser is entitled to receive a base management fee and an incentive fee.
	The base management fee (the “Management Fee”) is accrued and payable monthly in arrears at the annual rate of [•]% of the Fund’s total managed assets, which is calculated as of the close of business on the last business day of each month.
	The Adviser has contractually agreed to waive its Management Fee for a period of six (6) months from the effectiveness of the Fund’s registration statement (the “Waiver Period”). Following the Waiver Period, the Adviser will receive a Management Fee at an annual rate of [•]% of the Fund’s total managed assets, which is calculated as of the close of business on the last business day of each month.
	The Fund pays an incentive fee (the “Incentive Fee”) based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of net assets at the end of the immediate preceding quarter from, interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies) accrued during the calendar quarter, minus operating expenses accrued for the quarter (including the management fee, expenses payable under any administration agreement, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the Incentive Fee and any Distribution and Servicing Fees). Shareholders may be charged a fee on an income amount that is higher than the income Shareholders may ultimately receive.
	Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind (“PIK”) interest and zero-coupon securities), accrued income that has not yet been received in cash. Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The impact of expense support payments and recoupments are also excluded from Pre-Incentive Fee Net Investment Income Returns.
	Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of our net assets at the end of the immediately preceding quarter, is compared to a“hurdle rate” of return of [•]% per quarter ([•]% annualized).

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	The Fund will pay the Adviser the Incentive Fee quarterly in arrears with respect to our Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows:
	•No incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which our Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of [•]% per quarter ([•]% annualized);
	•100% of the dollar amount of our Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate but is less than a rate of return of [•]% ([•]% annualized). We refer to this portion of our Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than [•]%) as the “catch-up.” The “catch-up” is meant to provide the Adviser with approximately [•]% of our Pre-Incentive Fee Net Investment Income Returns as if a hurdle rate did not apply if this net investment income exceeds [•]% in any calendar quarter; and
	•[•]% of the dollar amount of our Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of [•]% ([•]% annualized). This reflects that once the hurdle rate is reached and the catch-up is achieved, [•]% of all Pre-Incentive Fee Net Investment Income Returns thereafter are allocated to the Adviser.
	The Fund intends to apply for exemptive relief from the SEC that would permit the Fund to pay the Adviser all or a portion of its management and incentive fees in Shares in lieu of paying the Adviser an equivalent amount of such fees in cash. As a condition of this exemptive relief, the Adviser will have to commit not to sell any Shares received in lieu of a cash payment of its management and incentive fees for at least 12 months from the date of issuance, except in exceptional circumstances.
	See “Management of the Fund — Advisory Agreement” and “— Expenses and Reimbursement” below for additional information concerning fees.
Repurchases	The Fund does not currently intend to list the Shares for trading on any securities exchange or any other trading market in the near future. The Fund intends, but is not obligated, to conduct quarterly tender offers in accordance with Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Securities Act”) for up to 5.0% of its outstanding Shares at the applicable NAV per share as of the applicable valuation date in the sole discretion of the Board. In the event a tender offer is oversubscribed by Shareholders who tender Shares, the Fund will repurchase a pro rata portion of the Shares tendered by each Shareholder, extend the tender offer, or take any other action with respect to the tender offer permitted by applicable law. Any repurchase of Shares from a Shareholder that were held for less than one year (on a first-in, first-out basis) will be subject to an early repurchase fee (the “Early Repurchase Fee”) equal to 2% of the NAV (measured as of the repurchase date) of any Shares repurchased by the Fund. If an Early Repurchase Fee is charged to a Shareholder, the amount of such fee will be retained by the Fund. An Early Repurchase Fee payable by a Shareholder may be waived by the Fund, in circumstances where the Board determines that doing so is in the best interests of the Fund and in a manner as will not discriminate unfairly against any Shareholder.

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	Repurchases will be made at such times and on such terms as may be determined by the Board, in its sole discretion. However, no assurance can be given that repurchases will occur or that any Shares properly tendered will be repurchased by the Fund. In any given quarter, the Adviser may or may not recommend to the Board that the Fund conduct a tender offer. For example, if adverse market conditions cause the Fund’s investments to become more illiquid or trade at depressed prices or if the Adviser believes that conducting a tender offer for 5.0% of the Fund’s outstanding Shares would impose an undue burden on Shareholders who do not tender compared to the benefits of giving Shareholders the opportunity to sell all or a portion of their Shares at NAV, the Fund may choose not to conduct a tender offer or may choose to conduct a tender offer for less than 5.0% of its outstanding Shares. Regardless of the recommendation of the Adviser, the Board may or may not determine to cause the Fund to conduct a tender offer for any given quarter. Following the commencement of an offer to repurchase Shares, the Fund may suspend, postpone or terminate such offer in certain circumstances upon the determination of a majority of the Board, including a majority of the independent trustees, that such suspension, postponement or termination is advisable for the Fund and its Shareholders, including, without limitation, circumstances as a result of which it is not reasonably practicable for the Fund to dispose of its investments or to determine its NAV, and other unusual circumstances. Shareholders may withdraw their written tenders after the expiration of 40 business days from the commencement of the offer if the tender has not yet been accepted by the Fund for payment.
	The Fund intends to comply with an exemption under Financial Industry Regulatory Authority (“FINRA”) Rule 5110 that requires the Fund to make at least two tender offers per calendar year. However, there may be quarters in which no tender offer is made, and it is possible that no future tender offers will be conducted by the Fund at all. If a tender offer is not made, Shareholders may not be able to sell their Shares as it is unlikely that a secondary market for the Shares will develop or, if a secondary market does develop, Shareholders may be able to sell their Shares only at substantial discounts from NAV. If the Fund does conduct tender offers, it may be required to sell its more liquid, higher quality portfolio securities to fund the purchase of Shares that are tendered, which may increase risks for remaining Shareholders and increase fund expenses as a percent of assets. The Fund is designed primarily for long-term investors and an investment in the Shares should be considered illiquid.
Use of Leverage	The Fund intends to add leverage, from time to time, to its portfolio by utilizing borrowings, such as through bank loans and/or other credit facilities. The Fund may also enter into other transactions that may give rise to a form of leverage including, among others, loans of portfolio securities. Although it has no current intention to do so, the Fund may also determine to issue preferred shares or other types of senior securities to add leverage to its portfolio. The Board may authorize the issuance of preferred shares without the approval of the Shareholders of the Fund. If the Fund issues preferred shares in the future, all costs and expenses relating to the issuance and ongoing maintenance of the preferred shares will be borne by the Shareholders, and these costs and expenses may be significant. The Fund may choose to increase or decrease, or eliminate entirely, its use of leverage over time and from time to time based on the Adviser’s assessment of the yield curve environment, interest rate trends, market conditions and other factors.

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The net proceeds the Fund obtains from leverage utilized may be invested in accordance with the Fund’s investment objective and policies as described in this Prospectus. At such times as the Fund invests the net proceeds from leverage, so long as the rate of return, net of applicable Fund expenses, on the debt obligations and other investments purchased by the Fund exceeds the costs to the Fund of the leverage it utilizes, the investment of the Fund’s assets attributable to leverage will generate more income than will be needed to pay the costs of the leverage. If so, and all other things being equal, the excess may be used to pay higher distributions to Shareholders than if the Fund were not so leveraged. It is anticipated that the Fund will have access to a credit facility, which generally will be used for short-term working capital requirements (i.e., funding investments or paying Fund expenses in advance of the receipt of subscriptions) and may also be used for liquidity purposes.

The 1940 Act generally prohibits the Fund from engaging in most forms of leverage (including the use of bank loans or other credit facilities, and loans of portfolio securities) unless immediately after the issuance of the leverage the Fund has satisfied the asset coverage test with respect to senior securities representing indebtedness prescribed by the 1940 Act; that is, the value of the Fund’s total assets less all liabilities and indebtedness not represented by senior securities (for these purposes, “total assets”) is at least 300% of the senior securities representing indebtedness (effectively limiting the use of leverage through senior securities representing indebtedness to 33 1∕3% of the Fund’s total assets in accordance with the 1940 Act). In addition, the Fund is not permitted to declare any cash dividend or other distribution on Shares unless, at the time of such declaration, this asset coverage test is satisfied. For the purpose of borrowing money, “asset coverage” means the ratio that the value of the Fund’s total assets, minus liabilities other than borrowings, bears to the aggregate amount of all borrowings. Certain trading practices and investments may be considered to be borrowings and thus subject to the 1940 Act restrictions. On the other hand, certain practices and investments may involve leverage but are not considered to be borrowings under the 1940 Act, such as the purchasing of securities on a when-issued or delayed delivery basis, entering into reverse repurchase agreements, credit default swaps or futures contracts, engaging in short sales and writing options on portfolio securities, so long as the Fund complies with an applicable exemption in Rule 18f-4. Borrowing, especially when used for leverage, may cause the value of the Fund’s shares to be more volatile than if the Fund did not borrow. This is because borrowing tends to magnify the effect of any increase or decrease in the value of the Fund’s portfolio holdings. Borrowed money thus creates an opportunity for greater gains, but also greater losses. To the extent that the Fund engages in borrowings, it may prepay a portion of the principal amount of the borrowing to the extent necessary in order to maintain the required asset coverage. Failure to maintain certain asset coverage requirements could result in an event of default.

Leveraging is a speculative technique, and there are special risks and costs involved. There is no assurance that the Fund will utilize borrowings, issue preferred shares or utilize any other forms of leverage. If used, there can be no assurance that the Fund’s leveraging strategies will be successful or result in a higher yield on the Shares. When leverage is used, the NAV of the Shares and the yield to Shareholders will be more volatile. In addition, interest and other expenses borne by the Fund with respect to its use of borrowings or any other forms of leverage are borne by the Shareholders and result in a reduction of the NAV of the Shares.

Please see “Leverage” and “Risks — Risks Related to the Fund’s Business and Structure — Borrowing” for additional information regarding leverage and related risks.

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Plan of Distribution	The Fund intends to apply for the Multi-Class Exemptive Relief by the SEC that, if granted, permits the Fund to issue multiple classes of shares and to impose asset-based distribution fees and early withdrawal fees. In addition to the Class S Shares, Class D Shares and Class I Shares, the Fund may offer additional classes of shares in the future. The Fund’s Shares are sold at a public offering price equal to their NAV per share, plus a front-end selling commission that may be charged by participating intermediaries where applicable. Each share class represents an investment in the same portfolio of investments, but each class has its own expense structure and arrangements for shareholder services or distribution, which allows you to choose the class that best fits your situation and eligibility requirements. Class S Shares and Class D Shares of the Fund are primarily offered and sold to retail investors by certain broker-dealers which are members of FINRA and which have agreements with the Fund’s Dealer Manager to sell Class S Shares, but may be made available through other financial firms, including banks and trust companies and to specified benefit plans (as defined below) and other retirement accounts. Each class of Shares has its own specific eligibility requirements. See “— Minimum Investment” and “Purchasing Shares” for additional information.
Distributions and Dividends	The Fund intends to distribute substantially all of its net investment income to common Shareholders in the form of distributions. Under normal market conditions, the Fund expects to pay regular monthly distributions commencing with the first full calendar quarter following the date that the Fund first publicly sells shares to a person or entity other than the Adviser or its affiliates. The Fund intends to declare distributions and distribute them on a monthly basis. In addition, the Fund intends to distribute any net capital gains it earns from the sale of portfolio securities to Shareholders no less frequently than annually, although net short-term capital gain distributions may be paid more frequently. However, the Fund cannot guarantee that it will make distributions and the amount of distributions that the Fund may pay, if any, is uncertain. Please see “Distributions and Dividends” for additional information.
	The Fund intends to pay common Shareholders annually all, or at least 90%, of its investment company taxable income. Various factors will affect the level of the Fund’s investment company taxable income, such as its asset mix. Distributions may be paid to the holders of the Fund’s Shares if, as and when authorized by the Board and declared by the Fund out of assets legally available therefor. To permit the Fund to pay monthly distributions, it may from time to time distribute less than the entire amount of income earned in a particular period, with the undistributed amount being 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 during that period. Because the Fund’s income will fluctuate and the Fund’s distribution policy may be changed by the Board at any time, there can be no assurance that the Fund will pay distributions or dividends. Distributions are subject to re-characterization for federal income tax purposes after the end of the fiscal year.
	Distributions paid by the Fund will be reinvested in additional Shares of the Fund, unless a Shareholder elects to receive all distributions in cash. See “Distribution Reinvestment Plan” for additional information.
Expenses and Reimbursement	Except to the extent that the Adviser has elected to pay such expenses, the Fund will reimburse the Adviser for any actual third-party expenses incurred on its behalf. Such expenses include, but are not limited to, costs related to valuation, audit, reporting, regulatory, administration, compliance and financing as well as legal services.

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	The Adviser has or will agree to fund the Fund’s organizational and offering expenses until the initial sale of Shares in this offering. The Fund will reimburse these expenses, subject to a specified expense cap and reimbursement limitations (as detailed below).
	Pursuant to an Expense Limitation and Reimbursement Agreement (the “Expense Limitation and Reimbursement Agreement”), through [•], the Adviser intends to contractually agree to waive its fees and/or reimburse expenses of the Fund so that the Fund’s Specified Expenses (as defined below) will not exceed [•]% of the Fund’s net assets (annualized). The Fund has agreed to repay these amounts, when and if requested by the Adviser, but only if and to the extent that Specified Expenses are less than [•]% of net assets (annualized) (or, if a lower expense limit under the Expense Limitation and Reimbursement Agreement is then in effect, such lower limit) within three years after the date the Adviser waived or reimbursed such fees or expenses. This arrangement cannot be terminated prior to [•] without the Board’s consent.
	“Specified Expenses” includes all expenses incurred in the business of the Fund, including, among other things, organizational and offering costs, professional fees, and fees and expenses of the Fund’s administrator, transfer agent and custodian, with the exception of (i) the Management Fee, (ii) the Incentive Fee, (iii) the Distribution and Servicing Fee, (iv) portfolio level expenses, (v) brokerage costs or other investment-related out-of-pocket expenses, including costs incurred with respect to unconsummated investments, (vi) dividend/interest payments (including any dividend payments, interest expenses, commitment fees, or other expenses related to any leverage incurred by the Fund), (vii) taxes, and (viii) extraordinary expenses (as determined in the sole discretion of the Adviser).
Valuation	The Fund determines its NAV (i) as of the close of business on the last business day of each calendar month; (ii) on each date that Shares are to be repurchased in connection with the Fund’s offer to purchase Shares; and (iii) at such other times as the Board shall determine (each, a “Determination Date”) typically as of the regularly scheduled close of normal trading on the NYSE (generally, 4:00 p.m., Eastern Time). The Fund determines the NAV per share of each class of Shares by dividing the value of the Fund’s securities, cash and other assets (including interest accrued but not collected) less all its liabilities (including accrued expenses, the liquidation preference of any outstanding preferred shares, if any, and dividends payable) by the total number of Shares outstanding. The Fund’s portfolio investments are valued based upon market quotations or, if market quotations are not readily available, at fair value as determined in good faith under valuation policies and procedures established by the Board. These valuation policies and procedures include pricing methodologies for determining the fair value of certain types of securities and other assets held by the Fund that do not have quoted market prices, and authorize the use of other pricing sources, such as bid prices supplied by a principal market maker and evaluated prices supplied by pricing vendors that employ analytic methodologies that take into account the prices of similar securities or investments and other market factors. Exchange-traded options, futures and options on futures are valued at the settlement price determined by the exchange.
	The Fund may invest in foreign instruments that are denominated in currencies other than the U.S. dollar. Foreign currency exchange rates are generally determined as of the close of business on the NYSE. Foreign instruments owned by the Fund may trade on weekends or other days when the Fund’s Shares do not trade. As a result, the Fund’s NAV may change on days when you will not be able to purchase or sell shares.

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	The Board has designated the Adviser as the “valuation designee” pursuant to the provisions of Rule 2a-5 under the 1940 Act (the “Valuation Designee”). If the Valuation Designee determines that a market quotation for an investment is not reliable based on, among other things, events or market conditions that occur with respect to one or more securities held by the Fund or the market as a whole, after the quotation is derived or after the closing of the primary market on which the security is traded, but before the time that the Fund’s NAV is determined, the Fund may use “fair value pricing,” which is implemented by a valuation committee made up of representation from the Valuation Designee (“Valuation Committee”). In addition, the Fund may use fair value pricing determined by the Valuation Committee if the pricing source does not provide an evaluated price for an investment or provides an evaluated price that, in the judgment of the Valuation Designee, does not represent fair value.
	Different valuation methods may result in differing values for the same investment. The fair value of a portfolio investment that the Fund uses to determine its NAV may differ from the investment’s quoted or published price of the investment.
	Fair value pricing procedures are designed to result in prices for the Fund’s securities and its NAV that are reasonable in light of the circumstances which make or have made market quotations unavailable or unreliable. There is no assurance, however, that fair value pricing will accurately reflect the market value of an investment.
	At least annually, the Valuation Designee reviews the appropriateness of the Fund’s valuation policies and procedures.
Administrator & Sub-Administrator	[I Squared Capital Advisors (US) LLC] (the “Administrator”) serves as the Fund’s administrator and accounting agent. The Administrator will provide, or oversee the performance of, administrative and compliance services, including, but not limited to, maintaining financial records, overseeing the calculation of NAV, compliance monitoring (including diligence and oversight of our other service providers), preparing reports to Shareholders and reports filed with the SEC, preparing materials and coordinating meetings of the Board, managing the payment of expenses and the performance of administrative and professional services rendered by others and providing office space, equipment and office services. The Fund will reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations under the Administration Agreement.
	[•] (the “Sub-Administrator”) will provide certain administrative and fund accounting services pursuant to a fund services agreement with the Fund (the “Fund Services Agreement”). Pursuant to the Fund Services Agreement, and subject to the supervision of the Administrator, the Sub-Administrator will provide certain administrative services to the Fund that are not otherwise provided by the Administrator, which include, but are not limited to: processing and tracking investor transactions, including subscriptions, redemptions, transfer and exchanges; maintaining a shareholder registry; processing trade information daily; processing invoice payments, cash receipts and disbursements; assisting in securities valuation; performing portfolio accounting services; and assisting in the preparation of financial reports.
Custodian and Transfer Agent	[•] (the “Custodian”) serves as the Fund’s custodian. [•] (the “Transfer Agent”) serves as the Fund’s transfer agent. See “Custodian and Transfer Agent” for additional information.

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Dealer Manager	[•] (the “Dealer Manager”) is the principal underwriter and distributor of the Shares and serves in that capacity on a best efforts basis, subject to various conditions. Other broker-dealers (“Selling Agents”) may be appointed by the Dealer Manager to assist in the sale of the Shares on a best efforts basis. See “Plan of Distribution” for additional information.
Selling Commissions	Class S Shares are subject to a front-end selling commission that may be charged by participating intermediaries of up to 3.50% of the total purchase price per Class S Share.
	Class D Shares are subject to a front-end selling commission that may be charged by participating intermediaries of up to 2.00% of the total purchase price per Class D Share.
	Class I Shares are not subject to any front-end selling commission.
	Front-end selling commissions may be reduced for certain categories of purchasers and for volume discounts, as disclosed in this Prospectus. The Selling Agents may, in their sole discretion, reduce or waive the front-end selling commissions on a non-scheduled basis in individual cases.
	The Dealer Manager anticipates that all or a portion of the front-end selling commissions with respect to the Class S and Class D Shares will be retained by, or reallowed (paid) to, participating Selling Agents. No front-end selling commissions will be paid with respect to purchases of Class S Shares, Class D Shares or any Shares sold pursuant to the Distribution Reinvestment Plan (“DRIP”). Selling Agents typically receive the front-end selling commissions with respect to the Class S Shares and Class D Shares purchased by investors. Investors should consult with their Selling Agent about the front-end selling commissions and any additional fees or charges their Selling Agent might impose on each class of Shares.
Ongoing Distribution and	The Fund intends to adopt a Distribution and Servicing Plan (the “Plan”) for its Shares to pay to the Dealer Manager a Distribution and Servicing Fee of 0.85% of NAV per annum for Class S Shares and 0.25% of NAV per annum for Class D Shares, accrued and payable monthly.
Servicing Fees	Under the Plan, the classes of Shares of the Fund pay distribution and other fees to the Dealer Manager as compensation for its services, which the Dealer Manager generally pays (or “reallows”) to participating Selling Agents. A portion of the Distribution and Servicing Fee may also be used to pay for sub-transfer agency, sub-accounting and certain other administrative services that are not required to be paid pursuant to a “service fee” under FINRA rules. The remainder is for distribution support and related services.
Unlisted Closed-End Fund Structure; Limited Liquidity	The Fund does not currently intend to list the Shares for trading on any securities exchange or any other trading market in the near future. There is currently no secondary market for the Shares and the Fund does not expect any secondary market to develop for the Shares. Shareholders of the Fund are not able to have their Shares repurchased or otherwise sell their Shares on a daily basis, because the Fund is an unlisted closed-end fund. An investment in the Fund is suitable only for investors who can bear the risks associated with private market investments with potential limited liquidity of the Shares as described in “Repurchases” above.

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Minimum Investment	Generally, the minimum initial investment amount for Class S Shares and Class D Shares is $2,500. The minimum initial investment amount for Class I Shares is $1,000,000. The minimum amount for subsequent investment for Class S Shares, Class D Shares and Class I Shares is $1,000, except for additional purchases pursuant to the DRIP, which are not subject to a minimum purchase amount. The minimum investment for each class of Shares can be modified or waived in the sole discretion of the Fund. See “Purchasing Shares” for additional information.
Investor Suitability	Investors should consider their financial situations and needs, other investments, investment goals, investment experience, time horizons, liquidity needs and risk tolerance before investing in the Fund. An investment in the Fund is not appropriate for all investors, and the Fund is not intended to be a complete investment program.
	An investment in the Shares is most suitable for investors who are seeking exposure to Infrastructure Investments and who seek to attain attractive risk-adjusted returns with a focus on current cash yield. An investment in the Shares is least suitable for persons who require liquidity or guaranteed income.
	Before making your investment decision, you should (i) consider the suitability of this investment with respect to your investment objective and personal financial situation and (ii) consider factors such as your personal net worth, income, age, risk tolerance and liquidity needs. An investment in the Fund should not be viewed as a complete investment program.
	An investment in the Fund involves a considerable amount of risk. It is possible that you may lose part or all of your investment in the Fund. An investment in the Fund is suitable only for investors who can bear the risks associated with private market investments with potential limited liquidity of the Shares. The Shares should be viewed as a long-term investment within a multi-asset personal portfolio and should not be viewed individually as a complete investment program.
	Class I Shares are generally available for purchase in this offering only (1) through fee-based programs, also known as wrap accounts, that provide access to Class I Shares, (2) by endowments, foundations, pension funds and other institutional investors, (3) through participating broker-dealers that have alternative fee arrangements with their clients to provide access to Class I Shares, (4) through certain registered investment advisers, (5) by the employees, officers and directors of the Adviser (and its affiliates) and their family members, and joint venture partners, consultants, other service providers, and other similar parties or (6) other categories of investors that we name in an amendment or supplement to this Prospectus.
	Class D Shares are generally available for purchase in this offering only (1) through fee-based programs, also known as wrap accounts, that provide access to Class D Shares, (2) through participating broker-dealers that have alternative fee arrangements with their clients to provide access to Class D Shares, (3) through transaction/brokerage platforms at participating broker-dealers, (4) through certain registered investment advisers, (5) through bank trust departments or any other organization or person authorized to act in a fiduciary capacity for its clients or customers or (6) other categories of investors that we name in an amendment or supplement to this Prospectus.

