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CLOSED-END | NYSE Symbol: GER*Anticipated September 2014 IPO

*The Goldman Sachs MLP and Energy Renaissance Fund’s common shares of beneficial interest are expected to be approved for listing on the New York Stock Exchange (NYSE) under the symbol GER, subject to notice of issuance.The information in the Fund’s preliminary prospectus and in this document is not complete and may be amended or changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission, but has not yet become effective. Securities of the Fund may not be sold until the registration statement is effective. This material is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. The preliminary prospectus, which contains this and other information about the Fund, should be read carefully before investing. An investment in the Fund is not appropriate for all investors and is not intended to be a complete investment program. The Fund is designed as a long-term investment and not as a trading vehicle. Investors should consider the Fund’s investment objective, risks, charges and expenses carefully before investing. For a summary of the risks associated with an investment in the Fund, please see the back pages of this brochure and the “Principal Risks of the Fund” section of the preliminary prospectus. The preliminary prospectus, and final prospectus, once available, should be read carefully before investing. Additional copies of the brochure and preliminary prospectus and the final prospectus, when available, may be obtained by contacting your financial advisor or Goldman, Sachs & Co. by calling 1-800-526-7384.Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, UBS Securities LLC, Wells Fargo Securities LLC and Citigroup Global Markets Inc. are acting as the lead underwriters in connection with the proposed offering and are not affiliated with the Fund’s investment adviser.NOT FDIC INSURED. MAY LOSE VALUE. NO BANK GUARANTEE.

Goldman Sachs MLP and Energy Renaissance Fund

Investing in US Energy Independence

C | GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND

A new closed-end fund designed to offer investors the potential for:n Exposure to US Energy Expansion

n Attractive Source of Distributions and Growth

n Hedge Against Rising Rates and Inflation

Investing in US Energy Independence | 1

1. Source: US Energy Information Administration (EIA), 2014. There is no guarantee that current US energy production is sustainable nor that current production growth will continue. Past performance does not guarantee future results.

Diversification does not protect an investor from market risk and does not ensure a profit. This information discusses general market activity, industry or sector trends, or other broad-based economic, market or political conditions and should not be construed as research or investment advice. Goldman Sachs does not provide accounting, tax or legal advice. Please see additional disclosures at the end of this brochure.

1. US ENERGY GROWTH

America has a long history with innovative technologies. From the industrial revolution to the internet revolution, railroads to airplanes, the telephone to the smartphone, technological leaps have transformed the economy and many people’s daily lives. Now, we believe innovation in energy extraction may prove to be the next breakthrough technology.

Advances in horizontal drilling and hydraulic fracturing (“fracking”) of shale rock have significantly increased hydrocarbon production in the United States, and we believe the implications could be enormous. In fact, the US Energy Information Administration (EIA) predicts that if the increased US energy production continues at its current rate, it may surpass Saudi Arabia as the world’s largest oil producer in the upcoming years.1

Exposure to the US Energy Renaissance

We believe that improving technology is increasing the production of energy, which may bring forth a

renaissance for the US economy. The Goldman Sachs MLP and Energy Renaissance Fund seeks to provide

investors with exposure to this investment opportunity through investments in master limited partnerships

(“MLPs”) and other energy investments.

Over the Last 5 Years, US Energy Production Has Risen Dramatically

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16

6

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8

9

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13

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15

16

US N

atural Gas Production (MM

boe/d)

Liqu

id P

rodu

ctio

n (M

Mbp

d)

Liquids Natural Gas

2005 2010 2015 20252020

+20%

+41%

Forecasted Growth

Source: US Energy Information Administration (EIA), 2014. Please note that all numbers after 2013 are projections, and there is no assurance that this highlighted trend illustrated above will occur in the future. Liquids represents US Crude and Natural Gas Liquids (NGL). Natural Gas represents Natural Gas.

2 | GOLDMAN SACHS MLP AND ENERGY RENAISSANCE FUND

US Energy ExpansionEnhancements in oil and gas recovery have revolutionized the US energy industryNorth American energy independence may be closer than many people realize. The United States is already exporting refined oil products and has greatly reduced oil imports.1 We believe the renaissance in US energy production is benefitting many energy-related companies, particularly those related to the build-out of critical infrastructure or those able to take advantage of current low prices coming from the rapidly increased supply of natural gas.

We believe cheaper and more accessible energy could lead to a resurgence of US-based manufacturing and even further-reaching economic and geopolitical implications. We believe that the road to energy independence may likely be horizontally drilled, fracked and laid with miles of pipeline.

BAKKEN

BARNETT

PERMIAN

EAGLEFORD

MARCELLUS/UTICA

CANADA

MEXICO

Bakken ShaleAs of 2013, North Dakota is second to Texas in terms of oil production and boasts the lowest unemployment rate in the country at 3%.2

Barnett ShaleIn less than a decade, the Barnett Shale has become the largest natural gas play in the state of Texas.3 Permian Basin

For the calendar year 2013 (the most recent total production year available), the Permian Basin’s crude oil production accounts for 57% of Texas’ statewide total crude oil production or approximately 490mn barrels.4

1. Source: US Energy Information Administration (EIA), December 31, 2013. 2. Source: www.Bakkenshale.com, June 30, 2014. 3. Source: www.Geology.com, June 30, 2014. 4. Source: US Energy Information Administration (EIA), June 30, 2014. 5. Source: www.exploreshale.org, June 30, 2014. 6. Source: US Energy Information Administration (EIA), Annual Energy Outlook 2014 Early Release Overview, December 16,

2013. There is no guarantee that current US energy production is sustainable nor that current production growth will continue. 7. Source: US Energy Information Administration (EIA), April 2014. There is no guarantee that current US energy production is

sustainable nor that current production growth will continue. 8. Source: US Energy Information Administration (EIA), Annual Energy Outlook 2013. There is no guarantee that current US

energy production is sustainable or that current production growth will continue. This information discusses general market activity, industry or sector trends, or other broad-based economic, market or political conditions and should not be construed as research or investment advice. Please see additional disclosures.

US Pipeline NetworkIncludes thousands of miles of infrastructure assets that connect producing areas with major energy hubs and distributes products around North America.


BAKKEN

BARNETT

PERMIAN

EAGLEFORD

MARCELLUS/UTICA

CANADA

MEXICO

Eagle Ford ShaleCapable of producing both gas and more oil than other traditional shale plays. The high percentage of carbonate makes it more brittle and “frackable.”4

Water well

Wellhead

Additional steel casings and cement to protect groundwater

Approximate distance from surface:6,000 feet

Shale fractures

Three new ways to tap shaleFracking: Hydraulic Fracturing

Extracts oil and gas from shale. The new technology allows producers to extract a greater amount of gas and liquids than they could historically using vertical wells. Shale gas accounted for 39% of total US gas production in 2013 and the US Energy Information Administration (EIA) expects the proportion to approach 53% by 2040.8

Horizontal Drilling

A steerable, trenchless way to explore underground with minimal impact on the surrounding area. This decreases the number of rigs dedicated to drilling, while increasing production.

Seismic Imaging

Helps image hydraulic fracture growth in shale basins.

Production GrowthFrom 2007-2013, US oil production has increased 45% to 7.4 mn barrels per day, reversing nearly a decade of decline. During that same period, US natural gas production increased 28% to 66.5 bcf/d following 10 years of virtually no growth.7

Energy IndependenceThe United States has reduced its net import share of total US energy consumption from 30% in 2005 to 16% in 2012 and it is projected to fall to 4% by 2020.6

Marcellus ShaleLies underneath about 90,000 square miles of Pennsylvania, New York and West Virginia and is believed to hold hundreds of trillions of cubic feet of natural gas.5

For illustrative purposes only.