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	Class S Shares may be offered for investment through certain financial firms that charge their customers transaction or other fees with respect to their customers’ investments in the Fund. Class S Shares are not available for purchase directly from the Dealer Manager and are primarily offered and sold to retail investors by certain broker-dealers which are members of FINRA and which have agreements with the Dealer Manager to sell Class S Shares, but may be made available through other financial firms, including banks and trust companies, and to specified benefit plans (as defined below) and other retirement accounts.
Summary of Risks	Investing in the Fund involves risks, including the risk that a Shareholder may receive little or no return on his or her investment or that a Shareholder may lose part or all of his or her investment. The Fund should be considered a speculative investment that entails substantial risks, and a prospective investor should invest in the Fund only if they can sustain a complete loss of their investment. Below is a summary of some of the principal risks of investing in the Fund.
	Shareholders should consider carefully the following principal risks before investing in the Fund:
	No Operating History.    The Fund and the Adviser are newly formed entities with no operating history upon which to base an investment decision or evaluate the Fund’s likely performance. Shareholders must rely upon the Adviser to identify, structure, and implement investments consistent with the investment objectives and policies. The Fund is subject to all of the business risks and uncertainties associated with any new business, including the risk that it will not achieve its investment objectives and that the value of Shares could decline substantially or even result in a total loss. As of the date of this Prospectus, the Fund has not begun operation and has not secured any particular investment.
	Investment and Market Risk.    An investment in the Fund involves a considerable amount of risk. Before making an investment decision, a prospective investor should (i) consider the suitability of this investment with respect to his or her investment objectives and personal situation and (ii) consider factors such as his or her personal net worth, income, age, risk tolerance and liquidity needs. Your investment in Shares represents an indirect investment in the assets owned by the Fund, and the value of these assets will fluctuate, sometimes rapidly and unpredictably, and such investment is subject to investment risk, including the possible loss of the entire principal amount invested. The Fund will be materially affected by market, economic and political conditions globally and in the jurisdictions and sectors in which it invests or operates, including factors affecting interest rates, the availability of credit, currency exchange rates and trade barriers.
	Infrastructure Risk.    The Fund’s investments in infrastructure securities involve risks. Infrastructure companies may be subject to a variety of factors that may adversely affect their business or operations, including risks associated with the general economic climate, geographic or market concentration, climatic risks, the ability of the Fund to manage the investment, government regulations, national and international political circumstances and fluctuations in interest rates, rates of inflation or commodities’ prices such as oil.

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Credit Risk.    Credit risk is the risk that a borrower will be unable or unwilling to make principal and interest payments on its outstanding debt obligations when due. The Fund’s performance would be adversely impacted if a borrower to which the Fund lends becomes unable to make such payments when due. While the Fund will generally target investments in companies it believes are able to repay their indebtedness, these companies could still present a high degree of business and credit risk. Companies in which the Fund invests could deteriorate as a result of, among other factors, an adverse development in their businesses, a change in the competitive environment or the continuation or worsening of any economic and financial market downturns and dislocations. As a result, companies that the Fund expected to be stable or improve could operate, or expect to operate, at a loss or have significant variations in operating results, could require substantial additional capital to support their operations or maintain their competitive position, or could otherwise have a weak financial condition or experience financial distress.

Inflation and Interest Rate Risk.    Inflation could directly, materially and adversely affect the portfolio investments. If an Infrastructure Investment is unable to increase its revenue in times of higher inflation, its profitability and ability to distribute dividends may be materially and adversely affected. Portfolio investments may have long-term rights to income linked to some extent to inflation, whether by government regulations, contractual arrangement or other factors. Typically, as inflation rises, the company will earn more revenue, but will incur higher expenses; if inflation declines, the company may not be able to reduce expenses in line with any resulting reduction in revenue. Many infrastructure businesses rely on concessions to mitigate the inflation risk to cash flows through escalation provisions linked to the inflation rate (e.g., the toll set on a toll road). While these provisions may protect against certain risks, they do not protect against the risk of a rise in real interest rates, which is likely to create higher financing costs for infrastructure businesses and a reduction in the amount of cash available for distribution to investors. In addition, the market value of Infrastructure Investments may decline in times of higher inflation rates given that the most commonly used methodologies for valuing portfolio investments (e.g., discounted cash flow analysis) are sensitive to rising inflation and real interest rates. Finally, wage and price controls have been imposed at times in certain countries in an attempt to control inflation, which could significantly affect the operation of Infrastructure Investments. Accordingly, changes in the rate of inflation may affect the forecasted or actual profitability of a portfolio company.

Certain countries’ economies, including in particular many emerging markets, have experienced extremely high rates of inflation for extended periods of time. Inflation has, and may continue to have, negative effects on the economies of certain of these countries. For example, the risks associated with transactions using local currencies are significantly greater in hyper-inflationary economies than in other less inflationary markets.

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Senior Secured Loan Risk.    The Fund investments in senior secured loans would typically have limited mandatory amortization and interim repayment requirements. A low level of amortization of any directly originated senior secured loans over the life of such senior secured loans could increase the risk that an issuer will not be able to repay or refinance the senior secured loans held by the Fund when it comes due at its final stated maturity. While the Fund can invest in secured loans that are over-collateralized at the time of the investment, it could nonetheless be exposed to losses resulting from default and foreclosure. Therefore, the value of the underlying collateral, the creditworthiness of the borrower and the priority of the lien are each of importance. The Fund cannot guarantee the adequacy of the protection of the Fund’s interests, including the validity or enforceability of the loan and the maintenance of the anticipated priority and perfection of the applicable security interests. Furthermore, the Fund cannot assure that claims will not be asserted that might interfere with enforcement of the Fund’s rights. In addition, in the event of any default under a secured loan held by the Fund, the Fund will bear a risk of loss of principal to the extent of any deficiency between the value of the collateral and the principal and accrued interest of the secured loan, which could have a material adverse effect on the Fund’s cash flow from operations.

Second-lien Loan Risk.    The risks of the Fund’s investments in second-lien loans include (i) the subordination of the Fund’s claims to a senior lien in terms of the coverage and recovery of the collateral and (ii) the prohibition of or limitation on the right to foreclose on a second-lien or exercise other rights as a second-lien holder. In certain cases, therefore, no recovery will be available from a defaulted second-lien loan. The level of risk associated with investments in second-lien loans increase to the extent such investments are loans of distressed or below investment grade companies.

Subordinated, Unsecured Securities Risk.    The Fund’s investments may include securities that are deeply subordinated in what will typically be a complex capital structure. Accordingly, such securities will be subject to a greater risk of loss than securities that are more senior. The Fund’s investments could also include securities that are unsecured obligations of their issuers, often in situations in which such issuer has substantial secured obligations outstanding or such securities are at various levels of such issuer’s capital structure. The Fund is permitted to invest in a range of mezzanine and junior tranches of debt securities in an issuer’s capital structure. The presence of security interests in the assets of an issuer reduces the assets available to satisfy such issuer’s unsecured obligations in the event of an insolvency. As a result, unsecured obligations will be subject to a greater risk of loss than securities that benefit from a security interest in the assets of an issuer and investments in subordinated debt securities involve greater credit risk of default than the more senior classes of such issuance or series. In the event of a default by a borrower, the Fund might not receive payments to which it is entitled and thereby could experience a decline in the value of its investments in the borrower. To the extent the Fund invests in unsecured or relatively junior debt securities in an issuer’s capital structure, such investments will likely be subordinated to substantial amounts of senior indebtedness and, in the event of such default, the Fund will have only an unsecured claim against the borrower. Subordinated or junior tranches in an issuer’s capital structure absorb losses from default before other more senior tranches to which such junior tranches are subordinate. As a result, to the extent the Fund invests in such debt, the Fund would potentially receive payments or interest distributions after, and must bear the effects of losses or defaults on the underlying loans before, the holders of other more senior tranches of debt.

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Concentration Risk.    Concentration risk is the risk that the Fund’s investments in the securities of companies in one industry will cause the Fund to be more exposed to developments affecting a single industry or market sector than a more broadly diversified fund would be. The Fund may be subject to greater volatility with respect to its portfolio investments than the Fund that is more broadly diversified.

Distributions Risk.    There can be no assurance that the Fund will achieve investment results that will allow the Fund to make a specified level of cash distributions or maintain certain levels of cash distributions. All distributions will be paid at the discretion of the Board and may depend on the Fund’s earnings, the Fund’s net investment income, the Fund’s financial condition, compliance with applicable regulations and such other factors as the Board may deem relevant from time to time.

Liquidity Risk.    The Adviser does not expect that a secondary market for the Fund’s Shares will develop. Limited liquidity is provided to Shareholders only through the Fund’s repurchase offers. The Fund expects to fund repurchases by liquidating its liquid investments, given that the remainder of the Fund’s portfolio investments consist of generally illiquid Infrastructure Investments. There is no guarantee that Shareholders will be able to sell all of the Shares they desire in a repurchase offer. The Fund’s portfolio investments also are subject to liquidity risk. Liquidity risk exists when particular investments of the Fund would be difficult to purchase or sell, possibly preventing the Fund from selling such illiquid securities at an advantageous time or price, or possibly requiring the Fund to dispose of other investments at unfavorable times or prices in order to satisfy its obligations. As noted, many of the Fund’s investments will involve private securities, which are generally more difficult to sell than publicly traded securities, as there is often no liquid market, which may result in selling interests at a discount. In addition, private securities generally are more difficult to value than publicly traded securities as such valuations are inherently uncertain. The determinations of value in accordance with procedures established by the Adviser may differ materially from the values that would have been used if an active market and market quotations existed for such investments. In connection with the disposition of an investment in private securities, the Fund may agree to purchase adjustments and may be required to make representations about the business and financial affairs of the portfolio company typical of those made in connection with the sale of a business. The Fund may be obligated to fund such purchase price adjustments and also may be required to indemnify the purchasers of such investment to the extent that any such representations turn out to be inaccurate. These arrangements may result in the incurrence of contingent liabilities that may ultimately yield funding obligations that must be satisfied by the Fund prior to distributions being made to the Shareholders.

Reliance on the Adviser and Investment Professionals.    The success of the Fund depends in substantial part upon the skill and expertise of the investment professionals who will be providing investment advice with respect to the Fund. There can be no assurance that these key investment professionals will continue to be associated with the Adviser throughout the life of the Fund. In addition, the key investment professionals and others within ISQ devote their time and attention to ISQ and various investments and investment products of ISQ, which includes the activities of the Adviser and the Fund.

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Delay in Use of Proceeds Risk.    The proceeds from the sale of Shares, not including the amount of the Fund’s fees and expenses (including, without limitation, offering expenses), will be invested by the Fund in accordance with the Fund’s investment objective and strategies as soon as practicable after receipt of such proceeds, consistent with market conditions and the availability of suitable investments. The Fund anticipates that it will take a longer period of time to allocate proceeds of its continuous offering to certain Infrastructure Investments due to the nature of those investments. Accordingly, during these periods of delay, the Fund may not achieve its investment objective or be able to fully pursue its investment strategies and policies.

Best Efforts Offering Risk.    This offering is being made on a “best efforts” basis, meaning the Dealer Manager and other Selling Agents participating in the offering are only required to use their best efforts to sell our Shares and have no firm commitment or obligation to sell any of the Shares.

Competition Risk.    Identifying, completing and realizing attractive portfolio investments is competitive and involves a high degree of uncertainty. In acquiring its target assets, the Fund will compete with a variety of institutional investors, including specialty finance companies, public and private funds (including other funds managed by ISQ), REITs, commercial and investment banks, commercial finance and insurance companies and other financial institutions.

Non-Diversified Company Risk.    As the Fund may invest more than 5% of its total assets in the securities of one or more issuers, it would not qualify as a “diversified company” within the meaning of the 1940 Act. The Fund may therefore be more susceptible than such a diversified company would be to being adversely affected by events impacting a single investment, geographic location, security or investment type.

Illiquid and Long-Term Investments.    Although investments are expected to generate some amount of current income, investments will be held for an indefinite period of time and the return of capital and the realization of gains, if any, from an investment generally will most likely occur only upon the partial or complete disposition of such investment. While an investment may be sold at any time, it is generally expected that the sale of a substantial portion of the investments will not occur for a number of years after such investments are made.

Geopolitical Risk.    Economic growth and prosperity in the countries in which the Fund could invest will vary. This could impact the Fund’s ability to realize investments in certain countries and could impact the prospects of certain investments in the Fund’s portfolio. In addition, economic problems in a single country are increasingly affecting other markets and economies. A continuation of this trend could adversely affect global economic conditions and world markets and, in turn, could adversely affect the Fund’s performance. The economies of particular countries could differ favorably or unfavorably from one another in such respects as growth of gross domestic product, rate of inflation, currency depreciation, capital reinvestment, resource self-sufficiency and balance of payments position. Governments of many countries, especially those outside of the OECD, have exercised and continue to exercise substantial influence over many aspects of the private sector, including owning or controlling such countries’ large companies.

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Valuation Risk.    Because secondary markets for certain investments may be limited or non-existent, they may be difficult to value. When market quotations are not readily available or are deemed to be unreliable, the Fund values its investments at fair value as determined in good faith pursuant to policies and procedures approved by the Board. Fair value pricing may require subjective determinations about the value of a security or other asset. As a result, there can be no assurance that fair value pricing will result in adjustments to the prices of securities or other assets, or that fair value pricing will reflect actual market value, and it is possible that the fair value determined for a security or other asset will be materially different from quoted or published prices, from the prices used by others for the same security or other asset and/or from the value that actually could be or is realized upon the sale of that security or other asset. Where market quotations are not readily available, valuation may require more research than for more liquid investments.

Risks Associated With Status as a Regulated Investment Company.    The Fund intends to qualify for federal income tax purposes as a regulated investment company under Subchapter M of the Code. Qualification requires, among other things, compliance by the Fund with certain distribution requirements. Statutory limitations on distributions on the Shares if the Fund is leveraged and fails to satisfy the 1940 Act’s asset coverage requirements could jeopardize the Fund’s ability to meet such distribution requirements. The Fund presently intends, however, to purchase or redeem any outstanding leverage to the extent necessary in order to maintain compliance with such asset coverage requirements. Qualification also requires the Fund to diversify its investments in the manner prescribed by the RIC rules. Satisfying such diversification requirements may limit or otherwise adversely affect the implementation and execution of the Fund’s investment strategy.

Derivatives Risk.    The Fund may participate in derivative transactions. These instruments can be highly volatile, can involve certain special risks, including market, counterparty, operational and liquidity risk. Hedging against a decline in the value of an investment does not eliminate fluctuations in the value of such investment or prevent losses if the value of such investment declines, but instead establishes other positions designed to gain from those same developments, thus offsetting the decline in such investment’s value. These types of hedge transactions also limit the opportunity for gain if the value of such investment should increase. The success of hedging transactions will be subject to the ability to correctly predict movements in and the direction of, currency exchange rates, interest rates and public security prices. Therefore, while the Fund may enter into hedging transactions to seek to reduce these risks, unanticipated changes in currency exchange rates, interest rates or public security prices that do not occur within a given timeframe may result in a poorer overall performance for the Fund than if it had not engaged in any hedging transaction.

Leverage Risk.    The Fund currently intends to use leverage from time to time to facilitate short-term working capital requirements (i.e., funding investments or paying Fund expenses in advance of the receipt of subscription proceeds, as well as for liquidity purposes), and to seek to achieve its investment objective. The borrowing of money or issuance of debt securities and preferred shares represents the leveraging of the Fund’s Shares. In addition, the Fund may also leverage its Shares through investment techniques, such as reverse repurchase agreements, writing credit default swaps, futures or engaging in short sales. Leverage creates risks which may adversely affect the return for the Shareholders.

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Leverage is a speculative technique that could adversely affect the returns to common Shareholders. Leverage can cause the Fund to lose money and can magnify the effect of any losses. If the income or capital appreciation from the securities purchased with funds received from leverage is not sufficient to cover the cost of leverage or if the Fund incurs capital losses, the return of the Fund will be less than if leverage had not been used, and therefore the amount available for distribution to common Shareholders as dividends and other distributions will be reduced or potentially eliminated (or, in the case of distributions, will consist of return of capital).

The Fund will pay (and the common Shareholders will bear) all costs and expenses relating to the Fund’s use of leverage, which will result in the reduction of the NAV of the Shares.

Potential Conflicts of Interest Risk.    Various potential and actual conflicts of interest will arise involving the Adviser, ISQ or any of their respective affiliates (including Other ISQ Funds (as defined below) and/or portfolio companies thereof), on the one hand, and the Fund and its portfolio companies, on the other hand. For example, Other ISQ Funds could invest in, and in some cases could have priority ahead of the Fund with respect to, securities or obligations that would otherwise be eligible for purchase by the Fund. These situations present the potential for conflicts of interest. For further information on potential conflicts of interest, see “Conflicts of Interest.”

Allocation of Investment Opportunities Risk.    Allocation of identified investment opportunities among the Fund and Other ISQ Funds presents inherent conflicts of interest. Certain Other ISQ Funds may have investment mandates that overlap with those of the Fund, in some cases, both the Fund and certain of these Other ISQ Funds may seek an allocation to the same investment opportunities. As noted above, the Adviser’s allocation policy is designed to fairly and equitably distribute investment opportunities over time among funds or pools of capital managed by the Adviser and its affiliates and, as a result, the Fund’s share of some investment opportunities may be less than it initially sought. Allocation decisions are made by the investment committee and periodically monitored and reviewed by the compliance team of the Adviser, which is led by the chief compliance officer of the Adviser.

“Other ISQ Funds” means investment funds, REITs, vehicles, accounts, products and/or other similar arrangements sponsored, advised, and/or managed by ISQ or its affiliates, whether currently in existence or subsequently established (in each case, including any related successor funds, alternative vehicles, supplemental capital vehicles, surge funds, over-flow funds, co-investment vehicles and other entities formed in connection with ISQ or its affiliates side-by-side or additional general partner investments with respect thereto).

Affiliated Transactions Restrictions.    The 1940 Act contains prohibitions and restrictions relating to transactions between investment companies and their affiliates (including the Adviser), principal underwriters and affiliates of those affiliates or underwriters. Under these restrictions, the Fund and any portfolio company that the Fund controls are generally prohibited from knowingly participating in a joint transaction, including co-investments in a portfolio company, with an affiliated person, including any trustees or officers of the Fund, the Adviser or any entity controlled or advised by any of them.

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These restrictions also generally prohibit the Fund’s affiliates, principal underwriters and affiliates of those affiliates or underwriters from knowingly purchasing from or selling to the Fund or any portfolio company controlled by the Fund certain securities or other property and from lending to and borrowing from the Fund or any portfolio company controlled by the Fund monies or other properties. The Fund and its affiliates may be precluded from co-investing in private placements of securities, including in any portfolio companies controlled by the Fund. The Fund, its affiliates and portfolio companies controlled by the Fund may from time to time engage in certain joint transactions, purchases, sales and loans in reliance upon and in compliance with the conditions of certain positions promulgated by the SEC and its staff. There can be no assurance that the Fund would be able to satisfy these conditions with respect to any particular transaction. As a result of these prohibitions, restrictions may be imposed on the size of positions or the type of investments that the Fund could make. Furthermore, the Adviser has applied for exemptive relief by the SEC to allow certain managed funds and accounts, each of whose investment adviser is the Adviser or an investment adviser controlling, controlled by or under common control with the Adviser, to participate in negotiated co-investment transactions where doing so is consistent with the applicable registered fund’s investment objective and strategies as well as regulatory requirements and other pertinent factors, and pursuant to the conditions thereof (the “Co-Investment Exemptive Relief”).

Anti-Takeover Provisions.    The Fund’s Amended and Restated Declaration of Trust (the “Declaration of Trust”) and Bylaws (the “Bylaws”) contain provisions that may delay, defer or prevent a transaction or a change in control that might otherwise be in the best interests of the Shareholders. Such provisions may discourage outside parties from seeking control of the Fund or seeking to change the composition of its Board. See “Certain Provisions in Declaration of Trust” for additional information.

Incentive Fee Risk.    The Incentive Fee may create an incentive for the Adviser to make investments in order to maximize the Incentive Fee even if such investments may not benefit the Fund’s NAV, cause the Fund to use more leverage than it otherwise would in the absence of the Incentive Fee or to otherwise make riskier investments on the Fund’s behalf. While the Board does not monitor specific investment decisions by the Adviser and the particular timing of individual investment decisions as they relate to the Incentive Fee, the Board, as part of its duties and responsibilities under the 1940 Act (relating to future determinations as to whether to renew the Advisory Agreement), considers whether the Incentive Fee is fair and reasonable.

Payment of Management and Incentive Fees in Shares Risk.    The Fund intends to apply for exemptive relief from the SEC that, if granted, would permit the Fund to pay the Adviser all or a portion of its Management Fees and Incentive Fees in Shares in lieu of paying the Adviser an equivalent amount of such fees in cash, which may dilute Shareholders in the Fund.

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	Non-U.S. Investment Risks.    The Fund expects to invest outside of the United States. Investing overseas entails additional investment risks, including currency risk, lack of transparency and the risk of operating in markets with less well-developed legal systems to protect the rights of investors and creditors. In particular, the Fund could make investments in countries considered “emerging markets.” Investing in emerging markets is likely to involve additional risks and special considerations specific to their local economy, business, regulatory and political system, and not typically associated with investing in other more established economies or markets in the U.S. or in non-U.S. countries.
	Tax Risks of Investing in the Fund.    To qualify for the favorable U.S. federal income tax treatment generally accorded to a RIC, among other things, the Fund must derive in each taxable year at least 90% of its gross income from certain prescribed sources and satisfy certain distribution and asset diversification requirements. For any taxable year that the Fund fails to qualify for treatment as a RIC, all of its taxable income would be subject to U.S. federal income tax (and possible state income tax) at regular corporate rates without any deduction for distributions to Shareholders.
	Due to the nature of certain of the Fund’s investments, the Fund may have taxable income in excess of the cash available to the Fund for the annual distributions necessary to maintain the Fund’s tax treatment as a RIC for U.S. federal income tax purposes and to avoid U.S. federal corporate income and excise taxes. In addition, the Fund’s efforts to satisfy such distribution requirements may adversely affect the Fund’s ability to execute its business strategies.
U.S. Federal Income Tax Considerations	The Fund intends to elect to be treated, and intends to qualify annually thereafter, as a RIC under the Code. As such, the Fund generally will not be subject to U.S. federal corporate income tax, provided that it distributes all of its net taxable income and gains each year. It is anticipated that the Fund will principally recognize capital gains and dividends and therefore dividends paid to Shareholders in respect of such income generally will be taxable to Shareholders at the reduced rates of U.S. federal income tax that are applicable to individuals for “qualified dividends” and long-term capital gains. 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, among other requirements.

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Summary of Fund Expenses

The fee table below is intended to assist Shareholders in understanding the various costs and expenses that the Fund expects to incur, and that Shareholders can expect to bear, by investing in the Fund. This fee table is based on estimated annualized expenses of the Fund for the fiscal year ending [•], and assumes that the Fund has net assets of $[•] as of such date. The Fund’s actual expenses may vary from the estimated expenses shown in the table below.

	Class I Shares		Class D Shares		Class S Shares
Shareholder Transaction Expenses (fees paid directly from your investment)
Maximum Front-End Selling Commissions (as a percentage of the offering price)(1)	None		2.00	%	3.50	%
Maximum Early Repurchase Fee(2)	2.00	%	2.00	%	2.00	%
Annual Fund Expenses (as a percentage of Net Assets attributable to Shares)
Management Fee(3)	[•]	%	[•]	%	[•]	%
Incentive Fee(4)	[•]	%	[•]	%	[•]	%
Distribution and Servicing Fees(5)	None		0.25	%	0.85	%
Interest Payments on Borrowed Funds(6)	[•]	%	[•]	%	[•]	%
Other Expenses(7)	[•]	%	[•]	%	[•]	%
Operating Expenses	[•]	%	[•]	%	[•]	%
Organizational and Offering Costs(8)	[•]	%	[•]	%	[•]	%
Total Annual Fund Operating Expenses	[•]	%	[•]	%	[•]	%
Fees Waived and/or Expenses Reimbursed or Recouped(9)	[•]	%	[•]	%	[•]	%
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement	[•]	%	[•]	%	[•]	%

____________

(1)[•] (the “Dealer Manager”) is the principal underwriter and distributor of the Shares and serves in that capacity on a best efforts basis, subject to various conditions. Shares may be offered through Selling Agents that have entered into selling agreements with the Dealer Manager. Selling Agents typically receive the front-end selling commission with respect to Class D and Class S Shares purchased by investors. The Dealer Manager does not retain any portion of the front-end selling commissions. Class D and Class S Shares are each subject to a maximum front-end selling commission of up to 2.00% and 3.50% of the offering price, respectively. However, purchases of Class D Shares and Class S Shares may be eligible for a front-end selling commission discount. See “Purchasing Shares — Share Class Considerations.” Any additional commissions or other forms of compensation paid to a broker or financial intermediary on sales of Class D Shares and Class S Shares are not reflected. The Selling Agents may, in their sole discretion and subject to applicable law, reduce or waive the front-end selling commission on a non-scheduled basis in individual cases. Class I Shares are not subject to a front-end selling commission; however, investors could be required to pay brokerage commissions on purchases and sales of Class I Shares to their Selling Agents. Investors should consult with their Selling Agents about the sale load and any additional fees or charges their Selling Agents might impose on each class of Shares.

(2)     A 2% Early Repurchase Fee payable to the Fund will be charged with respect to the repurchase of Shares at any time prior to the day immediately preceding the one-year anniversary of a Shareholder’s purchase of the Shares (on a “first in-first out” basis). An Early Repurchase Fee payable by a Shareholder may be waived by the Fund, in circumstances where the Board determines that doing so is in the best interests of the Fund and in a manner as will not discriminate unfairly against any Shareholder. The Early Repurchase Fee will be retained by the Fund for the benefit of the remaining Shareholders. See “Repurchases of Shares.”

(3)    Pursuant to the Advisory Agreement, the Adviser receives a Management Fee accrued and payable monthly in arrears at the annual rate of [•]% of the Fund’s total managed assets, which is calculated as of the close of business on the last business day of each month. The Adviser has contractually agreed to waive its Management Fee for a period of six (6) months from the effectiveness of the Fund’s registration statement (the “Waiver Period”). Following the Waiver Period, the Adviser will receive a Management Fee at an annual rate of [•]% of the Fund’s total managed assets, which is calculated as of the close of business on the last business day of each month.

(4)  Pursuant to the Advisory Agreement, the Adviser receives an Incentive Fee accrued and payable quarterly in arrears with respect to the Fund’s Pre-Incentive Fee Net Investment Income Returns in each calendar quarter. The Fund looks through the total return swap contracts and counts the underlying reference assets as investments for purposes of calculating

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the Incentive Fee. See “Management of the Fund — Advisory Agreement.” For purposes of the table above, we have assumed Pre-Incentive Fee Net Investment Income Returns equal to [•]% of the Fund’s NAV. Actual Pre-Incentive Fee Net Investment Income Returns may be higher or lower.

(5)The maximum annual rate at which Distribution and Servicing Fees may be paid is as follows: (a) for Class S Shares, 0.85% of NAV per annum; and (b) for Class D Shares, 0.25% of NAV per annum. Class I Shares have no Distribution and Servicing Fee.

(6)The table assumes the use of leverage in an amount equal to [•]% of the Fund’s net assets (after the leverage is incurred) and assumes the annual interest rate on borrowings is [•]%. The Fund’s actual interest costs associated with leverage may differ from the estimates above.

(7)“Other Expenses” are estimated based on average Fund net assets of approximately $[•] and anticipated expenses for the current fiscal year. In addition to the fees of the Adviser, the Fund is responsible for the payment of all its “Other Expenses” incurred in the operation of the Fund, which include, among other things, professional fees, organizational expenses and offering costs, expenses for legal and the Fund’s independent registered public accounting firm’s services, shareholder reports, charges of the Fund’s Custodian, charges of the Fund’s fund accountant, charges of the transfer agent and dividend disbursing agent, SEC fees, expenses of trustees’ meetings, fees and expenses of Trustees who are not officers or employees of the Adviser or its affiliates, accounting and printing costs, the Fund’s pro rata portion of the Chief Compliance Officer’s compensation (if approved by the Board), fidelity bond coverage for the Fund’s officers and employees, Trustees and officers liability policy, interest, brokerage costs, taxes (excluding taxes related to portfolio companies), expenses of qualifying the Fund for sale in various states, expenses of personnel performing shareholder servicing functions, litigation and other extraordinary or non-recurring expenses.

(8)Organizational costs include, among other things, the cost of organizing as a Delaware statutory trust, including the cost of legal services and other fees pertaining to the Fund’s organization. These costs are expensed as incurred by the Fund and will be paid by the Adviser on behalf of the Fund. The Fund’s initial offering costs include, among other things, legal, printing and other expenses pertaining to this offering. Any offering costs paid by the Adviser on behalf of the Fund will be recorded as a payable for offering costs in the Statement of Assets and Liabilities and accounted for as a deferred charge until commencement of operations. Thereafter, these initial offering costs will be amortized over twelve months on a straight-line basis. Ongoing offering costs will be expensed as incurred. All organizational and offering costs of the Fund paid by the Adviser shall be subject to recoupment by the Adviser.

(9)Pursuant to the Expense Limitation and Reimbursement Agreement, through [•], the Adviser has contractually agreed to waive its fees and/or reimburse expenses of the Fund so that the Fund’s Specified Expenses will not exceed [•]% of the Fund’s net assets (annualized). The Fund has agreed to repay these amounts, when and if requested by the Adviser, but only if and to the extent that Specified Expenses are less than [•]% of net assets (annualized) (or, if a lower expense limit under the Expense Limitation and Reimbursement Agreement is then in effect, such lower limit) within three years after the date the Adviser waived or reimbursed such fees or expenses. This arrangement cannot be terminated prior to [•] without the Board’s consent. “Specified Expenses” is defined to include all expenses incurred in the business of the Fund, including, among other things, organizational and offering costs, professional fees, and fees and expenses of the Administrator, Transfer Agent and Custodian, with the exception of (i) the Management Fee, (ii) the Incentive Fee, (iii) the Distribution and Servicing Fee (as defined below), (iv) portfolio level expenses, (v) brokerage costs or other investment-related out-of-pocket expenses, including costs incurred with respect to unconsummated investments, (vi) dividend/interest payments (including any dividend payments, interest expenses, commitment fees, or other expenses related to any leverage incurred by the Fund), (vii) taxes, and (viii) extraordinary expenses (such as litigation and other expenses not incurred in the ordinary course of the Fund’s business).

Example

The purpose of the table above and the examples below is to assist prospective investors in understanding the various costs and expenses Shareholders will bear. The following examples are intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The examples assume that all distributions are reinvested at NAV and that the percentage amounts listed under Annual Fund Expenses remain the same (except that the examples incorporate the fee waiver and expense reimbursement arrangements from the Expense Limitation and Reimbursement Agreement for only the one-year example and the first year of the three-, five-and ten-year examples).

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The assumption in the hypothetical example of a 5% annual return is required by regulation of the SEC and applicable to all registered investment companies. The assumed 5% annual return is not a prediction of, and does not represent, the projected or actual performance of the Fund.

	1 Year		3 Years		5 Years		10 Years
You would pay the following expenses on a $1,000 Class I Shares investment, assuming a 5% annual return:	$	[•]	$	[•]	$	[•]	$	[•]
You would pay the following expenses on a $1,000 Class D Shares investment, assuming a 5% annual return:	$	[•]	$	[•]	$	[•]	$	[•]
You would pay the following expenses on a $1,000 Class S Shares investment, assuming a 5% annual return:	$	[•]	$	[•]	$	[•]	$	[•]

The examples above are based on the annual fees and expenses set forth in the table above. They should not be considered a representation of future expenses. Actual expenses may be greater or less than those shown, and the Fund’s actual rate of return may be greater or less than the hypothetical 5.0% return assumed in the examples. A greater rate of return than that used in the examples would increase the dollar amount of the asset-based fees paid by the Fund.

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Financial Highlights

The Fund has not commenced operations as of the date of this Prospectus. As a result, no financial performance is available.

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The Fund

The Fund is a newly organized Delaware statutory trust formed on August 5, 2024 and is registered under the 1940 Act as a closed-end, non-diversified, management investment company. The Fund has no operating history. The Fund’s term is perpetual unless the Fund is otherwise terminated under the terms of the Declaration of Trust.

Simultaneously with the Commencement of Operations, it is intended that the Predecessor Fund will reorganize with and transfer substantially all of its assets and liabilities to the Fund. The Predecessor Fund maintains an investment objective, strategies and investment policies, guidelines and restrictions that are, in all material respects, equivalent to those of the Fund. The Predecessor Fund’s investments, if any, at the time of the Proposed Reorganization will be appropriate for investment by the Fund in light of the Fund’s investment objective and policies. The Predecessor Fund’s investment adviser is I Squared Capital Advisors (US) LLC.

The Proposed Reorganization is subject to approval by the Fund’s Board and the Predecessor Fund’s general partner. In considering whether to approve the Proposed Reorganization, the Board will consider whether participation in the Proposed Reorganization is in the best interests of the Fund’s existing Shareholders and whether the interests of the Fund’s existing Shareholders will be diluted as a result of the Proposed Reorganization. There is no guarantee that the Proposed Reorganization will be approved or consummated. In the event the Proposed Reorganization is not consummated, the Fund will invest the proceeds from the sale of Shares in accordance with its investment objective and strategies, leveraging the Adviser’s active pipeline of Infrastructure Investments.

Investment advisory services are provided to the Fund by the Adviser pursuant to the Advisory Agreement. Responsibility for monitoring and overseeing the Fund’s investment program and its management and operation is vested in the Board.

Additional information about the Fund’s investments will be available in the Fund’s Annual and Semi-Annual Reports when they are prepared.

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Use of Proceeds

The proceeds from the sale of Shares, not including the amount of the Fund’s fees and expenses (including, without limitation, offering expenses), will be invested by the Fund in accordance with the Fund’s investment objective and strategies as soon as practicable after receipt of such proceeds, consistent with market conditions and the availability of suitable investments. The Fund anticipates that it will take a longer period of time to allocate proceeds of its continuous offering to certain Infrastructure Investments due to the nature of those investments. Accordingly, during these periods of delay, the Fund may not achieve its investment objective or be able to fully pursue its investment strategies and policies.

Pending the investment of the proceeds pursuant to the Fund’s investment objective and policies, the Fund may invest a portion of the proceeds of the offering, which may be a substantial portion, in short-term debt securities, money market instruments, cash and/or cash equivalents. In addition, the Fund may maintain a portion of the proceeds of the continuous offering in cash to meet operational needs. The Fund may not achieve its investment objective, or otherwise fully satisfy its investment policies, during such periods in which the Fund’s assets are not able to be substantially invested in accordance with its investment strategies.

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Investment Objective and Strategies

Investment Objective

The Fund’s investment objective is to seek to generate current income and, to a lesser extent, to provide long-term capital appreciation.

Investment Strategies

The Fund seeks to achieve its investment objective by investing in a diversified portfolio of Infrastructure Investments exhibiting stable infrastructure characteristics with low correlation to each other, while attempting to offer downside protection and attractive risk-adjusted returns with a focus on current cash yield. The Fund expects to focus on senior secured Infrastructure Investments, but may also invest in subordinated, unsecured or other types of Infrastructure Investments, including equity investments. Certain Infrastructure Investments may also be liquid investments. The Fund will focus its investments in investment grade and non-investment grade quality credits, targeting a variety of bespoke Infrastructure Investments including construction financing, acquisition financing, liquidity and growth capital, refinancing, recapitalization and restructuring opportunities. The Fund expects to deploy the Fund’s capital primarily in assets located in investment grade OECD member states, principally in North America and Europe, and, to a lesser extent, in selected growth economies in Asia and Latin America, including issuers whose assets or operations are located, as determined by the Adviser, primarily in jurisdictions that are investment grade rated but are not OECD member states. The Fund expects to seek investments in sectors with the potential for attractive risk-adjusted returns, generally focusing on energy, renewables, utilities, transportation and logistics, digital infrastructure, environmental infrastructure and social infrastructure. The Fund generally expects to focus on the middle market but may also target larger investments. The Fund may invest in Infrastructure Investments as a co-investor with Other ISQ Funds, subject to compliance with the 1940 Act.

ISQ’s overarching investment thesis is rooted in the twin elements of potential value creation and downside mitigation, incorporating the use of the Risk Model. In the case of credit investments, value creation is measured by the ability to originate complex transactions, accurately underwrite and price long-term value, and creatively structure these transactions to secure flexibility and complexity premiums in a risk-adjusted manner. ISQ has knowledge and experience in structuring complex and bespoke transactions across the capital structure with a focus on downside protection and capital preservation. The proprietary Risk Model has been adjusted to incorporate features specific to credit transactions, aiming to ensure that the methodology of comparing assets on a global and sector-diverse basis remains consistent across the ISQ platform.

Consistent with overarching asset quality and risk management frameworks, the Fund seeks to lend to companies that exhibit infrastructure characteristics including some or all of the following:

•stable and well-defined regulation and policy framework;

•high barriers to entry with low price elasticity;

•well defined operational structure with attractive upside;

•insulation from the business cycle with low income elasticity;

•long duration assets, typically ten years or more;

•stable cash flows that grow with inflation;

•positive long-term variables such as demographics that provide downside mitigation;

•strong management teams with the necessary resources and experience to successfully implement their business plan; and

•efforts to embed ESG considerations into their investment strategy.

Infrastructure assets and businesses may fall under several sectors, including, but not limited to, renewable and energy (e.g., solar, wind and battery storage), environmental and utilities (e.g., waste and water management, regulated utilities, and smart meters), transportation and logistics (logistics and ancillary services, ports and intermodal activities and electric vehicles), digital infrastructure (e.g., communication towers, fiber and broadband networks, and data centers), and social infrastructure (e.g., skilled nursing care, healthcare and education).

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Under normal market conditions, the Fund intends to achieve its investment objective by investing, as a principal strategy, at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in Infrastructure Investments. The Fund may change the 80% Policy without Shareholder approval upon at least 60 days’ prior written notice to Shareholders. The Fund may invest up to 20% of its net assets (plus borrowings for investment purposes) in investments other than Infrastructure Investments (which may include liquid investments, such as cash, cash equivalents, traded debt instruments (broadly syndicated loans, high yield bonds, convertible securities and notes), fixed income securities, money market funds and other short-term investments and U.S. Treasury securities). Certain Infrastructure Investments may also be liquid investments.

Under normal market conditions, the Fund will invest more than 25% of its total assets in the infrastructure industry. The policy of concentration is a fundamental policy. This fundamental policy may not be changed without the approval of the holders of a majority of the Fund’s outstanding voting securities, as defined in the 1940 Act.

The Fund has applied for exemptive relief by the SEC that permits it to, among other things, co-invest with certain affiliates of the Adviser and certain public or private funds managed by the Adviser and its affiliates, subject to certain terms and conditions.

Investment Process

In seeking to maximize the probability of success and to ensure efficient utilization of ISQ’s resources, ISQ pursues an asset management, monitoring and investment process consisting of four distinct elements:

•an on-the-ground presence to originate investments in target markets combined with a dedicated operational team composed of operating advisors (“Operating Advisors”), operating directors (“Operating Directors”) and senior policy advisors (“Senior Policy Advisors”) working in a collaborative fashion;

•a review, evaluation and approval process (“REAP”) based on ISQ’s risk-adjusted approach that allows for direct comparisons of investments across regions and sectors;

•a focus on asset monitoring that draws from the twin elements of ISQ’s investment strategy of potential value creation and downside mitigation through regulatory and policy risk management; and

•exit strategies developed in reference to the Risk Model that are monitored through ISQ’s global network.

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Deal Origination

The Fund will seek to originate proprietary investment opportunities by leveraging ISQ’s on-the-ground teams comprising ISQ’s investment professionals, Senior Policy Advisors and ISQ’s joint venture partners. ISQ utilizes top-down and bottom-up fundamental research, market intelligence and proprietary deal sourcing from multiple resources to capture a set of potential investments. In addition, through ISQ’s combined advisory and investing experience within its targeted sectors, ISQ maintains relationships with key partners including developers, financial institutions and sectoral and regional specialists in each of ISQ’s targeted markets, often resulting in a “first call” on potential opportunities.

ISQ follows a systematic approach to investment (whether credit or equity) origination which seeks to incorporate: (1) a mapping of the asset and sponsor universe in each of the focus sectors, which includes the creation of profiles of individual assets/companies, key recent activities, management team, size and scale, and overall preliminary assessments of credit quality; (2) informed by such insight, the team develops, maintains and bolsters relationships, in an intentional and strategic manner, with the top prospects in each sub-sector, engaging in brainstorming discussions and keeping up-to-date with the competitive landscape and borrower needs with the goal of creating competitive angles; (3) finally, the team overlays its internally generated origination leads with ISQ’s external advisor networks (including investment banks, brokers, law firms, and other intermediaries) and distills active market color relevant to the Firm’s target universe. ISQ’s systematic approach is further supplemented by firmwide support, outlined below:

•Active Calling.    On-the-ground teams maintain a map of potential targets that form part of ISQ’s calling program. In each region ISQ seeks to build local relationships through a proactive dialogue.

•Joint Venture Partners’ Networks.    ISQ complements its executive management relationships with a parallel dialogue between ISQ’s joint venture partners and operating teams within targeted companies.

•Relationship and Knowledge Sharing.     During periodic calls attended by the entire ISQ team, dialogue in one region is shared with others so as to construct a global information system.

•Senior Advisor Network.    ISQ leverages its Senior Policy Advisors to develop dialogue with companies and, importantly, regulators and policy makers, therefore enhancing the “on-the-ground” analysis.

•Common Deal Repository.    ISQ maintains a common, global deal repository in which all ongoing and rejected investment opportunities are logged and updated with developments in real time including ISQ risk scoring for every asset.

•Global Review Committees.    Investment opportunities are reviewed, even at an early stage, by a team which is comprised of members from other regions following the ISQ REAP.

ISQ expects a substantial amount of its deal-flow will be from infrastructure borrowers and developers with whom ISQ has a preexisting relationship. In addition, ISQ expects that its industry network will be a source of deals as it includes borrowers and issuers, financial advisors and investment banks, third-party brokers, law firms, project finance lenders, consultants (independent engineers, market and resource consultants, valuation experts), development financial institutions, C-suite and board relationships at companies, governments and municipalities, private entrepreneurs and ultra-high net worth individuals, asset operators and operations & maintenance providers and project developers and development companies/engineering, procurement, and constructions and equipment suppliers.

All credit deals that appear to meet ISQ’s basic investment criteria are logged into its pipeline database and go through its initial screening process where ISQ conducts a desk-top review of the business plan, the pro-forma cash flows, the capital structure and the potential to structure and close a deal that is both attractive for the Fund and the counterparty.

Due Diligence and Underwriting

ISQ has regional and group-wide calls to discuss nascent opportunities and seek effective allocation of business development resources. During these calls, the investment team discusses potential opportunities, considering factors such as adherence to investment theses, transaction timelines, staffing requirements and progress updates. These calls also serve as a framework for prioritizing transactions by region.

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As a transaction progresses beyond the origination stage, a deal team is formed. Prior to commencing a detailed review of the opportunity and due diligence, the deal team is responsible for assessing the transaction environment and committing the appropriate resources for pursuit of the transaction. These arrangements will vary based on the nature of the transaction environment and may be implemented at various stages of the transaction process, ranging from basic confidentiality arrangements (in the case of competitive processes) to exclusivity periods and cost-sharing mechanisms.

As the deal team begins its assessment of an investment opportunity, team members will start with a “top-down” analysis focusing on the borrower’s business plan. Here, ISQ assesses the enterprise value of each borrower and reviews the full capital structure to determine (i) the extent of its equity cushion; (ii) any inter-creditor risks that may be imbedded in the deal; and (iii) the potential for cash flow volatility that could adversely impact its investment. ISQ’s estimated enterprise value is often materially different from a project’s build cost or the sponsor’s view of the equity value in their business. This is the key metric ISQ uses for underwriting all of its deals. ISQ believes this is a key differentiating factor from many of its competitors who do not go through this important step of detailed “bottom-up” analysis of each investment. This includes hiring a variety of experts to help assess the individual risks.

During this phase of the process, ISQ uses a combination of tools to identify and mitigate borrower related risks. ISQ starts with its “equity-style” due diligence process to understand potential risks and proposed mitigants using both in-house resources as well as third-party consultants. ISQ then seeks to mitigate risks by either requiring the sponsor to change the risk allocation at the project level or by changing the terms of its financing. ISQ seeks to avoid binary risks and would only pursue a transaction if it believes the realistic potential downside scenarios would not impact the timely repayment of its debt.

In terms of portfolio considerations, ISQ seeks to minimize risk by creating a diversified portfolio of investments across sectors, regions, borrowers, technologies, markets, counterparties, etc. Specific tools that ISQ may use to mitigate risk include insurance products, financial derivatives, sponsor guarantees or committed contingent equity, an enhanced collateral package, enhanced business oversight combined with early step-in rights, mandatory cash sweeps, funded reserves for debt service and scheduled maintenance, enhanced inter-creditor rights, comprehensive political risk insurance, etc. The deal team frequently solicits input from personnel within ISQ’s operations, such as Operating Directors, Senior Policy Advisors, ESG team, equity infrastructure team and portfolio company executives.

Structuring

The deal structuring process typically begins with an agreed upon summary term sheet and engagement letter with the borrower which is based upon ISQ’s preliminary understanding of the underlying credit. At this stage, ISQ relies on the project sponsor to provide to ISQ a fulsome representation of its business and explanation for the use of proceeds of its credit facility. Assuming ISQ agrees on preliminary terms for its debt facility, the borrower will enter into an exclusive engagement with ISQ and ISQ will be given time to conduct due diligence.

Upon completion of its final due diligence, ISQ will revisit the initial term sheet and may amend it to reflect its findings. This could include changing proposed leverage, tenor, terms, and pricing to help ensure ISQ benefits from manageable risk, potential downside risk protection, attractive risk-adjusted returns and relative value, as well as the appropriate controls and step in rights needed to protect its investment in downside scenarios. Assuming the borrower and ISQ reach agreement on a final set of terms, ISQ will move to finalize the financing structure, and document the deal into a full credit package. If preliminary due diligence has generated enough confidence that the transaction has reasonable prospects to reach a successful conclusion, steps to finalize the structure and prepare documentation for the deal may run simultaneously with completion of the due diligence effort.

ISQ aims to complete the transaction from a deal execution point of view in an efficient and cost-effective manner, while at the same time making sure that the legal structure is appropriate for the nature of the structural elements referred to above and the risks inherent in the transaction and the borrower.

The Investment Committee (“ICOMM”) reviews and approves all investment decisions for the Fund. The ICOMM is composed of three voting members, namely Managing Partners Sadek Wahba and Gautam Bhandari, as well as David Rosenblum, Fund Partner. Other ISQ team members may participate in meetings. Ex-officio, non-voting members include the Managing Directors involved with Infrastructure Investments, the other members of the

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investment team of a given transaction (including a Senior Policy Advisor, if applicable) and at least one Operating Director, members of the Review Committee, the Chief Compliance Officer, the Chief Financial Officer, the General Counsel, the Head of Investor Relations and the Corporate Secretary. The Review Committee consists of at least one investment team member with direct experience in the relevant region or sector and one Operating Director, preferably from outside of the investment region, who provide support to the investment team and challenge the underwriting assumptions. The ICOMM provides final transaction approval through an analysis of risk-adjusted returns and relative value attractiveness as compared to other opportunities in the pipeline and brings the investment, operating and policy teams together in an iterative manner. Before submitting an investment to the ICOMM, the Investment Team must review each item on the ICOMM checklist with the appropriate group and include necessary documentation in the final ICOMM memorandum, as applicable.

Asset Management

ISQ has a risk management and asset monitoring framework, including a dedicated asset manager within each of the credit team and equity team. The dedicated asset manager’s primary responsibilities include leading the portfolio management efforts of existing investments by monitoring and reviewing the latest available financial and operating reports. The latest financial, operating, and covenant compliance reports are reviewed by the dedicated asset manager, with performance measured and tracked against budget and internal ISQ projections, which include both financial and non-financial performance metrics. This monitoring by the dedicated asset manager is executed with the support of the investment team members that led the original investment (or an appointed replacement) and ISQ’s in-house Operating Directors and third-party consultants. Furthermore, the dedicated asset manager and the investment team will participate in portfolio company and market calls for updates and discussions.

As part of the monitoring process, the dedicated asset manager will complete a quarterly monitoring review for each investment, reflecting current analysis of the market and underlying portfolio company performance. As part of this process, the dedicated asset manager will update the financial model with latest historical data, refresh the financial projections, and review the Risk Model to assess if any change is required. The dedicated asset manager will maintain a centralized database of key credit terms for each individual investment, which includes all material credit protections and covenants. This key credit terms database is updated for any new origination or any amendments or changes to existing credit agreements.

In the case of amendments to existing credit agreements, the dedicated asset manager will lead the effort in diligence of the proposed changes. ISQ maintains a dialogue with the borrower and reviews reporting requirements to help ensure that it identifies issues that might require its attention. The investment team leads the lender group in the diligence process (e.g., arranging calls with market consultant, law firms, etc.) and negotiations with the borrower related to any amendments or changes to the existing credit agreements.

ISQ prepares quarterly valuation reports and a credit review quarterly, or earlier, if there is a material change in the credit profile of the borrower.

Typical borrower reporting requirements include monthly construction progress reports, quarterly operating performance reports, quarterly unaudited financial statements, quarterly compliance certificates, annual audited financial statements, notices of default, etc. As a lender, ISQ will not have direct board representation, although it may require an oversight role in certain limited circumstances.