As a result of rapid advances in energy extraction, we believe opportunities have developed across the entire energy value chain, which includes upstream—companies that extract and produce the energy, downstream—energy users and midstream—energy enablers who connect the producers (upstream)

with the end users (downstream). We believe these midstream companies are poised to profit due to the current shortage of pipeline, processing, fractionation and storage facilities. These companies collect fees for their services like tollkeepers on a highway, and are typically less exposed than most of the energy industry

to underlying commodity prices. Additionally, lower domestic prices and increasing domestic production may also benefit downstream and some select upstream companies, respectively. Midstream companies are often formed as master limited partnerships (“MLPs”).

1. Source: Ponderosa Advisors LLC and International Energy Agency (IEA), June 30, 2014.2. Source: IHS Global Inc., June 30, 2014.3. Source: Petroleum Economist, June 30, 2014.

Storage FacilitiesPipeline Processing Fractionation

IncreasingProduction

IncreasingConsumptionof US Energy

MidstreamEnergy Infrastructure

DownstreamEnergy UsersCommercial / Consumer, Refining (oil),Utilities, Petro Chemical & Fertilizer

UpstreamEnergy ProductionExploring, Drilling

Limited Energy Infrastructure Today

Natural Gas production is expected to increase 31% and liquids production may increase over 140% from 2013-2025.1

US to begin exporting LiquidNatural Gas (LNG) by 2016; by2019 the US is expected to be thesecond largest LNG exporter.3

$1.2 trillion expected energyinfrastructure spendingfrom 2014-2025.2

The Energy Value Chain May Fuel the Investment Opportunity Offered by the Fund

For illustrative purposes only.


WHAT ARE MASTER LIMITED PARTNERSHIPS

Master Limited Partnerships (“MLPs”) are publicly traded partnerships that are

predominantly involved in energy infrastructure, and as a result, are exposed to the growing

production of US energy sources. Generally, an investor may purchase units of MLPs on

established US securities exchanges, just like publicly traded corporate stock, or may

also purchase units in a private placement. MLPs that derive at least 90% of their gross

income for each taxable year from activities such as the exploration, development, mining,

production, processing, refining, transportation, storage and certain marketing of mineral

or natural resources may be treated as a partnership for US federal income tax purposes.

MLPs treated as partnerships are not subject to corporate income tax, but instead pass

distributions on to Unitholders, who are taxed at their applicable tax rate.

1. Source: National Association of Publicly Traded Partnerships, June 30, 2014.

The History of MLPs1

The first MLP was launched in 1981 and aimed to attract smaller investors who typically could not allocate capital to partnership investments

Over the past decade, MLPs have gained considerable interest from energy-related companies and investors due to a renaissance in US energy production and the differentiated investment characteristics of MLPs

Today, retail investors can gain access to the MLP market through investments in mutual funds that invest in MLPs and the energy sector


0%

1%

2%

3%

4%

5%

6%

MLPs High Yield Bonds REITs 10-Year Treasury US Stocks

Dist

ribut

ion

Rate

(%)

5.2% 5.0%

3.5%

2.5%1.9%

Unlike other investments, MLP distributions consist largely of return of capital and not of current income. The ultimate composition of these distributions may vary due to a variety of factors, including projected income and expenses, depreciation and depletion, and any tax elections made by the MLP. The final characterization of such distribution will be made when an MLP can determine each investor’s share of the MLP’s income, expenses, gains and losses. The final tax status of the distribution may differ substantially from this information.Source: Bloomberg, FactSet, June 30, 2014. The Alerian MLP Total Return Index represents MLPs. FTSE NAREIT North America Index represents REITs. Barclays High Yield Index represents High Yield Bonds. S&P 500 Index represents US Stocks. Federal Reserve US H.15 T Note Treasury Constant Maturity 10 represents the US 10-Year Treasury. This information discusses general market activity, industry or sector trends, or other broad-based economic, market or political conditions and should not be construed as research or investment advice. An MLP can invest in a variety of assets subject to certain investment risks. Fixed income investing involves interest rate risk. When interest rates rise, bond prices generally fall. Below investment grade (high yield) bonds are more at risk of default and are subject to liquidity risk. Investments in common stock are subject to market risk, which means that the value of the securities may go up or down in response to the prospects of individual companies, particular sectors and/or general economic conditions. Investments in real estate companies, including REITs or similar structures are subject to volatility and additional risk, including loss in value due to poor management, lowered credit ratings and other factors. Investments in MLPs are subject to certain risks, including risks related to limited control and limited rights to vote, potential conflicts of interest, cash flow risks, dilution risks, limited liquidity and risks related to the general partner’s right to force sales at undesirable times or prices. A 10-Year Treasury is a debt obligation backed by the United States government and its interest payments are exempt from state and local taxes. However, interest payments are not exempt from federal taxes. Please see additional disclosures on page 24. Investors cannot invest directly in an index. The chart above does not represent the past or current performance of the Goldman Sachs MLP and Energy Renaissance Fund, which has no operating history. Performance data quoted represents past performance. Past performance does not guarantee future results, which may vary.

During the Period June 6, 2014–June 30, 2014, MLPs Have Offered Higher Distributions Than Other Asset Classes

2. ATTRACTIVE SOURCE OF POTENTIAL DISTRIBUTIONS AND GROWTH

Despite recent volatility in the bond markets, today’s interest rates are still close to all-time lows and 1-year Certificate of Deposits (Bank CDs) are yielding negative real returns.1 MLPs may provide investors with

an alternative source of potential distributions. MLPs have historically paid relatively high distributions compared to many other equity asset classes.2 As of June 30, 2014, the Alerian MLP Total Return Index was yielding 5.2%, a considerably higher rate than other investments, including US equities, REITs and 10-Year Treasuries. Additionally, over the last decade, MLPs

have grown their distribution payouts by an average of more than 8% per annum.3 This accelerated distribution growth has partially contributed to the Alerian Index’s annualized total return of 16.7% (since its inception on June 1, 2006), which makes MLPs one of the strongest performing asset classes over that same time period.4

1. Source: FactSet and FDIC, June 30, 2014. A 1-Year CD yielded 0.20% and CPI rate was 2.1%. Real Rate of Return is the annual return on an investment, which is adjusted for changes in price due to inflation. Bank CDs are insured by the FDIC.

2. Source: FactSet, June 30, 2014.3. Source: Bloomberg and GSAM 2004-2013.4. Source: Bloomberg, June 30, 2014.


3. POTENTIAL HEDGE AGAINST RISING RATES AND INFLATION

Since 2006, MLPs have experienced relatively limited interest rate sensitivity over the long-term while providing diversification benefits.1 When strong macro data causes treasury yields to

jump, MLPs have reacted with some short-term volatility, but this has typically been followed by positive long-term performance.1 Unlike bonds, we believe this stems from their ability to grow distributions. Generally, MLP pipeline assets are governed by the Federal Energy Regulatory Commission

(FERC) and tariffs are indexed to a measure of inflation, which may provide a built-in inflation hedge.2 Additionally, we believe MLP cash flows could potentially outpace inflation due to increased US production, a demand shift toward US produced energy (vs. imports) and greater ability to export.

1. Source: Bloomberg, Bureau of Labor Statistics and GSAM for the time period June 2006-December 2013. Past performance does not guarantee future results, which may vary. 2. Source: Alerian, Frequently Asked Questions, April 30, 2013.

Average 3-Month Total Return (%) in a Rising Rate Environment

MLP

Cor

rela

tion

-4 -2 0 2 4 6 8 10

Alerian MLP Total Return

Barclays US Corp HY

Barclays US Credit

Barclays US Aggregate

Barclays Aggregate Muni

Barclays Int. Treasury -2.9

-2.6

-2.2

-0.9

7.7

8.1

-60%

-40%

-20%

0%

20%

40%

60%

US TreasuryUS InvestmentGrade Bonds

S&P 500

53.7%

33.4%

-46.2%

Source: Bloomberg, Barclays, and GSAM as of 6/30/2014. Analysis in chart based on three month periods of time in which the 10-Year Treasury rose at least 100 basis points, beginning in June 2006. The time period analyzed is the since inception period for the Alerian MLP Total Return Index. Past performance does not guarantee future results, which may vary. Please see additional disclosures on page 24.Diversification does not protect an investor from market risk and does not ensure a profit.