In cases where the credit risk profile of a borrower materially changes (either in a positive or negative way), ISQ may choose to exit such investments with a secondary market sale. If the credit materially improves and can be sold at a significant premium, ISQ reserves the right to consider a secondary sale in order to capture the profits and redeploy the capital. In the event of an actual or expected material deterioration of the credit, ISQ may choose to sell its exposure in order to maximize recovery and minimize risk.

All day-to-day investment monitoring and risk management will be led by the credit and/or equity team with support from the appropriate ISQ resources when needed. ISQ will also hire expert third-party consultants, such as independent engineering firms to monitor construction and operating performance, market consultants to assess shifts and volatility in markets, law firms to monitor changes in regulation and laws that could adversely impact ISQ’s borrowers, portfolio companies and/or insurance consultants to help ensure that they have adequate coverage for unexpected events.

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Portfolio Composition

A fundamental component of ISQ’s approach to portfolio construction is its pursuit of diversification. ISQ believes that a diversified portfolio of assets is better positioned to withstand social, political, or economic shock than a portfolio that exhibits either high concentrations or high correlations of cash flows among investments.

ISQ seeks to manage concentration risk by constructing a portfolio of investments that does not have outsized exposure to individual investments. In addition to the legal concentration standards in the respective fund’s governing documents, ISQ aims to ensure that individual investments do not represent a disproportionate share of a fund. The focus on concentration risk limits the impact on overall fund performance of adverse, idiosyncratic events that occur at one asset.

The Fund’s portfolio will be comprised principally of the following types of investments. A more detailed description of the Fund’s investment policies and restrictions and more detailed information about the Fund’s portfolio investments are contained in the SAI.

Infrastructure Investments

ISQ expects to deploy the Fund’s capital primarily in assets located in investment grade OECD countries, principally in North America and Europe, and, to a lesser extent, in selected growth economies in Asia and Latin America, including issuers whose assets or operations are located, as determined by the Adviser, primarily in jurisdictions that are investment grade rated but are not OECD member states (collectively, the “Target Geographies”).

ISQ seeks investments in sectors that offer attractive risk-adjusted returns with a focus on current cash yield, generally focusing on energy, renewables, utilities, transportation and logistics, digital infrastructure, environmental infrastructure and social infrastructure (the “Target Sectors”).

Based on the experience of the team and its assessment of investment opportunities globally, ISQ believes that each of the Target Geographies and Target Sectors demonstrate different demographic trends and attractive fundamental growth projections.

Derivatives

Generally, derivatives are financial contracts whose value depends upon, or are derived from, the value of an underlying asset, reference rate or index, and may relate to individual debt or equity instruments, interest rates, commodities, currencies or currency exchange rates and related indexes.

In the normal course of business, the Fund will be exposed to the effect of interest rate changes, price changes and currency fluctuations and may seek to limit these risks by following established risk management policies and procedures including the use of derivatives. To mitigate exposure to variability in interest rates, derivatives may be used primarily to fix the rate on debt based on floating-rate indices and manage the cost of borrowing obligations.

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Subject to the Fund’s 80% Policy, the Fund may use a variety of commonly used derivative products, including interest rate swaps, caps, collars, floors, options contracts, futures contracts, options (on securities, bonds, currencies, interest rates, indices or swaps) swaps (including interest rate, credit default, equity index and total return swaps) and other swap agreements for investment, hedging and risk management purposes. The Fund looks through the total return swap contracts and counts the underlying reference assets as investments for purposes of calculating the Incentive Fee. The Fund will use the market value, and not the notional value, of any derivatives used for purposes of the 80% Policy. See “Risks — Risks Related to the Fund’s Investments in General — Derivatives and Swap Transactions.” We have a policy of entering into contracts with only major financial institutions based upon minimum credit ratings and other factors.

The Fund will engage in derivative transactions only to the extent such transactions are consistent with the requirements of the Code for maintaining its qualification as a RIC for federal income tax purposes.

Rule 18f-4 under the 1940 Act regulates the use of derivatives, short sales, reverse repurchase agreements and certain other transactions for certain funds registered under the 1940 Act. Among other things, Rule 18f-4 requires funds that invest in derivative instruments beyond a specified limited amount to apply a value-at-risk (“VaR”) based limit to their use of certain derivative instruments and financing transactions and to adopt and implement a derivatives risk management program. Consequently, unless a fund qualifies as a “limited derivatives user” as defined in Rule 18f-4, the fund has established a comprehensive derivatives risk management program to comply with a VaR based leverage limit, appointed a derivatives risk manager and will provide additional disclosure both publicly and to the SEC regarding its derivatives positions. If a fund qualifies as a limited derivatives user, Rule 18f-4 requires the fund to have policies and procedures to manage its aggregate derivatives risk, which may require the fund to alter, perhaps materially, its use of derivatives, short sales, and reverse repurchase agreements and similar financing transactions as part of its investment strategies. In connection with the adoption of Rule 18f-4, the SEC also eliminated the asset segregation framework for covering derivatives and certain financial instruments arising from SEC and staff guidance.

The Fund intends to limit its engagement in derivative transactions such that it will qualify as a “limited derivatives user” for purposes of Rule 18f-4 such that the Fund will be subject to substantially fewer substantive requirements under that rule than would be the case if it did not so qualify. However, there is no guarantee that the Fund will meet or continue to meet such qualifications, and, as a result, there is a risk that the Fund may become subject to more onerous requirements under Rule 18f-4 than currently intended.

Temporary Strategies

At times, the Adviser may judge that conditions in the markets make pursuing the Fund’s primary investment strategy inconsistent with the best interests of Shareholders. During temporary periods or to keep the Fund’s cash fully invested until the net proceeds of this offering of Shares can be invested in accordance with our primary investment strategy, the Fund may deviate from its investment policies and objectives. At such times, the Adviser may, temporarily, use alternative strategies primarily designed to reduce fluctuations in the value of the Fund’s assets. If the Fund takes a temporary position, it may be unable to achieve its investment objective. While the Fund would seek to continue to qualify as a RIC during such a period, there would be no guarantee that it will be able to do so.

In implementing these temporary strategies, the Fund may invest all or a portion of its assets in fixed income securities; traded infrastructure asset securities; U.S. government securities, including bills, notes and bonds differing as to maturity and rates of interest that are either issued or guaranteed by the Treasury or by U.S. government agencies or instrumentalities; certificates of deposit issued against funds deposited in a bank or a savings and loan association; commercial paper; bankers’ acceptances; bank time deposits; shares of money market funds; securities issued or guaranteed by the federal government or any of its agencies, or any state or local government; repurchase agreements with respect to any of the foregoing; or any other securities or cash equivalents that the Adviser considers consistent with the strategy.

It is impossible to predict when, or for how long, the Fund will use these alternative strategies. There can be no assurance that such strategies will be successful.

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Leverage

The Fund may borrow money in connection with its investment activities, to satisfy repurchase requests from Shareholders and to otherwise provide the Fund with liquidity. Specifically, the Fund may borrow money through a credit facility or other arrangements to fund investments in Infrastructure Investments up to the limits prescribed by the 1940 Act. The Fund may also borrow money through a credit facility or other arrangements to manage timing issues in connection with the acquisition of its investments (e.g., to provide the Fund with temporary liquidity to acquire investments in Infrastructure Investments in advance of the Fund’s receipt of proceeds from the realization of other Infrastructure Investments or additional sales of Shares).

The use of leverage is speculative and involves certain risks. Although leverage will increase the Fund’s investment return if the Fund’s interest in an Infrastructure Investment purchased with borrowed funds earns a greater return than the interest expense the Fund pays for the use of those funds, leverage magnifies the Fund’s exposure to declines in the value of one or more underlying reference assets or creates investment risk with respect to a larger pool of assets than the Fund would otherwise have and may be considered a speculative technique. The value of an investment in the Fund will be more volatile, and other risks tend to be compounded if and to the extent the Fund borrows or uses derivatives or other investments that have embedded leverage. The use of leverage will decrease the return on the Fund if the Fund fails to earn as much on its investment purchased with borrowed funds as it pays for the use of those funds. The use of leverage will in this way magnify the volatility of changes in the value of an investment in the Fund, especially in times of a “credit crunch” or during general market turmoil. The Fund may be required to maintain minimum average balances in connection with its borrowings or to pay a commitment or other fee to maintain a line of credit; either of these requirements would increase the cost of borrowing over the stated interest rate. In addition, a lender to the Fund may terminate or refuse to renew any credit facility into which the Fund has entered. If the Fund is unable to access additional credit, it may be forced to sell its investments at inopportune times, which may further depress the Fund’s returns.

The 1940 Act requires a registered investment company to satisfy an asset coverage requirement of 300% of its indebtedness, including amounts borrowed, measured at the time the investment company incurs the indebtedness. This requirement means that the value of the investment company’s total indebtedness may not exceed one third of the value of its total assets (including the indebtedness). The 1940 Act also requires that dividends may not be declared if this asset coverage requirement is breached. the Fund’s borrowings will at all times be subject to the 1940 Act’s asset coverage requirement.

Under the 1940 Act, the Fund is not permitted to issue preferred shares unless immediately after such issuance the value of the Fund’s asset coverage is at least 200% of the liquidation value of the outstanding preferred shares (i.e., such liquidation value may not exceed 50% of the Fund’s assets less all liabilities other than borrowings and outstanding preferred shares). In addition, the Fund is not permitted to declare any cash dividend or other distribution on its Shares unless, at the time of such declaration, the value of the Fund’s assets less liabilities other than borrowings and outstanding preferred shares satisfies the above-referenced 200% coverage requirement. If the Fund uses a combination of borrowing (including notes and other securities representing indebtedness) and issuing preferred shares, the maximum asset coverage required would be between 300% and 200% depending on the relative amounts of borrowings and preferred shares.

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Risks

Investing in the Fund’s Shares involves a number of significant risks. Before you invest in the Fund’s Shares, you should be aware of various risks, including those described below. The risks set out below are not the only risks the Fund will face. Additional risks and uncertainties not presently known to the Fund or not presently deemed material may also impair the Fund’s operations and performance. If any of the following events occur, the Fund’s business, financial condition, results of operations and cash flows could be materially and adversely affected. In such case, the Fund’s NAV could decline, and you may lose all or part of your investment. The risk factors described below are the principal risk factors associated with an investment in the Fund as well as those factors generally associated with an investment company with investment objective, investment policies, capital structure or trading markets similar to the Fund.

Risks Related to the Fund’s Business and Structure

No Assurance of Performance.No guarantee or representation can be made that the Fund will achieve its investment objective. Making an investment in the Fund is speculative and is not intended as a complete investment program. All investing involves a risk of loss and the investment strategies pursued by the Fund could lose money over short or even long periods. Prospective and existing investors are advised to review the entirety of this Prospectus and all other constituent documents for full details on the Fund’s investment, operational and other actual and potential risks. Past performance of Other ISQ Funds cannot be taken as an indicator of future performance of the Fund.

The Fund will make investments based on the Adviser’s estimates or projections of returns, which in turn are based on, among other considerations, assumptions regarding the performance of portfolio companies, the manner and timing of repayment, including possible principal recovery, all of which are subject to significant uncertainty. In addition, events or conditions which have not been anticipated could occur and could have a significant effect on the actual rate of return received upon the Fund’s investments.

The market outlook, trends, opportunities and other matters presented in this Prospectus reflect the Fund’s current view, which is based on various estimates and assumptions, including about future events. The estimates and assumptions are subject to uncertainties, changes and other risks, many of which are beyond the Adviser’s control and any of which could cause the actual financial and other results to be materially different from the results expressed or implied herein. There can be no assurance such market outlook, trends, opportunities and other matters will materialize.

No Operating History.The Fund and the Adviser are newly formed entities with no operating history upon which to base an investment decision or evaluate the Fund’s likely performance. Shareholders must rely upon the Adviser to identify, structure, and implement investments consistent with the investment objectives and policies. The Fund is subject to all of the business risks and uncertainties associated with any new business, including the risk that it will not achieve its investment objectives and that the value of Shares could decline substantially or even result in a total loss. As of the date of this Prospectus, the Fund has not begun operation and has not secured any particular investment.

Unlisted Closed-End Fund Structure; Limited Liquidity.    The Fund does not currently intend to list the Shares for trading on any securities exchange or any other trading market in the near future. There is currently no secondary market for the Shares and the Fund does not expect any secondary market to develop for the Shares. Shareholders of the Fund are not able to have their Shares repurchased or otherwise sell their Shares on a daily basis, because the Fund is an unlisted closed-end fund. An investment in the Fund is suitable only for investors who can bear the risks associated with private market investments with potential limited liquidity of the Shares. An investment in the Fund is suitable only for investors who can bear the risks associated with private market investments with potential limited liquidity of the Shares as described in “— Repurchases” below.

Repurchases.The Fund may sell investments to fund repurchase offers. In addition, subject to the Fund’s investment restrictions with respect to borrowings, the Fund may borrow money to finance the repurchase of Shares. However, there can be no assurance that the Fund will be able to obtain such financing for repurchase offers if it attempts to do so. Although repurchase offers generally would be beneficial to Shareholders by providing them with some ability to sell their Shares to the Fund at the repurchase price, the acquisition of Shares by the Fund will decrease the total assets of the Fund. Repurchase offers are, therefore, likely to increase the Fund’s expenses borne by remaining Shareholders, may result in untimely sales of investments and/or may limit the Fund’s ability to participate in new investment opportunities. To the extent the Fund maintains a cash position to satisfy Fund repurchases, the Fund would not be fully invested, which may reduce the Fund’s investment performance. Furthermore, to the extent the Fund borrows to

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finance the making of repurchase offers by the Fund, interest on such borrowings reduces the Fund’s net investment income. In order to fund repurchase requests, the Fund may be required to sell its more liquid, higher quality portfolio securities to purchase Shares that are tendered, which may increase risks for remaining Shareholders and increase Fund expenses.

Borrowing.Subject to certain limitations set forth in this Prospectus and under applicable law, the Fund intends, from time to time, to borrow at the Fund-level or at a subsidiary of the Fund on a secured or unsecured basis. It is expected that this indebtedness, if incurred, will be secured primarily by the assets of the Fund. In addition, the Adviser intends to evaluate whether it is prudent and appropriate to incur this leverage and there can be no assurance that leverage will be incurred given that adverse economic factors, such as a significant rise in interest rates, may cause the Adviser, in its discretion, to elect not to incur such leverage.

The extent to which the Fund or its subsidiary (including a portfolio company) uses leverage may have important consequences to the Shareholders, including, but not limited to, the following: (a) greater fluctuations in the net assets of the Fund; (b) use of cash flow (including capital contributions) for debt service and related costs and expenses, rather than for additional investments, distributions or other purposes; (c) increased interest expense, if interest rate levels were to increase; (d) in certain circumstances, prematurely disposing of investments to service the Fund’s debt obligations; and (e) limitation on the flexibility of the Fund to make distributions to its Shareholders or sell assets that are pledged to secure the indebtedness. There can be no assurance that the Fund will have sufficient cash flow to meet its debt service obligations. As a result, the Fund’s exposure to losses may be increased due to the illiquidity of investments generally.

In connection with any credit facility entered into by the Fund, the borrowers thereon (and the Shareholders) may be required to (A) make certain representations and warranties to one or more lenders and (B) indemnify the lenders pursuant to any credit facility in case any such representations and warranties are inaccurate. These arrangements may create contingent liabilities of the Fund and/or its subsidiaries, for which the Adviser may establish reserves or escrow accounts.

Moreover, in certain circumstances a borrowing may be incurred at the Fund level for the benefit of one or more specific investments, which may expose all of the assets of the Fund to claims of creditors, even though one or more Shareholders may have been excused from the investment in such portfolio company.

In-Kind Remuneration to the Adviser.    Subject to receipt of exemptive relief from the SEC, the Adviser may choose to receive Shares in lieu of certain fees or distributions. Under certain circumstances Shares of the Fund held by the Adviser or its affiliates may be withdrawn in exchange for distributions in cash at the holder’s election, and there may not be sufficient cash to make such a withdrawal/repurchase payment; therefore, the Fund may need to use cash from operations, borrowings, offering proceeds or other sources to make the payment, which will reduce cash available for distribution to a Shareholder or for investment in the Fund’s operations.

Sourcing and Payment of Distributions.The Fund’s ability to make distributions to its Shareholders may be adversely affected by a number of factors, including the risk factors described in this Prospectus. The Fund has no track record and may not generate sufficient income to make distributions to the Fund’s Shareholders. The Board will make determinations regarding distributions based upon, among other factors, the Fund’s financial performance, debt service obligations, debt covenants, tax requirements and capital expenditure requirements. Among the factors that could impair the Fund’s ability to make distributions to its Shareholders are:

•the Fund’s inability to invest the proceeds from sale of Shares on a timely basis;

•the Fund’s inability to realize attractive risk-adjusted returns on the Fund’s investments;

•high levels of expenses or reduced revenues that reduce the Fund’s cash flow or non-cash earnings; and

•defaults in the Fund’s investment portfolio or decreases in the value of the Fund’s investments.

As a result, the Fund may not be able to make distributions to its Shareholders at any time in the future, and the level of any distributions the Fund does make to Shareholders may not increase or even be maintained over time, any of which could materially and adversely affect the value of an investment in the Fund.

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The Fund may not generate sufficient cash flow from operations to fully fund distributions to Shareholders, particularly during the early stages of the Fund’s operations. Therefore, the Fund may fund distributions to the Fund’s Shareholders from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings, return of capital or offering proceeds (including from sales of Shares). The extent to which the Fund pays distributions from sources other than cash flow from operations will depend on various factors, the extent to which the Adviser elects to receive its Management Fee and Incentive Fee in the Fund’s Shares, to the extent applicable, how quickly the Fund invests the proceeds from this and any future offering and the performance of the Fund’s investments. Funding distributions from the sales of assets, borrowings, return of capital or proceeds of the offering will result in the Fund having less funds available to acquire its investments. As a result, the return realized on an investment in the Fund may be reduced. Doing so may also negatively impact the Fund’s ability to generate cash flows. Likewise, funding distributions from the sale of additional Shares will dilute Shareholders’ Shares in the Fund on a percentage basis and may impact the value of Shareholders’ investments especially if the Fund sells these securities at prices less than the price Shareholders paid for their Shares. The Fund may be required to continue to fund the Fund’s regular distributions from a combination of some of these sources if the Fund’s investments fail to perform, if expenses are greater than the Fund’s revenues or due to numerous other factors. The Fund has not established a limit on the amount of its distributions that may be paid from any of these sources.

To the extent the Fund borrows funds to pay distributions, it would incur borrowing costs and these borrowings would require a future repayment. The use of these sources for distributions and the ultimate repayment of any liabilities incurred could adversely impact the Fund’s ability to pay distributions in future periods, decrease the Fund’s NAV, decrease the amount of cash the Fund has available for operations and new investments and adversely impact the value of the Shareholders’ investment.

The Fund may also defer operating expenses or pay advisory fees with Shares, subject to receipt of exemptive relief from the SEC, in order to preserve cash flow for the payment of distributions. The ultimate repayment of these deferred expenses could adversely affect the Fund’s operations and reduce the future return on Shareholders’ investment. Subject to the conditions contained in the Fund’s application for exemptive relief from the SEC, the Fund may permit the Adviser to withdraw Shares shortly after issuing such Shares as compensation. The payment of advisory fees in Shares will dilute the Shareholders’ ownership interest in the Fund’s portfolio of assets. There is no guarantee any of the Fund’s operating expenses will be deferred and the Adviser is under no obligation to receive future fees or distributions in Shares and may elect to receive such amounts in cash.

Operational Risk.The Fund is subject to operational risk, including the possibility that errors may be made by the Adviser, the Fund’s service providers (including third-party fund administrators) or any of their respective affiliates in certain transactions, calculations or valuations on behalf of, or otherwise relating to, the Fund. Shareholders may not be notified of the occurrence of an error or the resolution of any error. Generally, the Adviser, the Fund’s service providers and any of their respective affiliates will not be held accountable for such errors, and the Fund may bear losses resulting from such errors.

Reliance on Management.The success of the Fund depends in substantial part upon the skill and expertise of the investment professionals who will be providing investment advice with respect to the Fund. There can be no assurance that these key investment professionals will continue to be associated with the Adviser throughout the life of the Fund. In addition, the key investment professionals and others within ISQ devote their time and attention to ISQ and various investments and investment products of ISQ, which includes the activities of the Adviser and the Fund. While certain investment professionals will devote such time as they believe is reasonably required to the Fund, the composition of the team dedicated to the Fund may change from time to time without notice to the Shareholders. Furthermore, while such investment professionals may continue to be associated with the Adviser, they may move between the different business groups within ISQ and no longer be responsible for providing investment advice with respect to the Fund. Accordingly, the make-up of the pool of investment professionals (including, in certain circumstances, members of the ICOMM) with responsibility for the investment strategy of the Fund may evolve over time. The loss of key personnel, including as a result of the employment of such personnel by investments, could have a material adverse effect on the Fund’s ability to realize its investment objectives.

Highly Competitive Market for Investment Opportunities.The success of the Fund depends, in large part, on the availability of a sufficient number of investment opportunities that fall within the Fund’s investment objectives and the ability of the Adviser to identify, negotiate, close, manage and exit those investment opportunities. The activity of identifying, completing and realizing attractive investments is highly competitive and involves a high degree of

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uncertainty, especially with respect to timing. There can be no assurance that the Adviser will be able to locate and complete investments which enable the Fund to invest its capital in opportunities that satisfy the Fund’s investment objectives or realize the value of these investments, nor can there be any assurance that the Fund will be able to make investments on favorable terms and conditions. Failures in identifying or consummating investments on satisfactory or favorable terms could reduce the number of investments that are completed, reduce the Fund’s returns, and slow the Fund’s growth.

The Fund will compete for the right to make investments with an ever-increasing number of other parties, including other investment companies, private investment funds as well as individuals, financial institutions and other institutions, some of which may have greater resources than the Fund. As a result of such competition, the Fund may have difficulty in making certain investments or, alternatively, the Fund may be required to make investments on economic terms less favorable than anticipated. If the Fund fails to make new investments or makes investments on less favorable terms, the Fund’s financial condition and results of operations could be materially and adversely affected.

Investments may also face competition from other infrastructure assets in the vicinity of the assets they operate (including those owned by ISQ and Other ISQ Funds), the presence of which depends in part on government plans and policies. Such competition may materially and adversely affect the Fund’s business, financial conditions and results of operations.

Use of Credit Facilities.ISQ expects to utilize one or more credit facilities (in respect of the Fund or any holding company or other intermediate entity) for, among other things, making investments, paying Management Fee and other Fund expenses, satisfying other liabilities of the Fund and/or (directly or indirectly) returning proceeds from investments to Shareholders (the collateral for which can be, for example, one or more assets of the Fund, i.e., asset-backed facilities). To the extent that the Fund is unable to obtain an asset-backed credit facility, determines that the terms of such facility would not be appropriate for the Fund or otherwise determines not to use such facility or access to such facility otherwise becomes unavailable, the Adviser may draw from sources other than such facility, including, without limitation, cash flow from operations, the sale of assets, other borrowings, return of capital or offering proceeds, in order to make investments, to satisfy fees and expenses, and to satisfy other capital needs that could arise in the future.

Risk of Bridge Financings.The Fund is permitted to make bridge financings, subject to certain limitations. If the Fund makes an investment in a single transaction with the intent of refinancing or syndicating the portion of that investment constituting a bridge financing, there is a risk that the Fund will be unable to successfully complete such a refinancing. This could cause the Fund to be less diversified than the Adviser intended.

Projections.The Fund will make investments based upon projections developed by the Adviser or a portfolio company concerning a portfolio company’s future performance, outcome and cash flow. Because projections are inherently subject to uncertainty and factors beyond the control of the Adviser, investors have no assurance that the investments will yield the returns expected by the Fund’s management. The inaccuracy of certain assumptions, the failure to satisfy certain requirements and the occurrence of other unforeseen events could impair the ability of a portfolio company to realize projected values, outcomes and cash flow. In addition, subsequent to the Fund’s acquisition of a particular portfolio investment, management or the Adviser may adjust projected returns to reflect changes in market conditions or based upon other relevant facts and circumstances.

Valuations.Because secondary markets for certain investments may be limited or non-existent, the Fund’s investments may be difficult to value. When market quotations are not readily available or are deemed to be unreliable, the Fund values its investments at fair value as determined in good faith pursuant to policies and procedures approved by the Board. Fair value pricing may require subjective determinations about the value of a security or other asset. As a result, there can be no assurance that fair value pricing will result in adjustments to the prices of securities or other assets, or that fair value pricing will reflect actual market value, and it is possible that the fair value determined for a security or other asset will be materially different from quoted or published prices, from the prices used by others for the same security or other asset and/or from the value that actually could be or is realized upon the sale of that security or other asset. Where market quotations are not readily available, valuation may require more research than for more liquid investments. In addition, the Adviser may use an independent pricing service or prices provided by dealers to value certain fixed income securities at their market value. The Board has designated the Adviser as the valuation designee pursuant to Rule 2a-5 under the 1940 Act to perform fair value determinations relating to any or all Fund investments. The Board oversees the Adviser in its role as the valuation designee in accordance with the requirements

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of Rule 2a-5. In its role as the valuation designee, the Adviser is authorized to make all necessary determinations of the fair values of portfolio securities and other assets for which market quotations are not readily available or if it is deemed that the prices obtained from brokers and dealers or independent pricing services are unreliable.

In particular, several factors which involve a significant degree of judgment could impact the valuation of the Fund’s Infrastructure Investments. The Fund will primarily hold Infrastructure Investments and other assets that will not necessarily have readily ascertainable market values and which may be more illiquid in nature. The valuation of such illiquid assets is inherently subjective and subject to increased risk that the information utilized to value such assets or to create the pricing models may be inaccurate or subject to other error. In addition, valuations rely on a variety of assumptions, including assumptions about projected cash flows for the remaining holding periods for the assets, market conditions at the time of such valuations and/or any anticipated disposition of the assets, legal and contractual restrictions on transfers that may limit liquidity, and any transaction costs related to, and the timing and manner of, any anticipated disposition of the assets, all of which may materially differ from the assumptions and circumstances on which the valuations are based. The value of the Fund’s assets may also be affected by any changes in accounting standards, policies or practices as well as general economic, political, regulatory and market conditions and the actual operations of Infrastructure Investments, which are not predictable and can have a material impact on the reliability and accuracy of such valuations. As such, the carrying value of an asset may not reflect the price at which the Infrastructure Investment could be sold in the market, and the difference between carrying value and the ultimate sales price could be material. Accordingly, such values may not accurately reflect the actual market values of the Infrastructure Investments, and, thus, Shareholders will likely make decisions as to whether to purchase or tender Shares without complete and accurate valuation information.

Anti-Takeover Provisions.    Certain provisions of the Declaration of Trust and Bylaws could have the effect of limiting the ability of other entities or persons to acquire control of the Fund or to modify the Fund’s structure. These provisions may inhibit a change of control in circumstances that could give the Shareholders the opportunity to realize a premium over the value of the Shares.

Limitation on Liability of Trustees and Officers; Indemnification and Advance of Expenses.Delaware law permits a Delaware statutory trust to include in its declaration of trust a provision to indemnify and hold harmless any trustee or beneficial owner or other person from and against any and all claims and demands whatsoever. The Fund’s Declaration of Trust provides that the Trustees will not be liable to the Fund or Shareholders for monetary damages for breach of fiduciary duty as a trustee to the extent permitted by Delaware law. The Fund’s Declaration of Trust provides for the indemnification of any person to the full extent permitted, and in the manner provided, by Delaware law. In accordance with the 1940 Act, the Fund will not indemnify certain persons for any liability to which such persons would be subject by reason of such person’s willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

Pursuant to the Declaration of Trust and subject to certain exceptions described therein, the Fund will indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (i) any individual who is a present or former Trustee or officer of the Fund and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity or (ii) any individual who, while a Trustee or officer of the Fund and at the request of the Fund, serves or has served as a trustee, officer, partner or trustee of any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity (each such person, an “Indemnitee”), in each case to the extent permitted by Delaware law. Notwithstanding the foregoing, the Fund will not provide indemnification for any loss, liability or expense arising from or out of an alleged violation of federal or state securities laws by an Indemnitee unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations, (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction, or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made and the court considering the request for indemnification has been advised of the position of the SEC and of the published position of any state securities regulatory authority in which securities were offered or sold as to indemnification for violations of securities laws.

The Fund will not indemnify an Indemnitee against any liability or loss suffered by such Indemnitee unless (i) the Fund determines in good faith that the course of conduct that caused the loss or liability was in the best interest of the Fund, (ii) the Indemnitee was acting on behalf of or performing services for the Fund, (iii) such liability or loss was not

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the result of (A) negligence or misconduct, in the case that the party seeking indemnification is a Trustee (other than an independent Trustee), officer, employee, controlling person or agent of the Fund, or (B) gross negligence or willful misconduct, in the case that the party seeking indemnification is an Independent Trustee, and (iv) such indemnification or agreement to hold harmless is recoverable only out of assets of the Fund and not from the Shareholders.

In addition, the Declaration of Trust permits the Fund to advance reasonable expenses to an Indemnitee, and the Fund will do so in advance of final disposition of a proceeding (i) if the proceeding relates to acts or omissions with respect to the performance of duties or services on behalf of the Fund, (ii) the legal proceeding was initiated by a third party who is not a Shareholder or, if by a Shareholder of the Fund acting in his or her capacity as such, a court of competent jurisdiction approves such advancement and (iii) upon the Fund’s receipt of (A) a written affirmation by the trustee or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the Fund and (B) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the Fund, together with the applicable legal rate of interest thereon, if it is ultimately determined that the standard of conduct was not met.

Unspecified Use of Proceeds.The proceeds of the offering of the Shares may be used by the Fund to make investments that have not been selected by the Adviser, and Shareholders will not have an opportunity to evaluate for themselves the relevant economic, financial and other information regarding those investments by the Fund. No assurance can be given that if the investments are made, the objectives of the Fund will be achieved. The success of the Fund will depend on the ability of the Adviser to identify suitable investments, to negotiate and arrange the closing of appropriate transactions, and to arrange the timely disposition of investments.

Deployment of Capital; Impact on Investment Returns.In light of the need to be able to deploy capital quickly to capitalize on potential investment opportunities or to establish reserves for anticipated debts, liabilities or obligations, including liquidity needs, cash can be held by the Fund in investments selected by the Adviser that are expected to be temporary in nature pending deployment into other investments, the amount of which can at times be significant. While the duration of any such holding period is expected to be temporary, in the event the Fund is unable to find suitable investments, such investments selected by the Adviser that are expected to be temporary in nature could be held for longer periods, which would be dilutive to overall investment returns. It is not anticipated that the temporary investment of such cash will generate significant interest, and Shareholders should understand that such low interest payments on the temporarily invested cash could adversely affect the overall returns of the Fund.

Risks Upon Disposition of Investments.In connection with the disposition of certain types of investments, the Fund may be required to make representations about the business and financial affairs of the applicable portfolio company typical of those made in connection with the sale of any business, or may be responsible for the contents of disclosure documents under applicable securities laws. The Fund may also be required to indemnify the purchasers of such portfolio company or underwriters to the extent that any such representations or disclosure documents turn out to be incorrect, inaccurate or misleading. These arrangements may result in contingent liabilities, which might ultimately have to be funded by the Shareholders.

Recourse to Assets.The Fund’s assets, including any investments made by the Fund and any funds held by the Fund, are available to satisfy all liabilities and other obligations of the Fund. If the Fund becomes subject to a liability, parties seeking to have the liability satisfied may have recourse to the Fund’s assets generally and may not be limited to any particular asset, such as the asset representing the portfolio investment giving rise to the liability.

Counterparty Risk.The Fund is exposed to the risk that third parties that could owe the Fund or its investments money, securities or other assets will not perform their obligations. These parties include trading counterparties, clearing agents, exchanges, clearing houses, custodians, prime brokers, lenders administrators and other financial intermediaries. These parties could default on their obligations to the Fund or its investments, due to bankruptcy, lack of liquidity, operational failure or other reasons. Nonpayment and nonperformance by such parties will likely reduce revenues and increase expenses, and any significant level of nonpayment and nonperformance could have a negative impact on a portfolio company’s ability to conduct business, operating results, cash flows and its ability to service debt obligations and make payments to the Fund. This risk could arise, for example, from entering into swap or other derivative contracts under which counterparties have long-term obligations to make payments to the Fund or its investments, or executing securities, futures, currency or commodity trades that fail to settle at the required time due to non-delivery by the counterparty or systems failure by clearing agents, exchanges, clearing houses or other financial intermediaries. Also, any practice of rehypothecation of securities of the Fund or its investments held by counterparties could result in the loss of such securities upon the bankruptcy, insolvency or failure of such counterparties.

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The Fund will also depend on the services of custodians, administrators and other agents to carry out certain securities transactions and administrative services for it. The terms of the Fund’s contracts with third parties surrounding securities transactions could be customized and complex, and could occur in markets or relate to products that are not subject to regulatory oversight. The consolidation and elimination of counterparties resulting from the disruption in the financial markets has generally increased the concentration of counterparty risk and has decreased the number of potential counterparties.

Risk of ISQ Credit Event.Although the Fund, the Adviser are separate legal entities from other entities of ISQ, in the event that ISQ were to experience material financial distress or a downgrade in its credit rating, or if there were a change of control of ISQ, the Fund could nonetheless be adversely affected. In that regard, financial distress, a credit rating downgrade or change of control of ISQ or the Adviser could cause the Adviser to have difficulty retaining personnel, or otherwise adversely affect the Fund and its ability to achieve its investment objectives. Such an event may also cause a default, reduction in borrowing base or other adverse effect with respect to indebtedness incurred by the Fund. Similarly, if Other ISQ Funds were to incur substantial losses, the revenues of ISQ may decline substantially. Such diminishment in revenues could affect the ability of ISQ to satisfy its commitments to investments or prospective investments.

Claims Against ISQ; Adverse Publicity.ISQ is a global asset manager with a number of investment strategies and offices and employees around the world. Given the broad spectrum of operations of ISQ and its affiliates, claims (or threats of claims) and governmental investigations, examinations, requests for information, audits, inquiries, subpoenas and other regulatory or civil proceedings can and do occur in the ordinary course of its and its affiliates’ (including the Adviser’s) business. Such investigations, actions and proceedings may impact the Fund, including by virtue of reputational damage to ISQ (including the Adviser), or otherwise. Each of the Fund and the Adviser face the risk of negative publicity, including in matters such as labor disputes and adverse environmental attention, as well as matters arising out of municipal and federal government scrutiny both in the U.S. and globally. Portfolio company employees and ISQ employees could also pursue claims against ISQ or the Fund, which may draw negative publicity, as well as negative news media attention. Such adverse publicity may have a material effect on the Adviser’s ability to source investments or otherwise meet the Fund’s investment objectives. Additionally, the unfavorable resolution of such actions could result in criminal or civil liability, fines, settlements, charges, penalties or other monetary or non-monetary remedies or sanctions that could negatively impact ISQ (including the Adviser). In addition, such actions and proceedings may involve claims of strict liability or similar risks against the Fund in certain jurisdictions or in connection with certain types of activities. While ISQ (including the Adviser) has implemented policies and procedures designed to protect against non-compliance with applicable rules and regulations, there is no guarantee that such policies and procedures will be adequate or will protect ISQ in all instances.

U.S. Dollar Denomination of Shares.    Shares are denominated in United States dollars. Investors subscribing for Shares in any country in which United States dollars are not the local currency should note that changes in the value of exchange between United States dollars and such currency may have an adverse effect on the value, price or income of the investment in the Fund to such investor. There may be non-U.S. exchange regulations applicable to investments in non-U.S. currencies in certain jurisdictions where this Prospectus is being issued. The fees, costs and expenses incurred by Shareholders in converting their local currency to United States dollars (if applicable) in order to purchase Shares will be borne solely by such Shareholder. In addition, it may be the case that the aggregate amount that a Shareholder is required to contribute to the Fund is well in excess of what such Shareholder otherwise intended to contribute to the Fund in its local currency as a result of currency fluctuations. Each prospective investor should consult with its own counsel and advisors as to all legal, tax, financial and related matters concerning an investment in Shares.

Litigation.Litigation can and does occur in the ordinary course of the management of an investment portfolio. The Fund may be engaged in litigation both as a plaintiff and as a defendant. This risk is somewhat greater where the Fund exercises control or significant influence over a portfolio company’s direction, including as a result of board participation. Such litigation can arise as a result of issuer default, issuer bankruptcies and/or other reasons. In certain cases, such issuers may bring claims and/or counterclaims against the Fund, the Adviser and/or their respective principals and affiliates alleging violations of securities laws and other typical issuer claims and counterclaims seeking significant damages. The expense of defending against claims made against the Fund by third parties and paying any amounts pursuant to settlements or judgments would be borne by the Fund to the extent that (a) the Fund has not been able to protect itself through indemnification or other rights against the portfolio company, (b) the Fund is not entitled to such protections or (c) the portfolio company is not solvent. The Adviser and others may be indemnified by the Fund in connection with such litigation, subject to certain conditions.

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The outcome of any proceedings involving the Fund or the investments may materially adversely affect the Fund and may continue without resolution for long periods of time. Any litigation may consume substantial amounts of the Adviser’s time and attention, and that time and the devotion of these resources to litigation may, at times, be disproportionate to the amounts at stake in the litigation. Under the Advisory Agreement, the Fund will generally be responsible for indemnifying the Adviser and related parties for costs they may incur with respect to such litigation not covered by insurance.

Third-Party Advice.    The Fund and the Adviser utilize the services of attorneys, accountants, custodians, fund administrators and other consultants in their operations. The Fund and the Adviser generally rely upon such service providers for their professional judgment with respect to legal, tax, accounting, operational, regulatory and other matters. Nevertheless, there exists a risk that such service providers may provide incorrect advice from time to time or may otherwise make errors when providing services. Neither the Fund nor the Adviser will generally have any liability to the Shareholders for any reliance upon such advice or services. Service providers will be selected by the Adviser on behalf of the Fund with due care and consistent with their obligations under applicable law. Notwithstanding the foregoing, the Fund may bear the risk of any errors or omissions by such service providers. Additionally, subject to certain limitations, the Fund may be required to exculpate and indemnify such service providers for any losses incurred. See also “— Cybersecurity Risk” below. Whenever the Adviser makes a determination or uses its discretion, unless otherwise indicated, it shall do so in its sole and absolute discretion.

Cybersecurity Risk.ISQ’s, the Fund’s and their respective service providers’ information and technology systems could be vulnerable to damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. For example, unauthorized third parties could attempt to improperly access, modify, disrupt the operations of, or prevent access to these systems of ISQ, the Fund and their respective service providers, counterparties or data within these systems. Third parties could also attempt to fraudulently induce employees, customers, third-party service providers or other users of ISQ’s, the Fund’s and their respective service providers’ systems to disclose sensitive information in order to gain access and, even with sophisticated prevention and detection systems, there will be instances where data security incidents are not identified in a timely or appropriate manner or at all, which will likely cause further harm to ISQ’s, the Fund’s and their respective service providers’ data or that of the Shareholders. ISQ, the Fund and their respective service providers have implemented various measures to manage risks relating to these types of events. Additionally, if these systems are compromised, become inoperable for extended periods of time or cease to function properly, ISQ, the Fund and their respective service providers could have to make a significant investment to fix or replace them. The failure of these systems and/or disaster recovery plans for any reason could cause significant interruptions in ISQ’s, the Fund’s and their respective service providers’ operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to Shareholders (and the beneficial owners of Shareholders). Such a failure could harm ISQ’s, the Fund’s and their respective service providers’ reputation, subject any such entity and their respective associates to legal claims and otherwise affect their business and financial performance. Additionally, any failure of ISQ’s, the Fund’s and their respective service providers’ information, technology or security systems could have an adverse impact on its ability to manage the Fund. Similar types of operational and technology risks are also present for the portfolio companies in which the Fund invests and the sponsors of such investments, which could have material adverse consequences for such portfolio companies, and could cause the investments to lose value.

The Fund and the Adviser make no assurances, representations or warranties in relation to these matters, and have not obtained representations or warranties in relation to these matters from all of their respective service providers. In addition, the Adviser, the Fund’s subsidiaries and each of their respective affiliates reserve the right to intercept, monitor and retain e-mail messages to and from its systems as permitted by applicable law. Substantial costs may be incurred in order to prevent any cyber incidents in the future. While the Fund’s service providers have established business continuity plans in the event of, and risk management systems to prevent, such cyber incidents, there are inherent limitations in such plans and systems including the possibility that certain risks have not been identified. Furthermore, the Fund cannot control the cybersecurity plans and systems put in place by its service providers or any other third parties whose operations may affect the Fund. In addition, jurisdictions in which ISQ operates have recently adopted or are considering adopting laws that include stringent operational requirements for entities processing personal information and significant penalties for non-compliance, such as the EU GDPR, California Privacy Act and the New York SHIELD Act, and a range of proposed additional laws as the U.S. federal and state level.

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Non-Compete Arrangements.    Situations could arise in which the Fund, ISQ and/or other members of ISQ could be required to enter into certain non-compete or similar exclusivity arrangements with third parties in order to avoid the making of investments which could compete with other investments held by the Fund or by an Other ISQ Fund. While appropriate protections will typically be sought to limit the scope of such non-compete or exclusivity arrangements (for example, by limiting any non-compete or similar exclusivity arrangements by duration, to specifically identified companies and/or according to specific criteria such as business sector or industry, geographical scope of business operations and/or size of business operations etc.), such non-compete or similar exclusivity arrangements could nonetheless have the effect of restricting the ability of the Fund to pursue certain investment opportunities which could otherwise have been considered as potentially suitable for the Fund.

Dependence on Third-Party Administrators.    The Fund expects to enter into, and may otherwise be bound from time to time with respect to, a services agreement with a third-party administrator. Any such administrator may perform certain administrative, accounting and reporting services for or related to the Fund. If engaged, the Fund would depend on the services provided by any such administrator in order to comply with certain reporting and other obligations set forth in this Prospectus. The Adviser intends to monitor any such administrator and its performance. However, there is no assurance that such administrator will comply with its obligations to the Fund or that the Fund will be able to recover in part or in full any damages caused by any failure of such administrator to comply with such obligations, including as a result of such administrator’s bankruptcy, lack of liquidity, operational failure or otherwise. Investors will not have the ability to bring a direct claim against any such administrator and, to the extent that such administrator is performing obligations of the Adviser or its affiliates, the Advisory Agreement includes exculpation and indemnification provisions that will limit the circumstances under which the Adviser and its affiliates can be held liable to the Fund. The Fund would pay all fees payable to any such administrator with respect to the services for or related to the Fund. In addition to the payment of the fees, the Fund would reimburse any such administrator for any out-of-pocket expenses and other amounts agreed to with such administrator. Under the services agreement, the Fund may agree to indemnify and hold harmless any such administrator and its related parties.

Risks Related to the Current Market

General Economic Conditions.Changes in general global, regional and/or United States economic and geopolitical conditions may affect the Fund’s activities. Interest rates, general levels of economic activity, the price of securities and participation by other investors in the financial markets may affect the market in which the Fund makes investments or the value and number of investments made by the Fund or considered for prospective investment. Material changes and fluctuations in the economic environment, particularly of the type experienced in the years following 2008 that caused significant dislocations, illiquidity and volatility in the wider global economy, and the market changes that have resulted from the spread of a novel coronavirus (“COVID-19”) also may affect the Fund’s ability to make investments and the value of investments held by the Fund or the Fund’s ability to dispose of investments. The short-term and the longer-term impact of these events are uncertain, but they could continue to have a material effect on general economic conditions, consumer and business confidence and market liquidity. Any economic downturn resulting from a recurrence of such marketplace events and/or continued volatility in the financial markets could adversely affect the financial resources of investments. Investments can be expected to be sensitive to the performance of the overall economy. For example, the ability of assets, companies, projects or businesses in which the Fund holds investments to repay their debt obligations (including making payments to the Fund as creditor with respect thereto) or refinance debt instruments could depend on their ability to obtain financing, including by selling securities in the high yield debt or bank financing markets. Interest rate changes will generally also affect the value of debt instruments directly (in the case of adjustable rate instruments) or indirectly (in the case of fixed rate instruments). In general, rising interest rates will negatively impact the price of fixed rate debt instruments and falling interest rates will have a positive effect on price.

In particular, any deterioration of the global debt markets (particularly the U.S. debt markets), any possible failure of certain financial services companies, and any significant rise in the market’s perception of counterparty default risk or increases in interest rates or taxes, to the extent that such marketplace events are not temporary and continue, could have an adverse impact on the availability of credit to businesses generally and could lead to an overall weakening of U.S. and global economies. Such an economic downturn could adversely affect the financial resources of portfolio companies of the Fund and result in the inability of such portfolio companies to make principal and interest payments on outstanding debt obligations to the Fund when due. In the event of such defaults, the Fund will likely suffer a partial or total loss of capital invested in such investments, which could, in turn, have an adverse effect on the Fund’s returns.

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Geographic Risk.Economic growth and prosperity in the countries in which the Fund could invest will vary. This could impact the Fund’s ability to realize investments in certain countries and could impact the prospects of certain investments in the Fund’s portfolio. In addition, economic problems in a single country are increasingly affecting other markets and economies. A continuation of this trend could adversely affect global economic conditions and world markets and, in turn, could adversely affect the Fund’s performance. The economies of particular countries could differ favorably or unfavorably from one another in such respects as growth of gross domestic product, rate of inflation, currency depreciation, capital reinvestment, resource self-sufficiency and balance of payments position. Governments of many countries, especially those outside of the OECD, have exercised and continue to exercise substantial influence over many aspects of the private sector, including owning or controlling such countries’ large companies.

Diseases, Epidemics and Pandemics Risk.Pandemics and other widespread public health emergencies, including outbreaks of infectious diseases such as SARS, H1N1/09 flu, avian flu, Ebola and the outbreak of COVID-19, have and are resulting in market volatility and disruption, and future such emergencies have the potential to materially and adversely impact economic production and activity in ways that are impossible to predict, all of which could result in significant losses to the Fund.

Coronavirus (or new variants thereof), renewed outbreaks of other epidemics or pandemics or the outbreak of new epidemics or pandemics could result in health or other government authorities requiring the closure of offices or other businesses and could also result in a general economic decline. For example, as is currently the case, such events could adversely impact economic activity through disruption in supply and delivery chains. Moreover, ISQ’s operations and those of the Fund and its investments could be negatively affected if personnel are quarantined as the result of, or in order to avoid, exposure to a contagious illness. Similarly, travel restrictions or operational issues resulting from the rapid spread of contagious illnesses could have a material adverse effect on business and results of operations. A resulting negative impact on economic fundamentals and consumer confidence could negatively impact market value, increase market volatility, cause credit spreads to widen, and reduce liquidity, all of which could have an adverse effect on the business of ISQ, the Fund and its investments.

The duration of the business disruption and related financial impact caused by a widespread health crisis cannot be reasonably estimated. ISQ’s operations and business results, including with respect to the Fund and its investments, could be materially adversely affected by the continued COVID-19 pandemic. The extent to which COVID-19 (or any other disease, pandemic or epidemic) impacts business activity or investment results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which could emerge concerning new variants of COVID-19 and the actions required to contain COVID-19 or treat its impact, among others.

Business Continuity Plans.In the event of unforeseen catastrophic events such as natural disasters, terrorist attacks, pandemics and epidemics, the Adviser will initiate its business continuity plan to safeguard that its employees have the resources and technology necessary to continue their responsibilities and meet portfolio investment and investor needs. The business continuity plan is tested to ensure that appropriate measures are put in place to manage any such catastrophic events. However, the Adviser is not able to predict the level of disruption that such catastrophic events will have on its operation or the ability of the plan to succeed in a time of crisis. Thus, its business continuity plan may be insufficient to continue operating the Adviser’s business as usual. The failure of the business continuity plan for any reason could cause significant interruptions in the Adviser’s, the Fund’s and/or the portfolio companies’ operations. Similar types of operational risks are also present for the portfolio companies in which the Fund invests and the vendors, third-party suppliers or counterparties with whom the Fund or the portfolio companies transact, which could have material adverse consequences for such companies and may cause the Fund’s investments to lose value.

Commodity Price Risk.Infrastructure Investments may be subject to commodity price risk, including, without limitation, the price of electricity and oil prices and supplies of fuel. The operation and cash flows of certain of the Fund’s assets will depend, in substantial part, upon prevailing market prices for electricity, oil and fuel, and particularly natural gas. Historically, the markets for oil, gas, coal and power have been volatile and are subject to significant fluctuations over a short period of time in response to relatively minor changes in supply and demand, uncertainties within the market and a variety of other factors beyond ISQ’s control. This volatility is likely to continue in the future. These market prices could fluctuate materially depending upon a wide variety of factors beyond the control of the Adviser or the Fund, including, without limitation, weather conditions, the changes in foreign and domestic market supply and demand for oil, force majeure events, changes in law, governmental regulations, relative price and availability of alternative forms of fuels and energy sources, energy conservation, the success of exploration projects, political instability, armed conflicts, international political conditions including those in the Middle East, actions of

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the Organization of the Petroleum Exporting Countries (“OPEC”) (and other oil and natural gas producing nations) including the ability of the OPEC member countries, and other oil exporting countries, including Russia, to agree upon and to maintain price stability through production limits/quotas and the level of production by non-OPEC countries, the capacity of U.S. and international refiners to use U.S. supplies of oil, natural gas and natural gas liquids, the economic growth of countries that are large consumers of energy and overall economic conditions. The occurrence of events related to the foregoing makes it extremely difficult to predict future oil and natural gas price movements with any certainty and could have a material adverse effect on the Fund and portfolio companies.