Source FactSet. Correlation data for the period June 1, 2006–June 30, 2014. S&P 500 is defined as the S&P 500 Total Return Index. U.S. Investment Grade Bonds are defined as the Barclays US Aggregate Credit—Corporate—Investment Grade. US Treasury defined as BofA Merrill Lynch US Treasuries (10Y). MLPs defined as the Alerian MLP Total Return Index. The time period analyzed is the since inception period for the Alerian MLP Total Return Index. Past correlations are not indicative of future correlations, which may vary. Past performance does not guarantee future results, which may vary.

MLPs Have Been Resilient in Rising Rate Environments...(June 1, 2006–June 30, 2014)

And MLPs Have Offered Low Correlation to Traditional Asset Classes (June 1, 2006–June 30, 2014)


The Goldman Sachs MLP and Energy Renaissance Fund (the “Fund”) is a newly-organized, non-diversified, closed-end investment management company that seeks a high level of total return with an emphasis on current distributions to shareholders. The Fund seeks to capitalize on the growing US demand for energy sources and supporting infrastructure by investing at least 80% of its Managed Assets in MLPs and other energy investments in the energy sector.2 Additionally, the Fund may invest up to 20% of its Managed Assets in U.S. and non-U.S. equity and fixed income securities and derivative instruments that are not MLP or other energy investments. There is no assurance that the Fund will achieve its investment objective.

Goldman Sachs Asset Management, L.P. (“GSAM”) is a leading global asset manager with more than $900 billion in assets under supervision and over 2,000 professionals located in 32 locations around the world.3

The Fund may provide the following advantages:

n Experienced Energy & Infrastructure Team. Led by Kyri Loupis, the team combines the benefits of a niche MLP asset manager while leveraging the broad resources of GSAM and is one of the largest MLP managers based on AUM.4 This structure may allow for a more holistic perspective on the full energy value chain and hence, on the direct beneficiaries of the US Energy Renaissance.

n Opportunistic. The Fund is midstream focused with a bias towards out of index MLPs that tend to be smaller, newer companies. The team also has the flexibility to invest in upstream and downstream companies in an attempt to take advantage of broader trends in the US Energy Renaissance.

n Rigorous Investment Process. Utilizing top-down and bottom-up inputs, the team focuses on energy trends across geography, commodity-type and functional exposure.

Goldman Sachs MLP and Energy Renaissance Fund (GER1)

1. The Fund’s common shares of beneficial interest are expected to be approved for listing on the New York Stock Exchange (NYSE) under the symbol GER, subject to notice of issuance.2. “Managed Assets” means the total assets of the Fund (including any assets attributable to borrowings for investment purposes) minus the sum of the Fund’s accrued liabilities (other

than liabilities representing borrowings for investment purposes). If the Fund uses leverage, the amount of fees paid to the Investment Adviser for its services will be higher than if the Fund does not use leverage, because the fees paid are calculated based on Managed Assets, which includes assets purchased with leverage.

3. As of June 30, 2014. Firmwide AUM includes assets managed by GSAM and its investment advisory affiliates. 4. Source: eVestment Alliance Search Engine (eASE) Analytics, June 30, 2014.

Potential Advantages to Investing in MLPs Through a Closed-End Fund

n A diverse portfolio managed by professional managers.

n Simplified tax reporting since the investor receives a familiar Form 1099-DIV.

n Closed-end MLP funds seek to provide distributions to investors on a regular basis.

Closed-End Fund Facts

n Unlike traditional mutual funds, closed-end funds typically raise capital through an initial public offering (IPO) during a limited period of time.

n After the IPO, closed-end fund shares are traded on the secondary market, and their price is determined by market demand, much like traditional stocks.

n The closed-end structure allows the Fund to maintain a stable pool of assets, without the need to hold cash or liquidate assets, sometimes at inopportune times, to meet redemption requests.


FUND OVERVIEW1 Trading Symbol GER2

Exchange NYSEAnticipated Pricing Date 9/25/14Anticipated Closing Date 9/30/14Anticipated Public Offering Share Price $20.00Minimum Investment $2,000 ($20 per share)

Total Operating Expense Ratio3 2.44%Sales Load 4.50%Management Fee4 1.00%Anticipated Distributions QuarterlyExpected Leverage5 25-30%Dividend Reinvestment Plan6 Automatic

INVESTMENT OBJECTIVE The Fund seeks a high level of total return with an emphasis on current distributions to shareholders. There can be no assurance that the Fund will achieve its investment objective or that the Fund’s investment program will be successful.

INVESTMENT STRATEGY SUMMARY

Under normal market conditions, the Fund will invest at least 80% of its Managed Assets in MLP investments and other energy investments.7

The Fund may invest up to 20% of its Managed Assets in U.S. and non-U.S. equity and fixed income securities and derivative instruments that are not MLPs or other energy investments. Such issuers may be treated as corporations for U.S. federal income tax purposes and, therefore, may not offer the tax benefits of MLP investments.

The Fund currently expects to concentrate its investments in the energy sector with an emphasis on midstream MLP investments. The Fund will invest in investments across the energy value chain, including upstream, midstream and downstream investments. Midstream MLP investments include companies that are engaged in the treatment, gathering, compression, processing, transportation, transmission, fractionation, storage and terminalling of natural gas, natural gas liquids, crude oil, refined products or coal. Midstream MLPs may also operate ancillary businesses including marketing of energy products and logistical services. Upstream MLP investments include companies that are engaged in the exploration, recovery, development and production of crude oil, natural gas and natural gas liquids. An upstream MLP’s cash flow and distributions are driven by the amount of oil, natural gas, natural gas liquids and crude oil produced and the demand for and price of such commodities. Downstream MLP investments include companies that are primarily engaged in the processing, treatment, and refining of natural gas liquids and crude oil, marketing and other “end-customer” distribution activities relating to refined energy sources. The Fund’s MLP investments may be of any capitalization size.

TAX TREATMENT The Fund will be treated as a regular corporation, or a “C” corporation, for U.S. federal income tax purposes and, as a result, unlike most investment companies, is subject to federal and applicable state corporate tax to the extent the Fund recognizes taxable income.8

1. Investors should refer to the “Fund Fees and Expenses” section of the preliminary prospectus for information on the fees, charges and expenses associated with investing in the Fund.2. The Fund’s common shares of beneficial interest are expected to be approved for listing on the New York Stock Exchange (NYSE) under the symbol GER, subject to notice of issuance.3. The Total Operating Expense Ratio is shown as a percentage of net assets attributable to Common Shares. It is based on estimated amounts for the Fund’s first full year of operations

and assumes that the Fund issues 12,500,000 Common Shares and assumes the use of leverage through a credit facility in an amount of 27.5% of the Fund’s Managed Assets (the midpoint of the Fund’s anticipated range of 25-30%) at an annual interest rate expense of 1.25%. The actual Total Operating Expense Ratio may differ from the estimate provided.

4. The Fund pays a management fee to the Investment Adviser based on the Fund’s average daily Managed Assets. “Managed Assets” means the total assets of the Fund (including any assets attributable to borrowings for investment purposes) minus the sum of the Fund’s accrued liabilities (other than liabilities representing borrowings for investment purposes). If the Fund uses leverage, the amount of fees paid to the Investment Adviser for its services will be higher than if the Fund does not use leverage, because the fees paid are calculated based on Managed Assets, which includes assets purchased with leverage.

5. The Fund is permitted to obtain leverage using any form or combination of financial leverage instruments, including through funds borrowed from banks or other financial institutions (i.e., a credit facility), margin facilities or notes issued by the Fund and the leverage attributable to similar transactions entered into by the Fund. The Fund initially intends to leverage through a credit facility representing approximately 25-30% of the Fund’s Managed Assets, but reserves the right to leverage to the extent permitted by the Investment Company Act of 1940. Please see the Principal Risks of the Fund section for more information regarding leverage.

6. Common shareholders will automatically have all dividends and distributions reinvested in Common Shares of the Fund in accordance with the Fund’s dividend reinvestment plan (the “Plan”), unless an election is made to receive cash. Investors should refer to the “Dividend Reinvestment Plan” section of the preliminary prospectus for information regarding the Plan.

7. The Fund seeks to achieve its investment objective by investing primarily in master limited partnerships (“MLPs”). Under normal market conditions, the Fund will invest at least 80% of its Managed Assets in energy MLP investments and other energy investments. The Fund’s MLP investments may include, but are not limited to, MLPs structured as limited partnerships (“LPs”) or limited liability companies (“LLCs”); MLPs that are organized as LPs or LLCs, but taxed as “C” corporations; equity securities that represent an indirect interest in an MLP issued by an MLP affiliate, including institutional units (“I-Units”) and MLP general partner or managing member interests; “C” corporations whose predominant assets are interests in MLPs; MLP equity securities, including MLP common units, MLP subordinated units, MLP convertible subordinated units and MLP preferred units; private investments in public equities (“PIPEs”) issued by MLPs; MLP debt securities; and other U.S. and non-U.S. equity and fixed income securities and derivative instruments that provide exposure to the MLP market, including pooled investment vehicles that primarily hold MLP interests and exchange-traded notes (“ETNs”). The Fund’s other energy investments may include equity and fixed income securities of U.S. and non-U.S. companies other than MLPs that (i) are classified by a third party as operating within the oil and gas storage, transportation, refining, marketing, drilling, exploration or production subindustries or (ii) have at least 50% of their assets, income, sales or profits committed to, or derived from, the exploration, development, production, gathering, transportation (including marine), transmission, terminal operation, processing, storage, refining, distribution, mining or marketing of natural gas, natural gas liquids (including propane), crude oil, refined petroleum products, coal, electricity or other energy sources, energy-related equipment or services. The Fund does not intend to invest more than 30% of its Managed Assets in other energy investments. The Fund’s MLP and other energy investments may also include companies that engage in owning, managing and transporting alternative energy assets, including alternative fuels such as ethanol, hydrogen and biodiesel.

8. Given the Fund’s concentration in MLPs, the Fund is not eligible to be treated as a “regulated investment company” under the Internal Revenue Code of 1986, as amended (the “Code”). For additional information about the implications of taxation as a “C” corporation, please see “Tax Risk of the Principal Risks of the Fund” in the preliminary prospectus.


PORTFOLIO MANAGEMENT

KYRI LOUPIS

Managing Director, Lead Portfolio Manager

Kyri is a Managing Director in GSAM, where he is the portfolio manager and head of the Energy & Infrastructure Team. Prior to joining Goldman Sachs in 2009, Kyri spent over eight years at Lehman Brothers covering the energy sector in various capacities. From 2000 to 2006, he worked in the

Investment Banking Division. During that period, he executed over 100 lead transactions for energy companies across all sub-sectors and structures, with a particular focus on MLPs. In 2006, he joined the Private Equity Group where he co-founded an energy investment fund with over $1bn of assets under management and an emphasis on MLPs. Kyri has been a frequent contributor to publications like Barron’s on topics such as energy and energy infrastructure. He holds an MBA from Harvard Business School and a B.Sc. from The London School of Economics.

GANESH V. JOIS, CFA

Vice President, Portfolio Manager

Ganesh is a Vice President in GSAM and is a research analyst for the Energy & Infrastructure Team. Prior to joining Goldman Sachs in 2009, Ganesh was a research analyst at Citigroup Investment Research covering MLPs for nearly four years. During his time at Citigroup, Ganesh helped

initiate coverage on several MLPs and had coverage responsibility for nearly 20 MLPs. Between 2003 and 2005, he worked in the Financial Advisory Services practice of Deloitte & Touche. He holds an MBA from the Zicklin School of Business and received a B.S. from the University of Mumbai, India.

MATTHEW COOPER

Vice President, Portfolio Manager

Matthew is a Vice President in GSAM and a research analyst for the Energy & Infrastructure Team. Prior to joining Goldman Sachs in 2013, Matthew worked in the Commodities Origination and Structuring Group at Merrill Lynch beginning in 2011. Between 2007 and 2009 he worked as a

research analyst in the Private Equity Group at Lehman Brothers and prior to that he worked as an Investment Banker in the Energy and Power Group at Merrill Lynch & Co. Matthew holds an MBA from the University of Chicago Booth School of Business and a B.A. from Vanderbilt University, where he graduated Magna Cum Laude.

INVESTMENT TEAM

COLLIN BELL

Managing Director, Client Portfolio Manager

Collin is a Managing Director and client portfolio manager on Goldman Sachs Asset Management’s Energy & Infrastructure Team. Previously, he was a research analyst for the Real Estate Securities team—a sector that has many parallels with energy infrastructure from the standpoint of its evolution

and investment attributes. Before 2002, Collin was a senior relationship manager in the Portfolio Advisory Group, where he advised clients on both asset allocation and implementation levels. He joined Goldman Sachs in the Investment Management Division in 1997 and has been with the firm for over 17 years. Collin earned a bachelor’s degree from Amherst College.

DAVID HEFLIN

Vice President, Client Portfolio Manager

David is a client portfolio manager on the Fundamental Equity team. His primary responsibility is communicating the team’s investment philosophy and strategy of our income related products to clients within the Third Party channel. Prior to joining the Fundamental Equity team he was responsible

for marketing GSAM’s investment strategies to large market/institutional defined contribution plan sponsors. Prior to that, David served as a Regional Director responsible for managing GSAM’s retail presence in New York City. David joined Goldman Sachs in 2005 from Nuveen Investments where he was a Vice President. Prior to that, David was a Vice President at Lincoln Financial Distributors. David received his B.S. in Business Administration from Rider College in 1993. David is a Certified Investment Management Analyst (CIMA®) and a member of the Investment Management Consultant Association. David was also awarded the Certified Financial Planner (CFP®) designation in 2007.

ANDREW LAPSLEY

Vice President, Client Portfolio Manager

Andrew (Drew), CFA, is a Client Portfolio Manager for Fundamental Equity with a focus on income strategies and energy. He has primary responsibility for communicating the investment thesis and portfolio strategy for the Goldman Sachs Income Builder Fund, the Goldman Sachs Energy

Infrastructure Fund and the Goldman Sachs Rising Divided Growth Fund. Drew joined Goldman Sachs in 2000 as a Vice President and head of Goldman Sachs Asset Management’s Electronic Commerce group. He is a CFA Charterholder and a member of the New York Society of Securities Analysts as well as the CFA Institute. Drew is a computer science graduate of Mount Royal University and holds a B.Sc. and M.Eng. from the University of Calgary, both located in Alberta, Canada. He currently coaches youth hockey in Morristown, NJ.


Loss of money is a risk of investing in the Fund. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. The following summarizes the principal risks that apply to the Fund and may result in a loss of your investment. The Fund should not be relied upon as a complete investment program. There can be no assurance that the Fund will achieve its investment objective.

No Operating History—The Fund is a newly organized, non-diversified, closed-end management investment company with no operating history. Investors will not have the opportunity to evaluate historical data or assess any of the Fund’s potential investments prior to purchasing Common Shares. It is designed for long-term investing and not as a vehicle for trading. This risk may be greater for investors expecting to sell their shares in a relatively short period of time after completion of the public offering.

Investment Risk—The value of the instruments in which the Fund invests may go up or down in response to the prospects of individual companies, particular sectors or governments and/or general economic conditions throughout the world due to increasingly interconnected global economies and financial markets. Price changes may be temporary or last for extended periods. The Fund’s investments may be overweighted from time to time in one or more sectors or countries, which will increase the Fund’s exposure to risk of loss from adverse developments affecting those sectors or countries. The Fund intends to use leverage, which will magnify the Fund’s investment, market and certain other risks.