Inflation Risk.Depending on the inflation assumptions relating to anticipated cash flows from an investment, as well as the manner in which the asset revenue is determined with respect to such investment, returns from an investment could vary from those projected by ISQ as a result of changes in the rate of inflation and any corresponding changes in the price of commodities, which are critical to the operation of infrastructure assets. There can be no assurance that a high ratio of inflation will not have a material adverse effect on the investment of the Fund.

If a portfolio company is unable to increase its revenue in times of higher inflation, its profitability and ability to repay debt obligations could be adversely affected. Many of the companies in which the Fund invests could have long-term rights to income linked to some extent to inflation, whether by government regulations, contractual arrangement or other factors. Typically, as inflation rises, the portfolio company will earn more revenue, but will incur higher expenses; as inflation declines, the portfolio company could not be able to reduce expenses in line with any resulting reduction in revenue. Many infrastructure businesses rely on concessions to mitigate the inflation risk to cash flows through escalation provisions linked to the inflation rate (e.g., the toll set on a toll road). These concessions do not protect against the risk of a rise in real interest rates, which is likely to create higher financing costs for infrastructure businesses and could also reduce the amount of levered, after-tax cash flow generated by a portfolio company, which could impair the portfolio company’s ability to make principal and interest payments on outstanding debt obligations to the Fund when due. In addition, the market value of portfolio companies could decline in times of higher inflation rates given that the most commonly used methodologies for valuing portfolio companies (e.g., discounted cash flow analysis) are sensitive to rising inflation and real interest rates. Finally, wage and price controls have been imposed at times in certain countries in an attempt to control inflation, which could significantly affect the operation of portfolio companies. Accordingly, changes in the rate of inflation could affect the forecasted profitability of the portfolio companies and, therefore, inflation could directly adversely affect the portfolio companies.

Regional Risk; Interdependence of Markets.Economic problems in a single country are increasingly affecting other markets and economies. A continuation of this trend could result in problems in one country adversely affecting regional and even global economic conditions and markets. The market and the economy of a particular country in which the Fund invests is influenced by economic and market conditions in other countries in the same region or elsewhere in the world. Similarly, concerns about the fiscal stability and growth prospects of certain European countries in the last economic downturn had a negative impact on most economies of the Eurozone and global markets. A repeat of either of these crises or the occurrence of similar crises in the future could cause increased volatility in the economies and financial markets of countries throughout a region, or even globally.

Trade Policy.Political leaders in the U.S. and certain European nations have been elected on protectionist platforms, fueling doubts about the future of global free trade. The U.S. government has indicated its intent to alter its approach to international trade policy and in some cases to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements and treaties with foreign countries and has made proposals and taken actions related thereto. In addition, the U.S. government has recently imposed tariffs on certain foreign goods, including steel and aluminum, and has indicated a willingness to impose tariffs on imports of other products. Some foreign governments, including China, have instituted retaliatory tariffs on certain U.S. goods and have indicated a willingness to impose additional tariffs on U.S. Products. Other countries, including Mexico, have threatened retaliatory tariffs on certain U.S. Products. Global trade disruption, significant introductions of trade barriers and bilateral trade frictions, together with any future downturns in the global economy resulting therefrom, could adversely affect the financial performance of the Fund and its investments. In particular, the ongoing trade dispute between the U.S. and China is expected to be a continuing source of instability, potentially resulting in significant currency fluctuations and/or having other adverse effects on international markets, international trade agreements and/or other existing cross-border cooperation arrangements (whether economic, tax, fiscal, legal, regulatory or otherwise). While this dispute has already had negative economic consequences on U.S. markets, to the extent this trade dispute escalates into a “trade war” between the U.S. and China, there could be additional significant impacts on the industries in which the Fund participates and other adverse impacts on the Fund’s investments.

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Currency Risk.The “functional currency” of the Fund will be the dollar. Investors will bear the economic risk of any fluctuations in the value of their domestic currency against dollars when they exchange their domestic currency for dollars to invest or make other payments to the Fund or exchange dollars distributed to them by the Fund, as applicable, for their domestic currency. There may be foreign exchange regulations applicable to investments in foreign currencies in certain jurisdictions. The Fund’s investments, revenues and expenses will likely be located or incurred all around the globe and will likely be denominated in a wide variety of currencies. The Fund’s business will be subject to risks typical of an international business including, but not limited to, differing tax structures, and general foreign exchange rate volatility. For investments denominated in currencies other than U.S. dollars, the value in the local currency of the investment will vary with movements in exchange rates. Additionally, as a result of large-scale currency speculation, a number of emerging markets countries have been unable to sustain exchange rates and have devalued their currency relative to the U.S. dollar or shifted to floating exchange rate regimes. The Fund is permitted to seek partially to hedge currency risk associated with investments in countries that do not use the dollar as their primary currency. The Fund could incur costs related to currency hedging arrangements. There is a risk that the hedges do not remove all of the risk associated with the amount hedged. In addition, as the hedges are only partial by design, the Fund remains at risk for any unhedged amount. In addition, there can be no assurances regarding the stability of the dollar during the life of the Fund. The remittance of income and capital gains generated by investments by the Fund in certain countries could be dependent on there being liquidity in the relevant local currency. It could be impossible or impracticable to hedge the currency risk to which the Fund is exposed. ISQ could commit the forward payment of certain assets denominated in another currency than the US dollar which could be significantly higher at the date of execution of the commitment. This could have an adverse effect on the Fund, the performance of its investments and its ability to fulfill its investment objectives.

Investments Outside of the OECD.Subject to the limitations set forth in the Prospectus, the Fund is permitted to invest in issuers headquartered and operating in jurisdictions other than the member states of the OECD. Such other regions could present risks including as a result of having less stable political regimes and/or legal, regulatory or economic environments. As a result, investments made by the Fund in such regions could create risks which would not apply to investments made in the OECD, and such investments could adversely impact the overall performance of the Fund. See also “— Risks of Investing in Growth Markets” below, where this is further described.

Eurozone Risks.There are significant and persistent concerns regarding the debt burden of certain Eurozone countries and their ability to meet future financial obligations, the overall stability of the Euro and the suitability of the Euro to function as a single currency given the diverse economic and political circumstances in individual Eurozone countries. The overall stability of certain European financial markets has deteriorated in recent years and concerns linger regarding potential defaults by sovereign states in Europe. The risks and prevalent concerns about a credit crisis in Europe could have a detrimental impact on global economic recovery as well as on sovereign and non-sovereign debt in the Eurozone countries. There can be no assurance that the market disruptions in Europe will not spread to other countries, nor can there be any assurance that future assistance packages will be available or, even if provided, will be sufficient to stabilize affected countries and markets in Europe or elsewhere. These and other concerns could lead to the re-introduction of individual currencies in one or more Eurozone countries, or, in more extreme circumstances, the possible dissolution of the Euro entirely. This could have an adverse effect on the performance of investments both in countries that experience the default and in other countries within the EU. Should the Euro dissolve entirely, the legal and contractual consequences with respect to the Fund, its Shareholders and their investments in Europe could be determined by laws in effect at such time, including investments based in the EU which derive a majority of their sales or profits from emerging markets. These potential developments could negatively impact the ability of the Fund to make investments in Europe, the value of the investments in Europe and the general availability and cost of financing permitted investments.

Terrorism Risks.The Fund could invest in significant strategic assets. Strategic assets are assets that have a national or regional profile and can have monopolistic or oligopolistic characteristics. The very nature of these assets could generate additional risk not common in other industry sectors and could expose them to a greater risk of being the subject of a terrorist attack than other assets or businesses. Any terrorist attacks that occur at or near infrastructure facilities would likely cause significant harm to employees, assets and, potentially, the surrounding community. Insurers might offer a limited amount of or no insurance coverage for liability to persons other than employees or passengers for claims resulting from acts of terrorism, war or similar events. A terrorist attack involving the property of an infrastructure asset, or property under control of a portfolio company, could result in liability far in excess of available insurance coverage. A terrorist attack on an infrastructure asset could also have adverse consequences for all assets of that type, including assets in which the Fund invests. For example, as a result of a terrorist attack in the

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vicinity of an infrastructure asset, the infrastructure asset might be forced to increase preventative security measures or expand its insurance coverage, adversely affecting the profitability of investment in that asset. Similarly, a terrorist attack could cause reduced patronage, usage and demand for an entire class of infrastructure assets or for infrastructure investments in the region of the terrorist attack, which could adversely affect the profitability of the investments.

Banking System Volatility.The U.S. banking system has recently experienced, and continues to experience, significant volatility resulting from, in large part, the closure of certain U.S. banks. Similar events at other U.S. or international banks could increase the Adviser’s and the Fund’s costs, negatively impact the Fund’s ability to execute on pending transactions, including with respect to the ability to draw down amounts under credit facilities, and divert the Adviser’s time, attention and resources away from the pursuit of the Fund’s investment strategy. These closures, and any additional closures that could occur within the banking system, have resulted and could continue to result in significant financial distress in the markets, which could exacerbate the normal risks associated with the Fund. Potential impacts include additional bank runs, which could cause affected banks to liquidate long-term investments at unattractive valuations thereby decreasing market prices for such assets; increased demand for assets traditionally considered safe havens; decreased demand for illiquid or esoteric investments; decreased capital availability from lenders; central bank interventions, which could stymie efforts to control inflation; and increased savings and consumption among consumers. Furthermore, these closures could lead to financial system and participant regulatory reform, and such increased regulatory oversight could impose additional administrative burdens on the Adviser and the Fund. The foregoing could materially adversely impact the Fund’s operations and its ability to realize its investment objectives in a timely manner. It is currently unclear what the ultimate effect of the situation will be on the private equity industry and global markets as a whole.

Benchmark Reforms.This transition away from LIBOR and other IBORs may cause one or more of the following to occur, among other impacts: (i) there may be an increase in the volatility of the final synthetic LIBOR settings, SOFR and other IBORs prior to the consummation of the remaining changes; (ii) more investments may be made using interest payment benchmarks other than LIBOR or bearing interest at a fixed rate, resulting in differential investment returns to the Fund; (iii) there may be an increase in pricing volatility with respect to the Fund’s investments and/or a reduction in the value of the Fund’s investments; (iv) there may be a reduction in the Fund’s ability to effectively hedge interest rate risks; and (v) the Fund may incur losses from hedging disruptions due to transition basis risk, the cessation of LIBOR or an inability of the Fund and their respective counterparties to effectively value their existing trades due to a lack of dealers providing LIBOR-based quotations in the derivatives markets. Because of structural differences in the calculation of alternative reference rates, especially risk-free rates, there is no certainty as to how the emerging market-accepted alternatives to LIBOR may impact the Fund or its investment returns. There may not be any alternative benchmark that reflects the composition and characteristics of LIBOR, and there may be dramatic shifts in debt investments and the debt markets generally. Any of the foregoing could materially adversely impact results for the Fund.

Russia-Ukraine Conflict.    The Russian Federation invaded Ukraine on February 24, 2022. Geopolitical tensions globally have risen significantly in response and the US, the UK, EU member states, and certain other countries have imposed several rounds of economic sanctions on the Russian Federation, parts of Ukraine, as well as various designated parties, and additional sanctions could be added in the future. As further military conflicts and economic sanctions continue to evolve, it has become increasingly difficult to predict the impact of these events or how long the conflict or such sanctions will last. The Russian Federation-Ukraine conflict and related events (including the economic sanctions) could significantly exacerbate the normal risks associated with the Fund and result in adverse changes to, among other things: (i) general economic and market conditions; (ii) shipping and transportation costs and supply chain constraints; (iii) interest rates, currency exchange rates, and expenses associated with currency management transactions; (iv) demand for the types of investments made by the Fund; (v) available credit in certain markets; (vi) import and export activity from certain markets and capital controls; and (vii) laws, regulations, treaties, pacts, accords, and governmental policies. Economic and military sanctions related to the Russian Federation-Ukraine conflict, or other conflicts, have the potential to gravely impact markets, global supply and demand, import/export policies, and the availability of labor in certain markets. Such volatility could cause the risk of existing investments to differ significantly from ISQ’s initial risk assessment, and affect ISQ’s ability to assess the risk of investments going forward. There is no guarantee that such sanctions and economic actions will abate or that more restrictive measures will not be put in place in the near term. In addition, it is impossible to predict the extent to which the Russian Federation-Ukraine military conflict could expand into or otherwise adversely impact other regions. Any of the foregoing could seriously and negatively impact the Fund’s operations and its ability to realize its investment objectives in a timely manner.

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Israel-Hamas Conflict.    In October 2023, Hamas militants and members of other terrorist organizations infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Following the attack, Israel declared war against Hamas and a military campaign against Hamas and other terrorist organizations in the Gaza Strip commenced. In addition, there have been increasing numbers of attacks and other clashes between Israel and Hezbollah on Israel’s northern border with Lebanon, and in the West Bank, and the escalating conflict may in the future expand into a greater regional conflict or otherwise adversely impact other regions. It has become increasingly difficult to predict the impact of these events or how long the conflict will last. The Israel-Hamas conflict and related events may significantly exacerbate the normal risks associated with the Fund and result on adverse changes to, among other things: (i) general economic and market conditions; (ii) shipping and transportation costs and supply chain constraints; (iii) interest rates, currency exchange rates, and expenses associated with currency management transactions; (iv) demand for the types of investments made by the Fund; (v) available credit in certain markets; (vi) import and export activity from certain markets and capital controls; (vii) the availability of labor in certain markets and (viii) laws, regulations, treaties, pacts, accords, and governmental policies. Such volatility may cause the risk of existing investments to differ significantly from the Adviser’s initial risk assessment, and affect the Adviser’s ability to assess the risk of investments going forward. There is no guarantee that such sanctions and economic actions will abate or that more restrictive measures will not be put in place in the near term. Any of the foregoing could seriously and negatively impact by the Fund’s operations and its ability to realize its investment objectives in a timely manner.

Risks Related to the Fund’s Investments in Infrastructure

Infrastructure Investments.Infrastructure Investments will be subject to the risks incidental to the ownership and operation of infrastructure projects, including risks associated with the general economic climate, geographic or market concentration, climate change, the ability of the Fund to manage the investment, government regulations, national and international political circumstances and fluctuations in interest rates, rates of inflation or commodities’ prices such as oil. Since Infrastructure Investments, like many other types of long-term investments, have historically experienced significant fluctuations and cycles in value, specific market conditions may result in occasional or permanent reductions in the value of an investments. In addition, general economic conditions in relevant jurisdictions, as well as conditions of domestic and international financial markets, could adversely affect operations of the Fund. In particular, because of the long time-lag between the approval of a project and its actual funding, a well-conceived project could, as a result of changes in investor sentiment, the financial markets, economic, or other conditions prior to its completion, become an economically unattractive investment. There can be no assurance that the investments will be profitable or generate cash flow or provide a return on or recovery of amounts invested therein.

Sector Risks.The Fund’s investment portfolio will consist primarily of Infrastructure Investments, many of which will be privately held, and operating results in a specified period will be difficult to predict. Such investments involve a high degree of business and financial risk which can result in substantial losses, including the loss of a Shareholder’s entire investment.

A portion of the Fund’s assets could be invested in companies in highly competitive markets dominated by firms with substantially greater financial and possibly better technical resources than the portfolio companies in which the Fund invests. Portfolio companies in which the Fund invests might also be subject to additional infrastructure sector risks, including (i) the risk that technology employed will be not be effective or efficient, (ii) the risk of equipment failures, failure to perform according to design specifications, failure to meet expected levels of efficiency, fuel interruptions, loss of sale and supply contracts; (iii) changes in power or fuel contract prices, bankruptcy of or defaults by key customers, suppliers or other counterparties, and tort liability; (iv) risk of changes of values of infrastructure sector companies; (v) risks associated with employment of personnel and unionized labor; (vi) political and regulatory considerations and popular sentiments that could affect the ability of the Fund to buy or sell investments on favorable terms; and (vii) other unanticipated events which adversely affect operations. The occurrence of events related to any of the foregoing could have a material adverse effect on the Fund and its investments. These and other inherent business risks could affect the performance and value of investments.

Operations and Maintenance Risk.The long-term profitability of the assets in which the Fund invests will be dependent upon the efficient operation and maintenance of such assets. Investments in the infrastructure industry could be subject to technical risks, including the risk of mechanical breakdown, spare parts shortages, failure to perform according to design specifications and other unanticipated events that adversely affect operations. As a general matter, the operation and maintenance of infrastructure assets involve significant capital expenditures and

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various risks, many of which will not be under the control of the owner/operator, including labor issues, political or local opposition, technical obsolescence, structural failures and accidents, environment related issues, counterparty non-performance and the need to comply with the directives of government authorities. Optional or mandatory improvements, upgrades or rehabilitation of infrastructure assets could cause delays or result in closures or other disruptions subjecting the investment to various risks including lower revenues. The operations of infrastructure projects are exposed to unplanned interruptions caused by significant catastrophic events, certain weather events, terrorist attacks, major facility breakdowns, electricity line ruptures or other disasters. See also “— Unforeseen Events and Uninsured Losses”. Operational disruption, as well as supply disruption, could adversely impact the cash flows available from these assets. In addition, the cost of repairing or replacing damaged assets could be considerable. Repeated or prolonged interruption could result in permanent loss of customers, substantial litigation or penalties for regulatory or contractual non-compliance. Moreover, any loss from such events might not be recoverable under relevant insurance policies. Business interruption insurance is not always available, or economic, to protect the business from these risks.

Industrial action involving employees or third parties could disrupt the operations of infrastructure projects. Infrastructure projects are exposed to the risk of accidents that could give rise to personal injury, loss of life, damage to property, disruption to service and economic loss. While the Fund will, where possible, seek investments in which creditworthy and appropriately bonded and insured third parties bear much of these risks, there can be no assurance that any or all such risks can be mitigated or that such parties, if present, will perform their obligations. An operating failure could lead to loss of a license, concession or contract on which a portfolio investment is dependent. Inefficient operations and maintenance could reduce returns to the Shareholders.

Environmental, Health and Safety Risks.Infrastructure assets are typically subject to numerous statutes, rules and regulations relating to protection of the environment and worker and public health and safety. Certain statutes, rules and regulations might require investments to address environmental contamination, including soil and groundwater contamination, resulting from the release of fuel, hazardous materials or other pollutants, to control other forms of environmental pollution such as air, surface water, wastewater, and noise pollution, or otherwise to incur significant capital or operating expenditures to comply with environmental, health, and safety requirements. Any current or past non-compliance with such requirements could subject an investment to material administrative, civil, or criminal penalties or other liabilities. Further, under various statutes, rules and regulations of certain jurisdictions, a current or previous owner or operator of real property might be liable for the costs of investigation, monitoring, removal or remediation of hazardous materials, in some cases whether or not the owner or operator knew of or was responsible for the presence of hazardous materials. The presence of hazardous materials on a property could also result in personal injury or property damage or similar claims by private parties. Persons who arrange for the disposal or treatment of hazardous materials could also be liable for the costs of removal or remediation of these materials at the disposal or treatment facility, whether or not that facility is or ever was owned or operated by that person.

The long-term trend toward increasingly stringent environmental, health, and safety regulations could continue in the future, resulting in substantial additional costs on investments to comply with new requirements. In addition, because infrastructure assets can have a substantial environmental impact, community and environmental groups might protest about the development or operation of a portfolio company, and these protests could induce government action to the detriment of performance of the investment. Further, ordinary operation or occurrence of an accident with respect to an investment could cause significant damage to the environment or harm to public health or safety, which could result in significant financial distress to the particular asset and ultimately affect the return on the Fund’s investment therein.

ISQ cannot rule out the possibility that environmental, health, or safety liabilities might arise as a result of a large number of factors, including changes in laws or regulations and the existence of conditions that were unknown at the time of acquisition. Environmental, health or safety liabilities could have a material adverse effect on the results of operations, financial condition, liquidity and prospects of the investments, and on the overall value of such investments.

Environmental, Social and Governance Program Risk.Sustainable finance is a rapidly developing area and the legal and regulatory framework governing sustainable finance continues to evolve. ESG matters have been the subject of increased focus by regulators. For example, in May 2022, the SEC proposed ESG-related rules for investment advisers and for 1940 Act funds that address, among other things, enhanced ESG-related disclosure requirements concerning the use of ESG themes in their investing practices. This could increase the risk that the Adviser will be perceived as, or accused of, greenwashing (i.e., the making of inaccurate or misleading statements related to ESG). Such perception or accusation could damage the Adviser’s reputation, result in litigation or regulatory actions, and adversely impact

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the Adviser’s ability to raise capital and attract new investors. There may also be an increase in related enforcement through efforts such as those of the SEC’s Climate and ESG Enforcement Task Force, established in March 2021. However, a lack of harmonization globally in relation to ESG legal and regulatory reform may lead to a risk of fragmentation as a result of the differing pace of sustainability transition across jurisdictions which may also impact the approach that ISQ is required to take, or focus on, in this area. Failure to keep pace with sustainability transition, or failure to respond to the ESG expectations or requirements of stakeholders, could impact ISQ’s competitiveness in the market and damage its reputation resulting in a material adverse effect on the Fund.

Sustainability-related practices differ by region, industry and issue and are evolving accordingly, and an investment’s sustainability-related practices or assessment of such practices could change over time. Similarly, new sustainability requirements imposed by jurisdictions in which ISQ does business and/or in which the Fund is marketed could result in additional compliance costs, disclosure obligations or other implications or restrictions on the Fund or on the Adviser. Under such requirements, the Adviser could be required to classify itself or the Fund against certain criteria, some of which can be open to subjective interpretation. The Adviser’s view on the appropriate classification could develop over time, including in response to statutory or regulatory guidance or changes in industry approach to classification. A change to the relevant classification could require further actions to be taken, such as requiring further disclosures by the Fund or new processes to be set up to capture data about the Fund or its investments, which could lead to additional cost.

Enacted or proposed “anti-ESG” legislation in certain US states requires that relevant state entities or the administrators of state investments base their investment decisions solely on financial factors or investment returns, which may be deemed to exclude certain ESG factors. In addition, the evolving nature of ESG and sustainability-related regulations and practices means that there is likely to be in the future a degree of divergence as to the regulatory and market meaning of such terms, as well as the divergent views on the degrees to which such matters contribute to long-term performance. In addition, state regulators have initiated inquiries, investigations and lawsuits with respect to certain funds regarding their use of ESG factors or criteria in their investment process, participation in certain industry groups or otherwise. These inquiries and investigations and actions could result in reputational or financial harm to ISQ and the Fund.

Due to increasing market interest in ESG and climate-related investing, ISQ is likely to encounter competition from other entities having a similar focus on these areas. ISQ expects that competition for appropriate investment opportunities in these areas will increase, which could increase the difficulty of finding investments at attractive prices or at all, and/or provide certain seller favorable terms in transactions, and/or decrease the likelihood of the Fund obtaining buyer favorable terms in transactions.

Climate Risk.Global climate change is widely considered to be a significant threat to the global economy. Infrastructure assets in particular could face risks from the physical effects of climate change, such as risks posed by increasing frequency or severity of extreme weather events and rising sea levels and temperatures. Additionally, the Paris Agreement and other initiatives by international, federal, state, and regional policymakers and regulatory authorities as well as private actors seeking to reduce greenhouse gas emissions could expose infrastructure assets to so-called “transition risks” in addition to physical risks, such as: (i) regulatory and litigation risk (e.g., changing legal requirements that could result in increased permitting and compliance costs, changes in business operations, or the discontinuance of certain operations, and litigation seeking monetary or injunctive relief related to climate impacts), (ii) technology and market risk (e.g., declining market for products and services seen as greenhouse gas intensive or less effective than alternatives in reducing greenhouse gas emissions); and (iii) reputational risk (e.g., risks tied to changing customer or community perceptions of an asset’s relative contribution to greenhouse gas emissions). ISQ cannot rule out the possibility that climate risks could result in unanticipated delays or expenses and, under certain circumstances, could prevent completion of investment activities once undertaken, any of which could have a material adverse effect on an investment or the Fund.