Market Risk—An investment in Common Shares represents an indirect investment in the securities owned by the Fund, a significant portion of which are traded on a national securities exchange or in the OTC markets. The value of these securities, like other investments, may move up or down, sometimes rapidly and unpredictably. Your Common Shares at any point in time may be worth less than what you invested, even after taking into account the reinvestment of Fund dividends and distributions. The Fund may utilize leverage, which magnifies the market risk. See “Leverage” in the Fund’s prospectus.

Market Discount Risk—Shares of closed-end investment companies frequently trade at a discount from their NAV. This characteristic is a risk separate and distinct from the risk that the Fund’s NAV per Common Share could decrease as a result of its investment activities and may be greater for investors expecting to sell their Common Shares in a relatively short period of time following completion of this offering. The NAV per Common Share will be reduced immediately following this offering as a result of the payment of certain offering costs. Although the value of the Fund’s net assets is generally considered by market participants in determining whether to purchase or sell Common Shares, whether investors will realize gains or losses upon the sale of the Common Shares will depend entirely upon whether the market price of the Common Shares at the time of sale is above or below the investor’s purchase price for the Common Shares. Because the market price of the Common Shares will be determined by factors such as (i) NAV, (ii) dividend and distribution levels and their stability (which will in turn be affected by levels of

distributions, dividend and interest payments by the Fund’s portfolio holdings, the timing and success of the Fund’s investment strategies, regulations affecting the timing and character of Fund distributions, Fund expenses and other factors), (iii) supply of and demand for the Common Shares, (iv) trading volume of the Common Shares, (v) general market, interest rate and economic conditions and (vi) other factors that may be beyond the control of the Fund. The Fund cannot predict whether the Common Shares will trade at, below or above NAV or at, below or above the initial public offering price.

Master Limited Partnership Risk—Investments in securities of MLPs involve risks that differ from investments in common stock, including risks related to limited control and limited rights to vote on matters affecting MLPs, risks related to potential conflicts of interest between an MLP and the MLP’s general partner, cash flow risks, dilution risks and risks related to the general partner’s right to require Unitholders to sell their common units at an undesirable time or price. Many of the Fund’s investments in MLPs will be subject to legal and other restrictions on resale or will otherwise be less liquid than publicly traded securities. Certain MLP securities may trade in lower volumes due to their smaller capitalizations. Accordingly, those MLPs may be subject to more abrupt or erratic price movements and may lack sufficient market liquidity to enable the Fund to effect sales at an advantageous time or without a substantial drop in price. Investment in those MLPs may restrict the Fund’s ability to take advantage of other investment opportunities. If the Fund is one of the largest investors in certain MLPs, it may be more difficult for the Fund to buy and sell significant amounts of such investments without an unfavorable impact on prevailing market prices. Larger purchases or sales of MLP investments by the Fund in a short period of time may cause abnormal movements in the market price of these investments. As a result, these investments may be difficult to dispose of at a fair price at the times when the Fund believes it is desirable to do so. MLPs are generally considered interest-rate sensitive investments. During periods of interest rate volatility, these investments may not provide attractive returns, which may adversely impact the overall performance of the Fund.

The Fund’s ability to meet its investment objective will depend largely on the amount of the distributions it receives from the MLPs (in relation to the taxable income, gains, losses, and deductions allocated to it). The amount and tax characterization of cash available for distribution by an MLP depends upon the amount of cash generated by such entity’s operations. Cash available for distribution by MLPs will vary widely from quarter to quarter and is affected by various factors affecting the entity’s operations. In addition to the risks described herein, operating costs, capital expenditures, acquisition costs, construction costs, exploration costs and borrowing costs may reduce the amount of cash that an MLP has available for distribution in a given period. MLPs have the ability to modify their distribution policies from time to time without input from or approval of the Fund.

Conflicts of interest may arise from incentive distribution payments paid to the general partner, or referral of business opportunities by the general partner or one of its affiliates to an entity other than the MLP. Holders of general

PRINCIPAL RISKS OF THE FUND


partner or managing member interests typically receive incentive distribution rights, which provide them with an increasing share of the entity’s aggregate cash distributions upon the payment of per common unit distributions that exceed specified threshold levels above the MQD. Due to the incentive distribution rights, general partners of MLPs have higher distribution growth prospects than their underlying MLPs, but quarterly incentive distribution payments would also decline at a greater rate than the decline rate in quarterly distributions to common and subordinated Unitholders in the event of a reduction in the MLP’s quarterly distribution. The ability of the limited partners or members to remove the general partner or managing member without cause is typically very limited. In addition, some MLPs permit the holder of incentive distribution rights to reset, under specified circumstances, the incentive distribution levels and receive compensation in exchange for the distribution rights given up in the reset.

MLPs are subject to various risks related to the underlying operating companies they control, including dependence upon specialized management skills and the risk that those operating companies may lack or have limited operating histories. The success of the Fund’s investments in an MLP will vary depending on the underlying industry represented by the MLP’s portfolio. Certain MLPs in which the Fund may invest depend upon their parent or sponsor entities for the majority of their revenues. If the parent or sponsor entities fail to make payments or satisfy their obligations to an MLP, the revenues and cash flows of that MLP and ability of that MLP to make distributions to Unitholders such as the Fund would be adversely affected.

Certain MLPs in which the Fund may invest depend upon a limited number of customers for substantially all of their revenue. Similarly, certain MLPs in which the Fund may invest depend upon a limited number of suppliers of goods or services to continue their operations. The loss of those customers or suppliers could have a material adverse effect on an MLP’s results of operations and cash flow, and on its ability to make distributions to Unitholders such as the Fund.

The Fund is not responsible for operating MLPs and similar entities and cannot control or monitor their compliance with applicable tax, securities and other laws and regulations necessary for the profitability of such investments. Holders of MLP units could potentially become subject to liability for all of the obligations of an MLP, if a court determines that the rights of the Unitholders to take certain action under the limited partnership agreement would constitute “control” of the business of that MLP, or if a court or governmental agency determines that the MLP is conducting business in a state without complying with the limited partnership statute of that state. Furthermore, the structures and terms of the MLPs and other entities described in this Prospectus may not be indicative of the structure and terms of every entity in which the Fund invests. Although the MLP sector has grown significantly in recent years, such market trends may not continue due to economic conditions, which are not predictable, or other factors.

Market prices generally will be unavailable for some of the Fund’s investments, including MLP subordinated units, direct ownership of general partner or managing member interests and restricted or unregistered securities of certain MLPs and private companies. The value of such securities will be determined by fair valuations determined by the Board of Directors or its designee in accordance with procedures governing the valuation of portfolio securities adopted by the Board of Directors. Proper valuation of such securities may require more reliance on the judgment of GSAM than for valuation of securities for which an active trading market exists.

Equity Securities Risk—A substantial percentage of the Fund’s assets are invested in equity securities, including MLP common units, MLP subordinated units, MLP preferred units, equity securities of MLP affiliates, including I-Units, and common stocks of other issuers. Equity risk is the risk that MLP units or other equity securities held by the Fund will fall due to general market or economic conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate, changes in interest rates, and the particular circumstances and performance of particular companies whose securities the Fund holds. The price of an equity security of an issuer may be particularly sensitive to general movements in the stock market, or a drop in the stock market may depress the price of most or all of the equity securities held by the Fund. In addition, MLP units or other equity securities held by the Fund may decline in price if the issuer fails to make anticipated distributions or dividend payments because, among other reasons, the issuer experiences a decline in its financial condition. Prices and volatilities of I-Units tend to correlate to the price of MLP common units. Holders of I-Units are subject to the same risks as holders of MLP common units.

Energy Sector Risk—Many MLPs and other entities in which the Fund may invest operate oil, gas or petroleum facilities, or other facilities within the energy sector. As a result, the Fund will be concentrated in the energy sector, and will therefore be susceptible to adverse economic, environmental or regulatory occurrences affecting that sector. A downturn in the energy sector could have a larger impact on the Fund than on funds that are broadly diversified across many sectors and industries. At times, the performance of securities of companies in the energy sector may lag behind the performance of other sectors or industries or the broader market as a whole. MLPs and other companies operating in the energy sector are subject to specific risks, including, but not limited to, the following:

Commodity Pricing Risk. MLPs and other companies operating in the energy sector may be affected by fluctuations in the prices of energy commodities, including, for example, natural gas, natural gas liquids, crude oil and coal in the short-term and long-term. Fluctuations in energy commodity prices would impact directly companies that own such energy commodities and could impact indirectly companies that engage in transportation, storage, processing, distribution or marketing of such energy commodities. Fluctuations in energy commodity prices can result from changes in general economic conditions or political circumstances (especially of key energy producing and consuming countries); market conditions; weather patterns; domestic production levels; volume of imports; energy conservation; domestic and foreign governmental regulation; international politics; policies of OPEC; taxation; tariffs; and the availability and costs of local, intrastate and interstate transportation methods. The energy sector as a whole may also be impacted by the perception that the performance of energy sector companies is directly linked to commodity prices. High commodity prices may drive further energy conservation efforts, and a slowing economy may adversely impact energy consumption, which may adversely affect the performance of MLPs and other companies operating in the energy sector.

Supply and Demand Risk. MLPs and other companies operating in the energy sector may be impacted by the levels of supply and demand for energy commodities. The volume of production of energy commodities and the volume of energy commodities available for transportation, storage, processing or distribution could be affected by a variety of factors, including depletion of resources; depressed commodity prices; catastrophic events; labor relations; increased environmental or other governmental regulation; equipment


malfunctions and maintenance difficulties; import volumes; international politics, policies of OPEC; and increased competition from alternative energy sources. Alternatively, a decline in demand for energy commodities could result from factors such as adverse economic conditions (especially in key energy-consuming countries); increased taxation; increased environmental or other governmental regulation; increased fuel economy; increased energy conservation or use of alternative energy sources; legislation intended to promote the use of alternative energy sources; or increased commodity prices.

Depletion Risk. Energy reserves naturally deplete as they are consumed over time. MLPs and other companies operating in the energy sector rely on the expansion of reserves through exploration of new sources of supply or the development of existing sources in order to grow or maintain their revenues. The financial performance of MLPs and other companies operating in the energy sector may be adversely affected if they, or the companies to which they provide services, are unable to cost-effectively acquire additional energy deposits sufficient to replace the natural decline of existing reserves. If an energy company is not able to raise capital on favorable terms, it may not be able to add to or maintain its reserves.

Environmental and Regulatory Risk. The energy sector is highly regulated. MLPs and other companies operating in the energy sector are subject to significant regulation of nearly every aspect of their operations by federal, state and local governmental agencies. Such regulation can change over time in both scope and intensity. For example, a particular by-product may be declared hazardous by a regulatory agency and unexpectedly increase production costs. Various governmental authorities have the power to enforce compliance with these regulations and the permits issued under them, and violators are subject to administrative, civil and criminal penalties, including civil fines, injunctions or both.

There is an inherent risk that MLPs and other companies operating in the energy sector may incur environmental costs and liabilities due to the nature of their businesses and the substances they handle. For example, an accidental release from wells or energy assets could subject an MLP to substantial liabilities for environmental cleanup and restoration costs, claims made by neighboring landowners and other third parties for personal injury and property damage, and fines or penalties for related violations of environmental laws or regulations.

Specifically, the operations of wells, gathering systems, pipelines, refineries and other facilities are subject to stringent and complex federal, state and local environmental laws and regulations. These include, for example: the Federal Clean Air Act and comparable state laws and regulations that impose obligations related to air emissions; the Federal Clean Water Act and comparable state laws and regulations that impose obligations related to discharges of pollutants into regulated bodies of water; the Federal Resource Conservation and Recovery Act and comparable state laws and regulations that impose requirements for the handling and disposal of waste from facilities; and the Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, also known as “Superfund,” and comparable state laws and regulations that regulate the cleanup of hazardous substances that may have been released at properties currently or previously owned or operated by MLPs or at locations to which they have sent waste for disposal.

Pipeline MLPs and other pipeline companies are subject to regulation by FERC with respect to tariff rates these companies may charge for interstate pipeline transportation services. An adverse determination by FERC with respect to the tariff rates of a pipeline MLP could have a material adverse effect on the

business, financial condition, results of operations, cash flows and prospects of that pipeline MLP and its ability to make cash distributions to its equity owners. Moreover, the possibility exists that stricter laws, regulations or enforcement policies could be enacted in the future that would significantly increase compliance costs and remediation costs, thus adversely affecting the financial performance of MLPs. MLPs may not be able to recover remediation costs from insurance.

Hydraulic fracturing, or “fracking,” is a relatively new technique for releasing and extracting oil and natural gas trapped in underground shale formations. The fracking sector is facing allegations from environmentalists and some landowners that the technique may cause serious difficulties, which has led to uncertainty about the nature, extent, and cost of the environmental regulation to which it may ultimately be subject.

Voluntary initiatives and mandatory controls have been adopted or are being discussed both in the United States and worldwide to reduce emissions of “greenhouse gases” such as carbon dioxide, a by-product of burning fossil fuels, and methane, the major constituent of natural gas, which many scientists and policymakers believe contribute to global climate change. These measures and future measures could result in increased costs to certain MLPs and other companies in which the Fund may invest to operate and maintain facilities and administer and manage a greenhouse gas emissions program and may reduce demand for fuels that generate greenhouse gases and that are managed or produced by MLPs and other companies in which the Fund may invest.

In the wake of a Supreme Court decision holding that the U.S. Environmental Protection Agency (“EPA”) has legal authority to deal with climate change under the Clean Air Act, the EPA and the U.S. Department of Transportation jointly wrote regulations to cut gasoline use and control greenhouse gas emissions from cars and trucks. The EPA has also taken action to require certain entities to measure and report greenhouse gas emissions, and certain facilities may be required to control emissions of greenhouse gases pursuant to EPA air permitting and other regulatory programs. These measures, and other programs addressing greenhouse gas emissions, could reduce demand for energy and/or raise prices, which may adversely affect the total return of certain of the Fund’s investments.

Weather Risk. Weather plays a role in the seasonality of some MLPs’ cash flows. MLPs and other companies in the propane sector, for example, rely on the winter season to generate almost all of their earnings. In an unusually warm winter season, propane MLPs experience decreased demand for their product. Although most MLPs can reasonably predict seasonal weather demand based on normal weather patterns, extreme weather conditions, such as hurricanes, can adversely affect performance and cash flows of MLPs.

Cyclical Industry Risk. The energy industry is cyclical and from time to time may experience a shortage of drilling rigs, equipment, supplies, or qualified personnel, or due to significant demand, such services may not be available on commercially reasonable terms. An MLP’s ability to successfully and timely complete capital improvements to existing or other capital projects is contingent upon many variables. Should any such efforts be unsuccessful, an MLP could be subject to additional costs and/or the write-off of its investment in the project or improvement. The marketability of oil and gas production depends in large part on the availability, proximity and capacity of pipeline systems owned by third parties. Oil and gas properties are subject to royalty interests, liens and other burdens, encumbrances, easements or restrictions, all of which could impact the production of a particular MLP. Oil and gas MLPs operate in a highly competitive and cyclical industry, with intense price


competition. A significant portion of their revenues may depend on a relatively small number of customers, including governmental entities and utilities.