Competition Facing Portfolio Companies.The Fund could invest in companies that construct or maintain and operate infrastructure assets in a highly competitive environment. Once the Fund’s infrastructure assets become operational, they could face intense competition from other infrastructure assets in the vicinity of the assets they operate, the presence of which depends in part on government plans and policies. For example, an increase in the number and convenience of alternative routes and competition from other modes of transportation could reduce traffic on toll roads operated by portfolio companies thus materially and adversely affecting performance. Portfolio companies could face intense competition, including competition from companies with greater financial resources,

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more extensive development, manufacturing, marketing, and other capabilities, and a larger number of qualified managerial and technical personnel. Such competition could materially and adversely affect the Fund’s business, financial condition and results of operations.

Demand and Usage Risk.The Fund is permitted to invest in assets with demand, usage and throughput risk. Residual demand, usage and throughput risk can affect the performance of investments. For example, some of the investments could be subject to seasonal variations, and accordingly, the Fund’s operating results for any such investment in any particular quarter might not be indicative of the results that can be expected for such investment throughout the entire year. To the extent that ISQ’s assumptions regarding the demand, usage and throughput of assets prove incorrect, returns to the Fund could be adversely affected.

Users of the infrastructure operated by investments could react negatively to any adjustments to applicable tolls or other usage-related fee rates, or public pressure could cause relevant government authorities to challenge the tolls or other usage-related fee rates. Users of infrastructure might react adversely to tolls or other usage-related fee rates, for example, by avoiding using the infrastructure or refusing to pay the tolls or other usage-related fee, resulting in lower volumes and reduced usage revenues. In addition, adverse public opinion, or lobbying efforts by specific interest groups, could result in governmental pressure on investments to reduce their tolls or other usage-related fee rates, or to forego planned tolls or other usage-related fee rate increases. ISQ cannot guarantee that government bodies with which investments have concession agreements will not try to exempt certain users’ categories from tolls or other usage-related fees or negotiate lower tolls or other usage-related fee rates. If public pressure or government action forces investments to restrict their tolls or other usage-related fee rate increases or to reduce their tolls or other usage-related fee rates, and they are not able to secure adequate compensation to restore the economic balance of the relevant concession agreement, the Fund’s business, financial condition and results of operations could be materially and adversely affected.

The Fund could invest in investments that derive substantially all of their revenues from collecting tolls or other usage-related fees from users of such infrastructure. The tolls or other usage-related fees that are applicable to such infrastructure are set forth in the respective concession agreements entered into by or on behalf of the Fund or the relevant portfolio company and the relevant government body.

After execution of a concession agreement, the relevant government bodies could seek to limit such investments’ ability to increase, or could seek to reduce, tolls or other usage-related fee rates outside the scope of the respective concession agreements, as a result of factors such as general economic conditions, negative consumer perceptions of increases in tolls or other usage-related fee rates, the prevailing rate of inflation, volume and public sentiment about prevailing tolls or other usage-related fee rates.

Unforeseen Events and Uninsured Losses.The use of infrastructure assets could be interrupted or otherwise affected by a variety of events outside ISQ’s control, including serious traffic accidents, natural disasters (such as fire, hurricanes, floods, tornadoes, tsunamis, windstorms, volcanic eruptions, earthquakes and typhoons), man-made disasters (including terrorism, war and riots), defective design and construction, slope failure, bridge and tunnel collapse, road subsidence, fuel prices, environmental legislation or regulation, general economic conditions, labor disputes, eminent domain, force majeure, epidemics or pandemics, and other unforeseen circumstances and incidents (including as described under sections “— Diseases, Epidemics and Pandemics Risk” and “— Terrorism Risks”). Certain of these events have affected infrastructure assets in the past, and if the use of the infrastructure assets operated by portfolio companies is interrupted in whole or in part for any period as a result of any such events, the revenues of such portfolio companies could be reduced and the costs of maintenance or restoration as well as the overall public confidence in such infrastructure assets could be reduced. Insurance against such risks could be unavailable, available in amounts that are less than the full market value or replacement costs of the underlying assets or subject to a large excess, and certain risks that are currently insurable could cease to be insurable on an economically affordable basis or at all. There can be no assurance that such investments’ insurance would cover liabilities resulting from claims relating to the design, construction, maintenance or operation of infrastructure assets, lost revenues and other business interruption expenses or increased expenses resulting from costs to repair damage to the assets. In some cases project agreements could be terminated if the events described above were so catastrophic that they could not be remedied within a reasonable period or at all.

Development Risk.The successful development of new or expansion infrastructure projects entails a variety of risks (some of which could be unforeseeable at the time a project is commenced), and could require or result in the involvement of a broad and diverse group of stakeholders who will either directly influence or potentially be capable

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of influencing the nature and outcome of the project. Such factors could include: political or local opposition, available and timely receipt of zoning, receipt of regulatory approvals or permits, site or land procurement, environmentally related issues, construction risks and delays (such as late delivery of necessary equipment), labor disputes (such as work stoppages), counterparty non-performance, project feasibility assessment and dealings with and reliance on third-party consultants, tenant lease up and absorption risk, the cost and timely completion of construction (including, without limitation, risks beyond the control of the Adviser, such as weather or labor conditions or material shortages) and the availability of both construction and permanent financing on favorable terms. When making an investment, value can be ascribed to infrastructure projects (new or expansion) that do not achieve successful implementation, potentially resulting in a lower-than-expected internal rate of return over the life of the investment. In addition, there are significant capital expenditures associated with the development and operating costs of infrastructure assets generally.

To the extent that the Fund invests in companies providing services or products (such as, for example, exploratory drilling rigs and support services) to participants in the natural resources exploration, development, extraction and transportation industries (such as, for example, oil, natural gas or minerals), the failure of such industry participants to successfully locate, develop, extract or transport such resources could materially impact the demand for the services or products of such companies, adversely affecting their performance and the Fund’s investment therein.

Real Estate Risk.Some or all of the Fund’s investments will likely be subject to the risks inherent in owning the debt or equity of companies that are in the business of owning and operating assets or businesses which derive a substantial amount of their value from real estate and real estate-related interests. These types of underlying interests are typically illiquid. Deterioration of real estate fundamentals will likely negatively impact the performance of such investments. Such changes in fundamentals could involve fluctuations as a result of general and local economic conditions, overbuilding and increased competition, increases in property taxes and operating expenses, changes in environmental and zoning laws, casualty or condemnation losses, environmental liability, regulatory limitations on rents, changes in neighborhood values, changes in the appeal of properties to tenants, the availability of mortgage funds which could render the sale or refinancing of properties difficult or impracticable, natural disasters, increase in interest rates and other factors that are beyond the control of ISQ. In addition, the Fund is permitted to invest in certain countries that have or had Communist or Socialist governments, where lands that had been nationalized are now becoming available for private investment and development. These lands could be subject to adverse claims by persons that had, or purport to have had, an interest in such land prior to the time at which it had been nationalized, or other disputes as to land titles. Although ISQ will endeavor to mitigate such risks, there can be no assurance that infrastructure assets in which the Fund invests in such countries will not be subject to such claims or other disputes having an adverse impact on the performance of the Fund. Such disputes could result, among other things, in the loss of capital invested in the relevant infrastructure asset. Additionally, the Fund is permitted to invest in assets in jurisdictions where indigenous rights (e.g., with respect to tribes or other dispossessed people/communities) to land exist. While the Fund will generally conduct due diligence in such jurisdictions to determine the extent to which it could be affected by such rights, it might not be possible to mitigate against or remove a risk associated with indigenous claims. Additionally, any declaration of title in respect of government protected land on which infrastructure assets are located could negatively affect the operation of those businesses.

Land Title Risks.Certain businesses will require large areas of land to install and operate their equipment and associated infrastructure. The rights to use the necessary land can be obtained through freehold title, easements, leases and other rights of use. Different jurisdictions adopt different systems of land title and in some jurisdictions it might not be possible to ascertain definitively who has the legal right to enter into land tenure arrangements with portfolio companies. In addition, the grantor’s fee interests in the land which is the subject of such easements and leases are or could become subject to mortgages securing loans, other liens (such as tax liens) and other lease rights of third parties (such as leases of oil, gas, coal or other mineral rights). As a result, a portfolio company’s rights under such leases or easements are or could be subject and subordinate to the rights of third parties. It is also possible that a default by the grantor under any mortgage could result in a foreclosure on the grantor’s interest in the property and thereby terminate the portfolio company’s right to the leases and easements required to operate its business. Similarly, it is possible that a government authority, as the holder of a tax lien, could foreclose upon a parcel and take possession of the portion of the assets located on such parcel. The rights of a third party pursuant to a superior lease (such as leases of oil, gas, coal or other mineral rights) could also result in damage to or disturbance of the physical assets of a business or require relocation of investment assets. The locations of the portfolio companies could also be subject to government exercise of eminent domain power or similar events. The expiration of a landowner lease and the failure to obtain an extension

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will adversely affect the portfolio company on such property. If any portfolio companies were to suffer the loss of all or a portion of their underlying real estate interests or equipment as a result of a foreclosure by a mortgagee or other lienholder of a land parcel, or damage arising from the conduct of superior leaseholders, such portfolio company’s operations and revenues will likely be adversely affected.

Construction Risks.In connection with any new development project (i.e., a “greenfield” project), expansion of a facility or acquisition of a facility in late-stage development, a portfolio company could also face construction risks typical for infrastructure businesses, including, without limitation, (i) labor disputes, shortages of material and skilled labor or work stoppages, (ii) slower than projected construction progress and the unavailability or late delivery of necessary equipment, (iii) less than optimal coordination with public utilities in the relocation of their facilities, (iv) adverse weather conditions and unexpected construction conditions, (v) accidents or the breakdown or failure of construction equipment or processes, and (vi) catastrophic events such as explosions, fires and terrorist activities and other similar events beyond the Fund’s control. These risks could result in substantial unanticipated delays or expenses and, under certain circumstances, could prevent completion of construction activities once undertaken, any of which could have an adverse effect on the Fund and on the amount of funds available for distribution to the Shareholders. Construction costs could exceed estimates for various reasons, including inaccurate engineering and planning, labor and building material costs in excess of expectations and unanticipated problems with project startup. Such unexpected increases could result in increased debt service costs and funds being insufficient to complete construction, which in turn might result in the inability of project owners to meet the higher interest and principal repayments arising from the additional debt required. Delays in project completion can result in an increase in total project construction costs through higher capitalized interest charges and additional labor and material expenses and, consequently, an increase in debt service costs. Delays could also result in an adverse effect on the scheduled flow of project revenues necessary to cover the scheduled operations phase debt service costs, lost opportunities, increased operations and maintenance expenses and damage payments for late delivery. Portfolio companies with assets under development could experience operating deficits after the date of completion. In addition, market conditions could change during the course of development that make such development less attractive than at the time it was commenced. In addition, there are risks inherent in the construction work that could give rise to claims or demands against a portfolio company from time to time. Moreover, market conditions could change during the course of construction that make such development less attractive than at the time it was commenced.

Investments in the Energy Sector.The operations of energy companies are subject to many risks inherent in the transporting, processing, storing, distributing, mining or marketing of natural gas, natural gas liquids, crude oil, coal, refined petroleum products or other hydrocarbons, or in the exploring, managing or producing of such commodities, including, without limitation: damage to pipelines, storage tanks or related equipment and surrounding properties caused by hurricanes, tornadoes, floods, fires and other natural disasters or by acts of terrorism; inadvertent damage from construction and farm equipment; leaks of natural gas, natural gas liquids, crude oil, refined petroleum products or other hydrocarbons; and fires and explosions. These risks could result in substantial losses due to personal injury or loss of life, severe damage to and destruction of property and equipment and pollution or other environmental damage, and could result in the curtailment or suspension of their related operations, any and all of which could result in lower-than-expected returns to the Fund.

Investments in the Utility Industry.The Fund is permitted to make certain investments in and relating to the utility asset class. In many regions, including the United States, the electric utility industry is experiencing increasing competitive pressures, primarily in wholesale markets, as a result of consumer demands, technological advances, greater availability of natural gas and other factors. In response, a number of countries, including the United States, are considering or implementing methods to introduce, promote and retain competition. To the extent competitive pressures increase and the pricing and sale of electricity assume more characteristics of a commodity business, the economics of independent power generation projects into which the Fund could invest might come under increasing pressure. Deregulation is fueling the current trend toward consolidation among domestic utilities, but also the disaggregation of many vertically integrated utilities into separate generation, transmission and distribution businesses. As a result, additional significant competitors could become active in the independent power industry.

Regulatory and Legal Risks.Many, if not all, of the investments will be in entities that are subject to substantial regulation by governmental agencies. The nature of this regulation exposes the owners of infrastructure assets to a higher level of regulatory control than typically imposed on other businesses. In addition, their operations could often rely on governmental licenses, concessions, leases or contracts that are generally very complex and could result in disputes over interpretation or enforceability. Even though most permits and licenses are obtained prior to the

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commencement of full project operations, many of these licenses and permits have to be maintained over the project’s life. If the Fund or portfolio companies fail to comply with these regulations or contractual obligations, they could be subject to monetary penalties or they could lose their rights to operate the underlying infrastructure assets, or both. Where their ability to operate an infrastructure asset is subject to a concession or lease from the government, the concession or lease could restrict their ability to operate the asset in a way that maximizes cash flows and profitability. Government entities generally have significant influence over such companies in respect of the various contractual and regulatory relationships they could have, and these government entities could exercise their authority in a manner that causes delays in the operation of the business of the infrastructure investments, obstacles to pursuit of the infrastructure investments’ strategy or increased administrative expenses. In this regard, the nature and extent of government regulation can also be a key driver of value and returns. Furthermore, permits or special rulings could be required on taxation, financial and regulatory related issues.

The concessions of certain investments are granted by government bodies and are subject to special risks, including the risk that the relevant government bodies will exercise sovereign rights and take actions contrary to the rights of the Fund or the relevant portfolio company under the relevant concession agreement. Indeed, to the extent that the Fund invests in assets that are governed by lease or concession agreements with governmental authorities, there is a risk that these authorities might not be able to honor their obligations under the agreement, especially over the long term. The lease or concession could also contain clauses more favorable to the government counterparty than a typical commercial contract. For instance, the lease or concession could enable the government to terminate the lease or concession in certain circumstances (such as default by the Fund or by a portfolio company) without requiring the government counterparty to pay adequate compensation. In addition, there can be no assurance that the relevant government bodies will not legislate, impose regulations or taxes or change applicable laws or act contrary to the law in a way that would materially and adversely affect the business of the investments. Indeed, government counterparties could have the discretion to change or increase regulation of the operations of the investments or to implement laws, regulations or policies affecting their operations, separate from any contractual rights that the government counterparties could have. Governments have considerable discretion in implementing regulations and policies that could impact investments, and because infrastructure assets provide basic, everyday services, and face limited competition, governments could be influenced by political considerations and make decisions that adversely affect investments and their operations. Activities not currently regulated could in the future be regulated.

In addition, Infrastructure Investments could be subject to rate regulation by government agencies because of their unique position as the sole or predominant providers of services that are often essential to the community. As a result, certain Infrastructure Investments might be subject to unfavorable price regulation by government agencies. Political oversight of the sector is also likely to remain pervasive and unpredictable and, for political reasons, governments could attempt to take actions which could negatively affect the operations, revenue, profitability or contractual relationships of infrastructure investments, including through expropriation.

Certain Infrastructure Investments might need to use public ways or could operate under easements. Under the terms of agreements governing the use of public ways or easements, government authorities could retain the right to restrict the use of such public ways or easements or to require portfolio companies to remove, modify, replace or relocate their facilities at the portfolio company’s expense. If a government authority exercises these rights, the portfolio company could incur significant costs and its ability to provide service to its customers could be disrupted, which could adversely impact the performance of the relevant investment.

Infrastructure assets are often governed by highly complex legal contracts and documents. As a result, the risks of a dispute over interpretation or enforceability of the legal contracts and documentation and consequent costs and delays could be higher than for other types of investments. Such risks could be increased by the uncertainty of laws and their application in certain jurisdictions in which the Fund will invest. The Fund could be adversely affected by future changes in laws and regulations.

Other legal risks relate to environmental issues and industrial actions or to actions by special interest groups and actions or litigation relating to the acquisition, ownership, operation and disposition of the investments that could adversely affect the investment or the value thereof. The risk of such actions or litigation might be higher with regard to Infrastructure Investments (which could be of a public and/or quasi-monopoly nature) compared to other investments.

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Transport Risk.The success of transportation companies are subject to a number of factors such as exposure to contracted assets, risks in connection with re-contracting, and merchant exposure where a portion of revenues are not contracted and may otherwise be subject to fluctuation. Moreover, transportation companies are subject to a number of additional risks, including increased competition in the transport sector, increased costs, and changes to existing concessions agreements.

Toll Rates Risk.The Fund may invest in investments that derive substantially all of their revenues from collecting tolls from users of roads, tunnels, bridges, rail networks, airports, ferries or seaports. Users of the toll roads, tunnels, bridges, rail networks, airports, ferries or seaports operated by investments may react negatively to any adjustments to the applicable toll rates or public pressure may cause relevant government authorities to challenge the toll rates. Users may react adversely to toll rates, for example, by avoiding tolls or refusing to pay tolls, resulting in lower traffic volumes and reduced toll revenues. In addition, adverse public opinion or lobbying efforts by specific interest groups, could result in governmental pressure on investments to reduce their toll rates or to forego planned rate increases. The Adviser cannot guarantee that government bodies with which investments have concession agreements will not try to exempt certain vehicle types from tolls or negotiate lower toll rates. If public pressure or government action forces investments to restrict their toll rate increases or reduce their toll rates and they are not able to secure adequate compensation to restore the economic balance of the relevant concession agreement, the Fund’s business, financial condition and results of operations could be materially and adversely affected.

Renewable Power Risk.Renewable power companies are dependent upon factors such as available water flows, wind conditions, weather conditions and technological primacy generally that may significantly impact the performance of such companies and assets. Hydrology, wind and weather conditions generally have natural variations from season to season and from year to year and may also change permanently because of climate change or other factors. A natural disaster could impact water flows and water rights are generally owned or controlled by governments that reserve the right to control water levels or may impose water-use requirements as a condition of license renewal. Wind energy is highly dependent on weather conditions and, in particular, on wind conditions. Moreover, technology use generally by renewable power companies is accompanied by the attendant costs of maintaining such technology while in use and subject to increased risks of obsolescence associated with emerging and disruptive new technologies. Furthermore, these risks may be exacerbated where assets are not winterized or otherwise built with technologies that enable the asset to withstand extreme weather conditions.

Data Risk.There are a number of risks that are intrinsic to the data sector. For example, as there is a limited number of potential customers in this sector, the loss of one customer could materially decrease revenues and have an adverse impact on growth opportunities. In this regard, consolidation among technology customers may result in decreased need for multiple networks or data centers or a customer may decide to no longer outsource certain types of data infrastructure or otherwise change its business model, in each case, which would have a material and adverse effect on growth and revenues of companies in the data sector. Also, the emergence of new or improved technologies could result in the demand for existing tower space, data centers and/or fibers and thus reduce demand for new tower, data center and/or fiber leasing. In addition, increased competition in the data sector may result in fewer opportunities and higher prices for acquisitions as well as put pressure on leasing rates for new and renewing customer tower, data center and/or fiber leases. There can be no assurances that leases with current customers will not be terminated or that they will be renewed or re-let on a timely basis or at favorable net effective leasing rates.

The data sector is generally subject to United States federal, state, local and non-U.S. regulation. Local zoning authorities and community organizations are often opposed to construction in their communities and these regulations can delay, prevent or increase the cost of new tower, data center and/or system distribution construction and modifications. Existing regulatory policies may materially and adversely affect the associated timing or cost of such projects and additional regulations may be adopted which increase delays or result in additional costs, or that prevent proposed projects in certain locations. See “— Regulatory and Legal Risks” above.

Furthermore, if radio frequency emissions from wireless handsets or equipment on towers are demonstrated to cause negative health effects, potential future claims could adversely affect operations, costs and revenues.

Loss of Customers.Companies or assets within certain infrastructure sectors often derive a significant portion of their revenue from a small number of customers, and the loss, consolidation or bankruptcy or insolvency of any of such customers may materially decrease revenues and have an adverse impact on growth opportunities of such companies or assets and within such sectors.

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Risks Related to the Fund’s Credit Investments

Debt Securities.The debt securities and other interests in which the Fund will invest could include secured or unsecured debt securities at various levels of an issuer’s capital structure, which could be subordinated to substantial amounts of senior indebtedness, and other parts of an issuer’s capital structure will remain that are senior to the investments made by the Fund (e.g., senior secured debt), all or a significant portion of which could be secured. Senior creditors will have significant influence, which could exceed the influence of the Fund or the portfolio company in certain scenarios. In addition, the debt securities in which the Fund will invest could not be protected by financial covenants or limitations upon additional indebtedness, could have limited liquidity, and could not be rated by a credit rating agency. Debt securities are also subject to other creditor risks, including (i) the possible invalidation of an investment transaction as a “fraudulent conveyance” under relevant creditors’ rights laws, (ii) so-called lender liability claims by the issuer of the obligations, and (iii) environmental liabilities that could arise with respect to collateral securing the obligations. The Fund’s investments could be subject to early redemption features, refinancing options, pre-payment options, or similar provisions which, in each case, could result in the issuer repaying the principal on an obligation held by the Fund earlier than expected, resulting in a lower return to the Fund than anticipated or underwritten. In addition, depending on fluctuations of the equity markets and other factors, warrants and other convertible instruments could become worthless. Accordingly, there can be no assurance that the Fund’s rate of return objectives will be realized.

Credit Risk.One of the fundamental risks associated with investments in debt investments is credit risk, which is the risk that an issuer will be unable to make principal and interest payments on its outstanding debt obligations when due. While the Fund will generally target investments in companies it believes are able to repay their indebtedness, these companies could still present a high degree of business and credit risk. Companies in which the Fund invests could deteriorate as a result of, among other factors, an adverse development in their businesses, a change in the competitive environment or the continuation or worsening of any economic and financial market downturns and dislocations. As a result, companies that the Fund expected to be stable or improve could operate, or expect to operate, at a loss or have significant variations in operating results, could require substantial additional capital to support their operations or maintain their competitive position, or could otherwise have a weak financial condition or experience financial distress.

Lack of Liquidity for Credit Investments.Credit investments can be illiquid and long-term. Illiquidity can result from the absence of an established or liquid market for debt securities as well as legal and contractual restrictions on their resale by the Fund. In addition, the Fund is permitted to invest in stressed or distressed debt securities, which are often less liquid than performing debt securities. The Fund’s investment in illiquid debt securities could restrict its ability to dispose of debt securities in a timely fashion and for a fair price, which could materially adversely affect the investment results of the Fund. As a result of the Fund’s exposure to losses, including a potential loss of principal, and the illiquidity of its investments generally, investors could potentially lose all or a portion of their investment in the Fund. There can be no assurance that that the market will not experience periods of significant illiquidity in the future.

Regulations on Origination Activities.The Fund could engage in the origination of debt or debt-linked securities, including hybrid debt, shareholder loans with associated debt-linked warrants, and preferred equity, subject to the limitations set forth in the 1940 Act. If the Fund engages in such activities, it will be subject to applicable laws in each jurisdiction in which such activities take place. Such laws are frequently highly complex and can include licensing requirements. The licensing processes can be lengthy and can be expected to subject a debt originator to increased regulatory oversight. In some instances, the process for obtaining a required license or exception certificate can require disclosure to regulators or to the public of information about the Fund, its direct or indirect investors, its loans, its business activities, its management or controlling persons or other matters. Such disclosures could provide competitors with information that allows them to benefit at the expense of the Fund, which could have a material adverse effect on the Fund. Failure, even if unintentional, to comply fully with applicable laws could result in sanctions, fines or limitations on the ability of the Fund, the Adviser or their affiliates of the foregoing to do business in the relevant jurisdiction or to procure required licenses in other jurisdictions, all of which could have a material adverse effect on the Fund.

The market for originating debt and debt-linked securities is highly competitive, and the Fund might be unable to compete effectively with other market participants for origination opportunities. The Fund could compete for opportunities with public and private investment funds, commercial and investment banks and commercial finance companies. In general, the corporate, non-mortgage debt origination markets present relatively low barriers to entry, and significant competition is likely.