Catastrophic Event Risk. MLPs and other companies operating in the energy sector are subject to many dangers inherent in the production, exploration, management, transportation, processing and distribution of natural gas, natural gas liquids, crude oil, refined petroleum and petroleum products and other hydrocarbons. These dangers include leaks, fires, explosions, damage to facilities and equipment resulting from natural disasters, inadvertent damage to facilities and equipment and terrorist acts. Since the September 11 terrorist attacks, the US government has issued warnings that energy assets, specifically US pipeline infrastructure, may be targeted in future terrorist attacks. These dangers give rise to risks of substantial losses as a result of loss or destruction of commodity reserves; damage to or destruction of property, facilities and equipment; pollution and environmental damage; and personal injury or loss of life. Any occurrence of such catastrophic events could bring about a limitation, suspension or discontinuation of the operations of MLPs and other companies operating in the energy sector. MLPs and other companies operating in the energy sector may not be fully insured against all risks inherent in their business operations and therefore accidents and catastrophic events could adversely affect such companies’ financial conditions and ability to pay distributions to shareholders.

Acquisition Risk. MLPs owned by the Fund may depend on their ability to make acquisitions that increase adjusted operating surplus per unit in order to increase distributions to Unitholders. The ability of such MLPs to make future acquisitions is dependent on their ability to identify suitable targets, negotiate favorable purchase contracts, obtain acceptable financing and outbid competing potential acquirers. To the extent that MLPs are unable to make future acquisitions, or such future acquisitions fail to increase the adjusted operating surplus per unit, their growth and ability to make distributions will be limited. There are risks inherent in any acquisition, including erroneous assumptions regarding revenues, acquisition expenses, operating expenses, cost savings and synergies; assumption of unknown liabilities; indemnification; customer losses; key employee defections; distraction from other business operations; and unanticipated difficulties in operating or integrating new product areas and geographic regions. Furthermore, even if an MLP does consummate an acquisition that it believes will be accretive, the acquisition may instead result in a decrease in free cash flow.

Industry Specific Risks—MLPs and other companies operating in the energy sector are also subject to risks that are specific to the industry in which they operate.

Pipeline. Pipeline companies are subject to many risks, including varying demand for crude oil, natural gas, natural gas liquids or refined products in the markets served by the pipeline; changes in the availability of products for gathering, transportation, processing or sale due to natural declines in reserves and production in the supply areas serviced by the companies’ facilities; sharp decreases in crude oil or natural gas prices that cause producers to curtail production or reduce capital spending for exploration activities; and environmental regulation. Specifically, demand for gasoline, which accounts for a substantial portion of refined product transportation, depends on price, prevailing economic conditions in the markets served, and demographic and seasonal factors.

Gathering and Processing. Gathering and processing companies are subject to natural declines in the production of oil and natural gas fields, which utilize their gathering and processing facilities as a way to market their production,

prolonged declines in the price of natural gas or crude oil, which curtails drilling activity and therefore production, and declines in the prices of natural gas liquids and refined petroleum products, which cause lower processing margins. In addition, some gathering and processing contracts subject the gathering or processing company to direct commodities price risk.

Midstream. Midstream MLPs and other companies that provide crude oil, refined product and natural gas services are subject to supply and demand fluctuations in the markets they serve which may be impacted by a wide range of factors including fluctuating commodity prices, weather, increased conservation or use of alternative fuel sources, increased governmental or environmental regulation, depletion, rising interest rates, declines in domestic or foreign production, accidents or catastrophic events, and economic conditions, among others.

Upstream. Exploration, development and production companies are particularly vulnerable to declines in the demand for and prices of crude oil and natural gas. Reductions in prices for crude oil and natural gas can cause a given reservoir to become uneconomic for continued production earlier than it would if prices were higher, resulting in the plugging and abandonment of, and cessation of production from, that reservoir. In addition, lower commodity prices not only reduce revenues but also can result in substantial downward adjustments in reserve estimates. The accuracy of any reserve estimate is a function of the quality of available data, the accuracy of assumptions regarding future commodity prices and future exploration and development costs and engineering and geological interpretations and judgments. Different reserve engineers may make different estimates of reserve quantities and related revenue based on the same data. Actual oil and gas prices, development expenditures and operating expenses will vary from those assumed in reserve estimates, and these variances may be significant. Any significant variance from the assumptions used could result in the actual quantity of reserves and future net cash flow being materially different from those estimated in reserve reports. In addition, results of drilling, testing and production and changes in prices after the date of reserve estimates may result in downward revisions to such estimates. Substantial downward adjustments in reserve estimates could have a material adverse effect on a given exploration and production company’s financial position and results of operations. In addition, due to natural declines in reserves and production, exploration and production companies must economically find or acquire and develop additional reserves in order to maintain and grow their revenues and distributions.

Downstream. Downstream companies are businesses engaged in refining, marketing and other “end-customer” distribution activities relating to refined energy sources, such as: customer-ready natural gas, propane and gasoline; the production and manufacturing of petrochemicals including olefins, polyolefins, ethylene and similar co-products as well as intermediates and derivatives; and the generation, transmission and distribution of power and electricity. In addition to the other risks described herein, downstream companies may be more susceptible to risks associated with reduced customer demand for the products and services they provide.

Oil. In addition to the risks applicable to pipeline companies described above, gathering and processing companies and exploration and production companies, companies involved in the transportation, gathering, processing, exploration, development or production of crude oil or refined petroleum products may be adversely affected by increased regulations, increased operating costs and reductions in the supply of and/or demand for crude oil and refined petroleum products. Increased regulation may result in a decline


in production and/or increased cost associated with offshore oil exploration in the United States and around the world, which may adversely affect certain MLPs and the oil industry in general.

Oilfield Services. The oilfield services business involves a variety of operating risks, including the risk of fire, explosions, blow-outs, pipe failure, abnormally pressured formations and environmental hazards such as oil spills, natural gas leaks, ruptures or discharges of toxic gases. If any of these should occur, such companies could incur legal defense costs and could suffer substantial losses due to injury or loss of life, severe damage to or destruction of property, natural resources and equipment, pollution or other environmental damage, clean-up responsibilities, regulatory investigation and penalties, and suspension of operations. Any horizontal and deep drilling activities involve greater risk of mechanical problems than vertical and shallow drilling operations. Adverse developments affecting the oil and natural gas industry or drilling activity, including sustained low natural gas prices, a decline in oil or natural gas liquids prices, reduced demand for oil and natural gas products and increased regulation of drilling and production, could have a material adverse effect on a company’s business, financial condition and results of operations.

Fracturing Services. Changes in laws or government regulations regarding hydraulic fracturing could increase a company’s costs of doing business, limit the areas in which it can operate and reduce oil and natural gas production by the company. Hydraulic fracturing involves the injection of water, sand or an alternative proppant and chemicals under pressure into target geological formations to fracture the surrounding rock and stimulate production. Recently, there has been increased public concern regarding an alleged potential for hydraulic fracturing to adversely affect drinking water supplies, and proposals have been made to enact separate federal, state and local legislation that would increase the regulatory burden imposed on hydraulic fracturing. Congress has in recent legislative sessions considered legislation to amend the Safe Drinking Water Act (the “SDWA”), including legislation that would repeal the exemption for hydraulic fracturing from the definition of “underground injection” and require federal permitting and regulatory control of hydraulic fracturing, as well as legislative proposals to require disclosure of the chemical constituents of the fluids used in the fracturing process, were proposed in recent sessions of Congress. The U.S. Congress may consider similar SDWA legislation in the future. In addition, the EPA has asserted federal regulatory authority pursuant to the SDWA over certain hydraulic fracturing activities involving the use of diesel fuels and published permitting guidance on February 11, 2014 addressing the performance of such activities using diesel fuels in those states where EPA is the permitting authority.

Presently, hydraulic fracturing is regulated primarily at the state level, typically by state oil and natural gas commissions and similar agencies. Several states, such as Texas and Pennsylvania, have either adopted or proposed laws and/or regulations to require oil and natural gas operators to disclose chemical ingredients and water volumes used to hydraulically fracture wells, in addition to more stringent well construction and monitoring requirements. The availability of information regarding the constituents of hydraulic fracturing fluids could make it easier for third parties opposing the hydraulic fracturing process to initiate legal proceedings based on allegations that specific chemicals used in the fracturing process could adversely affect groundwater. Disclosure of proprietary chemical formulas to third parties or to the public, even if inadvertent, could diminish the value of those formulas and could result in competitive harm to companies. Various federal, state and local limitations may prohibit or restrict drilling and hydraulic fracturing operations

in certain locales including geographic locales considered environmentally sensitive such as wetlands, endangered species habitats, floodplains, and the like. If hydraulic fracturing becomes regulated at the federal level as a result of federal legislation or regulatory initiatives by the EPA, fracturing activities could become subject to additional permitting requirements, and also to attendant permitting delays and potential increases in cost, which could adversely affect a company’s business.