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Many current and potential competitors in the debt origination and debt-linked securities business are much larger than the Fund’s expected size and, accordingly, have far greater financial, technical, marketing and other resources. The Fund will be subject to various elements of competition, including interest rates and financing costs; origination standards; convenience; customer service; the size, term and seniority of financing arrangements; and marketing and distribution channels. Price pressure from competitors (including market participants that are not directly originating debt) could cause the Fund to lower the interest rates that it charges issuers, which consequently could lower the value of the Fund’s loans. Further, if competitors adopt less stringent debt origination standards in order to maintain their debt origination volume, the Fund could elect to do so as well. If the Fund adopts less stringent debt origination standards, the Fund will bear increased risk for debt originated under such less stringent standards, which could not be compensated by an increase in price. Alternatively, the Fund could determine not to adopt less stringent origination standards in this competitive environment, which could result in a loss of market share. Increased pressure on pricing and origination opportunities would likely reduce the volume and quality of the Fund’s origination activity and materially adversely affect the Fund. In particular, from time to time there could be influxes of capital directed to smaller issuers, which could result in a tendency by the highest quality issuers to borrow from sources other than the Fund such that the Fund’s origination opportunities and its eventual portfolio include a disproportionate number of lower quality issuers, exacerbating some of the risks outlined here.

Some competitors could have higher risk tolerances or different risk assessments than the Fund, thereby allowing such competitors to achieve a broad diversification of investments and to establish more relationships than the Fund. Some competitors could have a lower cost of funds and access to more stable funding sources that are not available to the Fund. These competitive pressures could have a material adverse effect on the Fund.

When it originates debt or debt-linked securities, the Fund expects to rely significantly upon representations made by the issuer. There can be no assurance that such representations are accurate or complete, or that any due diligence undertaken would identify any misrepresentation or omission. Any misrepresentation or omission by an issuer to which the Fund originates debt could adversely affect the valuation of the collateral underlying the debt, or could adversely affect the ability of the Fund to perfect or foreclose on a lien on the collateral securing the debt, or could result in liability of the Fund to a subsequent purchaser of the debt.

Additionally, under certain circumstances, payments to the Fund can be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance or a preferential payment.

Finally, the Fund could directly or indirectly make loans to borrowers where such loans or other assets or properties of the borrowers could be serviced by portfolio companies owned in whole or in part by Other ISQ Funds. Such loans could limit the Fund’s ability to participate or otherwise be represented on any applicable creditors’ committee and, as a result, the Fund could not realize the benefits, if any, of participation on such committee.

Secured Loans.The Fund intends to invest in senior secured loans, which would typically have limited mandatory amortization and interim repayment requirements. A low level of amortization of any directly originated senior secured loans over the life of such senior secured loans could increase the risk that an issuer will not be able to repay or refinance the senior secured loans held by the Fund when it comes due at its final stated maturity.

While the Fund can invest in secured loans that are over-collateralized at the time of the investment, it could nonetheless be exposed to losses resulting from default and foreclosure. Therefore, the value of the underlying collateral, the creditworthiness of the borrower and the priority of the lien are each of importance. The Fund cannot guarantee the adequacy of the protection of the Fund’s interests, including the validity or enforceability of the loan and the maintenance of the anticipated priority and perfection of the applicable security interests. Furthermore, the Fund cannot assure that claims will not be asserted that might interfere with enforcement of the Fund’s rights. In addition, in the event of any default under a secured loan held by the Fund, the Fund will bear a risk of loss of principal to the extent of any deficiency between the value of the collateral and the principal and accrued interest of the secured loan, which could have a material adverse effect on the Fund’s cash flow from operations.

Federal or state law can grant liens on the collateral (if any) securing a loan that has priority over the Fund’s interest. An example of a lien arising under federal or state law is a tax or other government lien on property of an obligor. A tax lien will generally have priority over the Fund’s lien on such collateral. To the extent a lien having priority over the Fund’s lien exists with respect to the collateral related to any loan, the Fund’s interest in the asset will be subordinate

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to such lien. If the creditor holding such lien exercises its remedies, in certain circumstances, after such creditor is repaid, sufficient cash proceeds from the underlying collateral will not be available to pay the outstanding principal amount of such loan obligation.

In the event of a foreclosure, the Fund (and other lenders to such borrower) are permitted, in certain circumstances, to assume direct ownership of underlying assets of the borrower. The liquidation proceeds upon sale of such assets might not satisfy the entire outstanding balance of principal and interest on the loan, resulting in a loss to the Fund. Any costs or delays involved in effecting a foreclosure or liquidating underlying assets could further reduce the proceeds and thus increase the loss. In addition, the value of the assets of an obligor in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. There can be no assurance that the proceeds, if any, from sales of such assets would be sufficient to satisfy all of the secured debt obligations.

Subordinated, Unsecured Securities and Loans; Collateral Impairment.The Fund’s investments can include securities that are deeply subordinated in what will typically be a complex capital structure. Accordingly, such securities will be subject to a greater risk of loss than securities that are more senior. The Fund’s investments could also include securities that are unsecured obligations of their issuers, often in situations in which such issuer has substantial secured obligations outstanding or such securities are at various levels of such issuer’s capital structure. The Fund is permitted to invest in a range of mezzanine and junior tranches of debt securities in an issuer’s capital structure. The presence of security interests in the assets of an issuer reduces the assets available to satisfy such issuer’s unsecured obligations in the event of an insolvency. As a result, unsecured obligations will be subject to a greater risk of loss than securities that benefit from a security interest in the assets of an issuer and investments in subordinated debt securities involve greater credit risk of default than the more senior classes of such issuance or series. In the event of a default by a borrower, the Fund might not receive payments to which it is entitled and thereby could experience a decline in the value of its investments in the borrower. To the extent the Fund invests in unsecured or relatively junior debt securities in an issuer’s capital structure, such investments will likely be subordinated to substantial amounts of senior indebtedness and, in the event of such default, the Fund will have only an unsecured claim against the borrower. Subordinated or junior tranches in an issuer’s capital structure absorb losses from default before other more senior tranches to which such junior tranches are subordinate. As a result, to the extent the Fund invests in such debt, the Fund would potentially receive payments or interest distributions after, and must bear the effects of losses or defaults on the underlying loans before, the holders of other more senior tranches of debt. In the case of second lien loans that are secured by collateral, the value of the collateral could be equal to or less than the value of such second lien loans or could decline below the outstanding amount of such second lien loans subsequent to the Fund’s investment. The ability of the Fund to have access to the collateral can be limited by bankruptcy and other insolvency laws. Under certain circumstances, the collateral could be released with the consent of the lenders or pursuant to the terms of the underlying loan agreement with the borrower. There is no assurance that the liquidation of the collateral securing a loan would satisfy the borrower’s obligation in the event of nonpayment of scheduled interest or principal, or that the collateral could be readily liquidated. As a result, the Fund might not receive full payment on a secured loan investment to which it is entitled and thereby could experience a decline in the value of, or a loss on, the investment.

Second-Lien Loans.    The Fund is permitted to invest in second-lien loans, which entail risks including (i) the subordination of the Fund’s claims to a senior lien in terms of the coverage and recovery of the collateral and (ii) the prohibition of or limitation on the right to foreclose on a second-lien or exercise other rights as a second-lien holder. In certain cases, therefore, no recovery will be available from a defaulted second-lien loan. The level of risk associated with investments in second-lien loans increase to the extent such investments are loans of distressed or below investment grade companies.

Mezzanine Investments.Mezzanine investments involve a high degree of risk with no certainty of any return of capital. Although mezzanine securities are typically senior to common stock and other equity securities in the capital structure, they can be either contractually or structurally subordinated to large amounts of senior debt and are usually unsecured. Mezzanine investments can also be structurally subordinated, for example in the case of an investment at the holding company level. Investments in highly leveraged issuers are intrinsically more sensitive to declines in issuer revenues and to increases in issuer expenses. Issuers could face intense competition, changing business and economic conditions or other developments that could adversely affect their performance. Moreover, rising interest rates could increase an issuer’s interest expense. There can be no assurance that an issuer will generate sufficient cash to service its obligations. Moreover, a debt security or obligation bearing PIK interest will generally have a higher risk of non-payment of interest since there might be no cash payments of interest from the issuer prior to maturity or

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refinancing. In addition, many of the remedies available to mezzanine holders are available only after satisfaction of claims of senior creditors. Therefore, in the event that an issuer does not generate adequate cash flow to service its debt obligations, the Fund could suffer a partial or total loss of invested capital.

Convertible Debt.The Fund is permitted to invest in convertible debt securities to the extent that the Adviser believes such investments offer potential for capital appreciation. There is no minimum credit standard that is a prerequisite to the Fund’s investment in any security, and most debt securities and preferred equity that offer potential for capital appreciation are likely to be non-investment grade.

Non-Investment Grade Securities.    The Fund’s investments could include non-investment grade securities or interests in non-investment grade securities, which are subject to liquidity, market value, credit, interest rate, reinvestment and certain other risks. It is anticipated that such investments generally will be subject to greater risks than investment grade corporate obligations. These risks could be exacerbated to the extent that the portfolio is concentrated in one or more types of securities.

Prices of non-investment grade securities could be volatile, and will generally fluctuate due to a variety of factors that are inherently difficult to predict, including but not limited to changes in interest rates, prevailing credit spreads, general economic conditions, financial market conditions, domestic and international economic or political events, developments or trends in any particular industry, and the financial condition of the obligors of loans. The current uncertainty affecting the United States economy and the economies of other countries in which issuers are domiciled or operate and the possibility of increased volatility in financial markets could adversely affect the value and performance of such securities.

Non-investment grade investments have historically experienced greater default rates than has been the case for investment grade securities. There can be no assurance as to the levels of defaults or recoveries that might be experienced on the investments, and an increase in default levels could adversely affect payments on the investments.

A non-investment grade loan or other debt obligation or an interest in a non-investment grade loan or other debt obligation is generally considered speculative in nature and could become a defaulted obligation for a variety of reasons. Upon any investment becoming a defaulted obligation, such defaulted obligation could become subject to either substantial workout negotiations or restructuring, which could entail, among other things, a substantial reduction in the interest rate, a substantial write down of principal, and a substantial change in the terms, conditions and covenants with respect to such defaulted obligation. In addition, such negotiations or restructuring could be quite extensive and protracted over time, and therefore could result in substantial uncertainty with respect to the ultimate recovery on such defaulted obligation. The liquidity for defaulted obligations will likely be limited, and to the extent that defaulted obligations are sold, it is highly unlikely that the proceeds from such sale will be equal to the amount of unpaid principal and interest thereon.

Structured Products.The Fund is permitted to invest in other structured products. The Fund’s investments in structured products will be subject to a number of risks, including risks related to the fact that the structured products will be leveraged. Utilization of leverage is a speculative investment technique and will generally magnify the opportunities for gain and risk of loss borne by an investor in the subordinated debt securities issued by a structured product. Many structured products contain covenants designed to protect the providers of debt financing to such structured products. A failure to satisfy those covenants could result in the untimely liquidation of the structured product and a complete loss of the Fund’s investment therein. In addition, if the particular structured product is invested in a security in which the Fund is also invested, this would tend to increase the Fund’s overall exposure to the credit of the issuer of such securities, at least on an absolute, if not on a relative basis. The value of an investment in a structured product will depend on the investment performance of the assets in which the structured product invests and will, therefore, be subject to all of the risks associated with an investment in those assets. These risks include the possibility of a default by, or bankruptcy of, the issuers of such assets or a claim that the pledging of collateral to secure any such asset constituted a fraudulent conveyance or preferential transfer that can be subordinated to the rights of other creditors of the issuer of such asset or nullified under applicable law.

Bank Loans and Participations.The Fund’s investment program can include investments in bank loans, participations in loans by way of syndication or otherwise and credit-linked notes (“CLNs”). These obligations are subject to unique risks, including (i) the possible invalidation of an investment transaction as a fraudulent conveyance under relevant creditors’ rights and bankruptcy laws, (ii) so called lender liability claims by the issuer of the obligations,

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(iii) environmental liabilities that could arise with respect to collateral securing the obligations and (iv) limitations on the ability of the Fund to directly enforce its rights with respect to participations and CLNs. In analyzing each bank loan or participation or CLN, the Adviser compares the relative significance of the risks against the expected benefits of the investment. Successful claims by third parties arising from these and other risks, absent certain conduct by the Adviser, its affiliates and certain other individuals, will be borne by the Fund. In addition, the settlement process for the purchase of bank loans can take significantly longer than the timeframes established by the Loan Syndications & Trading Association and comparable non-U.S. bodies. The longer a trade is outstanding between the counterparties, the greater the risk of additional operational and settlement issues and the potential for the Fund’s counterparty to fail to perform.

If the Fund purchases a participation or CLN, it will not have established any direct contractual relationship with nor acquired any voting rights related to any corporate actions by the borrower. The Fund will be required to rely on the lender or the participant that sold the participation not only for the enforcement of the Fund’s rights against the borrower but also for the receipt and processing of payments due to the Fund under the participation or CLN. The Fund will thus be subject to the credit risk of both the borrower and the selling lender or participant. Because it could be necessary to assert through the selling lender or participant such rights as may exist against the borrower, in the event the borrower fails to pay principal and interest when due, such assertion of rights against the borrower could be subject to delays, expenses and risks that are greater than those that would be involved if the Fund could enforce its rights against the borrower directly.

Distressed Investments.The Fund may invest in distressed investments from time to time (e.g., investments in defaulted, out-of-favor or distressed bank loans and debt securities or other nonperforming, underperforming or other troubled assets). Certain of the Fund’s investments could, therefore, include securities of issuers that are highly leveraged, with significant burdens on cash flow and that involve a high degree of financial risk, including loss of a portion of or the entire investment. During an economic downturn or recession, securities of financially or operationally troubled issuers are more likely to go into default than securities of other issuers. Securities of financially troubled issuers and operationally troubled issuers are less liquid and more volatile than securities of companies not experiencing financial difficulties. The market prices of such securities are subject to erratic and abrupt market movements and the spread between bid and asked prices could be greater than normally expected. Investment in the securities of financially troubled issuers and operationally troubled issuers involves a high degree of credit and market risk.

Distressed investments require active monitoring and may, at times, require participation in business strategy or reorganization proceedings by the Adviser. To the extent that the Adviser becomes involved in such proceedings, the Fund may have a more active participation in the affairs of the issuer than that assumed generally by an investor. In addition, involvement by the Adviser in an issuer’s reorganization proceedings (or by having representatives on a creditor’s committee or on its board of directors) could result in the imposition of restrictions limiting the Fund’s ability to liquidate its position in the issuer.

The level of analytical sophistication, both financial and legal, necessary for successful investment in companies experiencing significant business and financial difficulties is unusually high. There is no assurance that the Adviser will correctly evaluate the value of a portfolio company’s assets or the prospects for a successful reorganization or similar action. In any reorganization or liquidation proceeding relating to a portfolio company in which the Fund invests, the Fund may lose its entire investment, may be required to accept cash or securities with a value less than the Fund’s original investment, and/or may be required to accept payment over an extended period of time.

Bankruptcy.In the event of a default or bankruptcy, certain investments could require the Fund to conduct substantial workout negotiations or restructuring. There are a number of significant risks when investing in companies that become involved in bankruptcy proceedings, including the following issues: (i) many events in a bankruptcy are the product of contested matters and adversary proceedings that are beyond the control of the creditors; (ii) a bankruptcy filing might have adverse and permanent effects on a property or a company (for instance, the company could lose its market position and key employees and otherwise become incapable of restoring itself as a viable entity, and, if the proceeding is converted to a liquidation, the liquidation value of the company might not equal the liquidation value that was believed to exist at the time of the investment); (iii) the duration of a bankruptcy proceeding is difficult to predict and a creditor’s return on investment can be impacted adversely by delays while the plan of reorganization is being negotiated, approved by the creditors and confirmed by the bankruptcy court, and until it ultimately becomes effective; (iv) certain claims, such as claims for taxes, wages, employee and worker pensions and certain trade claims, could have priority by law over the claims of certain creditors; (v) the administrative costs in connection with a bankruptcy

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proceeding are frequently high and will be paid out of the debtor’s estate prior to any return to creditors; (vi) creditors can lose their ranking and priority in a variety of circumstances, including if they exercise “domination and control” over a debtor and other creditors can demonstrate that they have been harmed by such actions; and (vii) the Fund is permitted to seek representation on creditors’ committees and as a member of a creditors’ committee will generally owe certain obligations generally to all creditors similarly situated that the committee represents and it will generally be subject to various trading or confidentiality restrictions. Furthermore, bankruptcy laws could delay the ability of the Fund to realize on collateral for loan positions held by it or could adversely affect the priority of such loans through doctrines such as equitable subordination or could result in a restructuring of the debt through principles such as the “cramdown” provisions of the bankruptcy laws. In addition, the bankruptcy laws and regimes of certain jurisdictions outside the United States could be untested, subject to manipulation or change and not provide a proven venue to resolve a company’s bankruptcy estate.

Certain of the Fund’s investments could require additional capital in connection with a bankruptcy or a workout. There can be no assurance that the Adviser will be able to predict accurately how much capital would need to be reserved by the Fund for participation in the event of a bankruptcy or a workout. If more capital is reserved than is necessary, then the Fund will likely receive a lower allocation of other investment opportunities or will not fully draw its capital commitments. If less capital is reserved than is necessary, then the Fund could not be able to fully protect or enhance its existing investment in the company undergoing a bankruptcy or workout.

Lender Protection; Inaccuracy.The Fund will seek investments that include structural, covenant and other contractual protections determined appropriate under the circumstances. There can be no assurance that such protections will achieve their desired effect and potential investors should regard an investment in the Fund as being speculative and having a high degree of risk. The lending market is competitive and the ability of the Fund to own investments including strong protections will generally be affected by competition and terms that other lenders are willing to accept from borrowers. One concern of the Fund is the possibility of material misrepresentation or omission on the part of a borrower or other credit support providers. Such inaccuracy or incompleteness or breach of covenants could adversely affect the value of the borrower, any collateral securing an investment or the ability of the Fund to perfect or enforce a lien on the collateral securing an investment or otherwise impair the value of an investment. The Fund will rely upon the accuracy and completeness of representations made by borrowers and cannot guarantee the accuracy or completeness of such representations. In addition, the Fund intends to rely on administrative agents and their representative to take actions that result in properly perfected liens, and there can be no guarantee that the intended results will be achieved.

Lender Liability Considerations and Equitable Subordination.In recent years, a number of judicial decisions in the U.S. have upheld the right of borrowers to sue lending institutions on the basis of various evolving legal theories (collectively, “lender liability”). Generally, lender liability is founded upon the premise that an institutional lender has violated a duty (whether implied or contractual) of good faith and fair dealing owed to the borrower or has assumed a degree of control over the borrower resulting in a creation of a fiduciary duty owed to the borrower or its other creditors or shareholders. Because of the nature of certain of the investments, the Fund could be subject to allegations of lender liability, which could potentially reduce the cash flows or market value of such security.

In addition, under common law principles that in some cases form the basis for lender liability claims, if a lending institution (i) intentionally takes an action that results in the undercapitalization of a borrower to the detriment of other creditors of such borrower, (ii) engages in other inequitable conduct to the detriment of such other creditors, (iii) engages in fraud with respect to, or makes misrepresentations to, such other creditors, or (iv) uses its or its affiliates’ influence as a shareholder to dominate or control a borrower to the detriment of other creditors of such borrower, a court could elect to subordinate the claim of the offending lending institution to the claims of the disadvantaged creditor or creditors, a remedy called “equitable subordination.” Because of the nature of certain of the investments, the Fund could be subject to claims from creditors of an obligor that investments issued by such obligor that constitute underlying securities held by such holder should be equitably subordinated, which could potentially reduce the cash flows or market value of the security. A significant number of the underlying securities will involve investments in which the holder of the interest affecting the Fund would not be the lead creditor. It is, accordingly, possible that lender liability or equitable subordination claims affecting the investments could arise without the direct involvement of the Fund.

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Prepayment.The Fund is permitted to purchase loans for which the underlying issuers are not subject to any repayment penalties, even if an issuer determines to prepay the obligation early during the term of the debt investment. If the debt investments that the Fund is invested in are prepaid without any prepayment penalties, the Fund’s ability to achieve its investment objective could be affected.

Balloon Loans and Bullet Loans; Limited Amortization.The Fund’s investments can include balloon loans, bullet loans or loans that have limited mandatory amortization requirements. Such loans involve a greater degree of risk than other types of transactions because they are structured to allow for either small or no principal payments over the term of the loan, requiring the obligor to make a large final payment upon the maturity of the loan. The ability of such obligor to make this final payment upon the maturity of the loan typically depends upon its ability either to refinance the loan prior to maturity or to generate sufficient cash flow to repay the loan at maturity. The ability of any obligor to accomplish any of these goals will be affected by many factors, including the availability of financing at acceptable rates to such obligor, the financial condition of such obligor, the marketability of the collateral (if any) securing such loan, the operating history of the related business, tax laws and the prevailing general economic conditions. Consequently, such obligor might not have the ability to repay the loan at maturity, and the Fund could lose all or a portion of the principal of the loan. Given their relative size and limited resources and access to capital, some obligors might have difficulty in repaying or refinancing such loans on a timely basis or at all.

Delayed-Draw Investments.    The Fund is permitted, from time to time, to incur contingent liabilities in connection with an investment. For example, the Fund can participate in one or more investments that are structured as “delayed-draws.” If the borrower subsequently draws down on the delayed-draw facility, the Fund would be obligated to fund the amounts due. However, there can be no assurance that a borrower will ultimately draw down on any such obligation, in which case the Fund could never fund the investment (in full or in part), which could result in the Fund not fully deploying its committed capital. In addition, there can be no assurance that the Fund will adequately reserve for its contingent liabilities and that such liabilities will not have an adverse effect on the Fund.

No Voting Controls.The Fund’s debt investments will not give the Fund voting control over the equity of obligors. Accordingly, equity holders could make decisions which do not serve the interests of the Fund as a debt investor.

Risks Related to the Fund’s Investments in General

Illiquid and Long-Term investments.    Although investments are expected to generate some amount of current income, investments will be held for an indefinite period of time and the return of capital and the realization of gains, if any, from an investment generally will most likely occur only upon the partial or complete disposition of such investment. While an investment may be sold at any time, it is generally expected that the sale of a substantial portion of the investments will not occur for a number of years after such investments are made. Since the investments targeted by the Fund are generally not liquid, it is unlikely that there will be a public market for certain of the securities or debt instruments held by the Fund and such securities or debt instruments may require a substantial length of time to liquidate. The Fund generally will not be able to sell these securities or debt instruments publicly unless their sale is registered under applicable securities laws or unless an exemption from such registration requirements is available. In addition, in some cases, the Fund may be prohibited or limited by contract from selling certain securities or debt instruments for a period of time and as a result, may not be permitted to sell an investment at the time it might otherwise desire to do so.

Public Company Securities.The Fund may hold securities traded on public markets. Investments in such securities may involve different risks than those associated with investments in securities that are not traded on public markets. Among those risks are (a) increased disclosure requirements, (b) greater volatility, (c) increased likelihood of shareholder litigation, (d) restrictions on timing of disposition and (e) increased compliance costs.

In the event that the Fund invests in distressed public securities, among the problems involved in such investments is the fact that it frequently may be difficult to obtain information as to the conditions of such troubled issuers. The market prices of such securities are also subject to abrupt and erratic market movements and above average price volatility, and the spread between the bid and asked prices of such securities may be greater than normally expected. It may take a number of years for the market price of such securities to reflect their intrinsic value.

Private Securities.Many of the Fund’s investments will involve private securities, which are generally more difficult to sell than publicly traded securities, as there is often no liquid market, which may result in selling interests at a discount. In addition, private securities generally are more difficult to value than publicly traded securities as such

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valuations are inherently uncertain. The determinations of value in accordance with procedures established by the Adviser may differ materially from the values that would have been used if an active market and market quotations existed for such investments. In connection with the disposition of an investment in private securities, the Fund may agree to purchase adjustments and may be required to make representations about the business and financial affairs of the portfolio company typical of those made in connection with the sale of a business. The Fund may be obligated to fund such purchase price adjustments and also may be required to indemnify the purchasers of such portfolio investment to the extent that any such representations turn out to be inaccurate. These arrangements may result in the incurrence of contingent liabilities that may ultimately yield funding obligations that must be satisfied by the Fund prior to distributions being made to the Shareholders.

Equity Securities.The Fund intends to invest in common and preferred stock and other equity and equity-linked securities, including both public and private equity securities. Equity securities generally involve a high degree of risk and will be subordinate to the debt securities and other indebtedness of the issuers of such equity securities. Prices of equity securities generally fluctuate more than prices of debt securities and are more likely to be affected by poor economic or market conditions. In some cases, the issuers of such equity securities may