Oil Rig Services. The April 20, 2010 blowout and oil spill at the BP Deepwater Horizon oil rig has prompted the federal government to impose heightened regulation of oil and gas exploration and production on the outer continental shelf (“OCS”) to improve offshore safety systems and environmental protection regulations have been issued which have increased the complexity of the drilling permit process and may limit the opportunity for some operators to continue deepwater drilling in the U.S. Gulf of Mexico, which could adversely affect a company’s financial operations. For example, the U.S. government has indicated that before any recipient of a deepwater drilling permit may resume drilling, (i) the operator must demonstrate that containment resources are available promptly in the event of a deepwater blowout, (ii) the chief executive officer of the operator seeking to perform deepwater drilling must certify that the operator has complied with all applicable regulations and (iii) the Bureau of Ocean Energy Management (“BOEM”) and the Bureau of Safety and Environmental Enforcement (“BSEE”) will conduct inspections of such deepwater drilling operation for compliance with the applicable regulations. Oil rig companies cannot predict when the applicable government agency will determine that any deepwater driller is in compliance with the new regulations.

Propane. Propane companies are subject to earnings variability based upon weather patterns in the locations where they operate and increases in the wholesale price of propane which reduce profit margins. In addition, propane companies are facing increased competition due to the growing availability of natural gas, fuel oil and alternative energy sources for residential heating.

Coal. Coal companies are subject to declines in the demand for and prices of coal. Demand variability can be based on weather conditions, the strength of the domestic economy, the level of coal stockpiles in their customer base, and the prices of competing sources of fuel for electric generation. They are also subject to supply variability based on geological conditions that reduce the productivity of mining operations, the availability of regulatory permits for mining activities and the availability of coal that meets the standards of the Clean Air Act of 1990, as amended.

Power Infrastructure. Power infrastructure companies are subject to many risks, including earnings variability based upon weather patterns in the locations where the company operates, the change in the demand for electricity, the cost to produce power, and the regulatory environment. Further, share prices are partly based on the interest rate environment, the sustainability and potential growth of the dividend, and the outcome of various rate cases undertaken by the company or a regulatory body.

Marine Transportation. Marine transportation (or “tanker”) companies are exposed to the highly cyclical nature of the tanker industry and may be subject to volatile changes in charter rates and vessel values, which may adversely affect the earnings of tanker companies. Fluctuations in charter rates and vessel values result from changes in the supply and demand for tanker capacity and changes in the supply and demand for oil and oil products. Changes in demand for transportation of oil over longer distances and the supply of tankers to carry that oil may materially affect the revenues, profitability and cash flows of tanker


companies. The successful operation of vessels in the charter market depends upon, among other things, obtaining profitable spot charters and minimizing time spent waiting for charters and traveling unladen to pick up cargo. The value of tanker vessels may fluctuate and could adversely affect the value of tanker company securities in the Fund’s portfolio. Declining tanker values could affect the ability of tanker companies to raise cash by limiting their ability to refinance their vessels, thereby adversely impacting tanker company liquidity. Tanker company vessels are at risk of damage or loss because of events such as mechanical failure, collision, human error, war, terrorism, piracy, cargo loss and bad weather. In addition, changing economic, regulatory and political conditions in some countries, including political and military conflicts, have from time to time resulted in attacks on vessels, mining of waterways, piracy, terrorism, labor strikes, boycotts and government requisitioning of vessels. These sorts of events could interfere with shipping lanes and result in market disruptions and a significant loss of tanker company earnings.

PIPEs Risk—The Fund may make private investments in public equities (“PIPE”). PIPE transactions typically involve the purchase of securities directly from a publicly traded company or its affiliates in a private placement transaction, typically at a discount to the market price of the company’s common stock. In a PIPE transaction, the Fund may bear the price risk from the time of pricing until the time of closing. Equity issued in this manner is often subject to transfer restrictions and is therefore less liquid than equity issued through a registered public offering. The Fund may be subject to lock-up agreements that prohibit transfers for a fixed period of time. In addition, because the sale of the securities in a PIPE transaction is not registered under the Securities Act, the securities are “restricted” and cannot be immediately resold into the public markets. The Fund may enter into a registration rights agreement with the issuer pursuant to which the issuer commits to file a resale registration statement allowing the Fund to publicly resell its securities. However, the ability of the Fund to freely transfer the shares is conditioned upon, among other things, the SEC’s preparedness to declare the resale registration statement effective and the issuer’s right to suspend the Fund’s use of the resale registration statement if the issuer is pursuing a transaction or some other material non-public event is occurring. Accordingly, PIPE securities may be subject to risks associated with illiquid securities.

Small Capitalization MLP Risk—The Fund may invest in securities of MLPs and other issuers that have comparatively smaller capitalizations relative to issuers whose securities are included in major benchmark indexes, which presents unique investment risks. These companies often have limited product lines, markets, distribution channels or financial resources, and the management of such companies may be dependent upon one or a few key people. The market movements of equity securities issued by MLPs with smaller capitalizations may be more abrupt or erratic than the market movements of equity securities of larger, more established companies or the stock market in general. Historically, smaller capitalization companies have sometimes gone through extended periods when they did not perform as well as larger companies. In addition, equity securities of smaller capitalization companies generally are less liquid than those of larger companies. This means that the Fund could have greater difficulty selling such securities at the time and price that the Fund would like.

Derivatives Risk—The Fund may invest in derivative instruments including, without limitation, options, futures, options on futures, forwards, swaps, options on swaps, structured securities and other derivatives. Investments in derivative instruments may be for both hedging and nonhedging purposes (that

is, to seek to increase total return), although suitable derivative instruments may not always be available to the Investment Adviser for these purposes. Derivative instruments can be illiquid, may disproportionately increase losses, and may have a potentially large impact on Fund performance. Losses from investments in derivative instruments can result from a lack of correlation between changes in the value of derivative instruments and the portfolio assets (if any) being hedged, the potential illiquidity of the markets for derivative instruments, the failure of the counterparty to perform its contractual obligations, or the risks arising from margin requirements and related leverage factors associated with such transactions. Losses may also arise if the Fund receives cash collateral under the transactions and some or all of that collateral is invested in the market. To the extent that cash collateral is so invested, such collateral will be subject to market depreciation or appreciation, and the Fund may be responsible for any loss that might result from its investment of the counterparty’s cash collateral. The use of these management techniques also involves the risk of loss if the Investment Adviser is incorrect in its expectation of the timing or level of fluctuations in securities prices, interest rates or currency prices. Investments in derivative instruments may be harder to value, subject to greater volatility and more likely subject to changes in tax treatment than other investments. For these reasons, the Investment Adviser’s attempts to hedge portfolio risks through the use of derivative instruments may not be successful, and the Investment Adviser may choose not to hedge certain portfolio risks. Investing for nonhedging purposes is considered a speculative practice and presents even greater risk of loss.

Leverage Risk—The use of leverage creates an opportunity for increased Common Share net investment income dividends, but also creates risks for the holders of Common Shares. There is no assurance that the Fund’s intended leveraging strategy will be successful. Leverage involves risks and special considerations for common shareholders, including the likelihood of greater volatility of NAV, market price and dividend rate of the Common Shares than a comparable portfolio without leverage; the risk that fluctuations in interest rates on borrowings and short-term debt or in the interest or dividend rates on any leverage that the Fund must pay will reduce the return to the common shareholders; the effect of leverage in a declining market, which is likely to cause a greater decline in the NAV of the Common Shares than if the Fund were not leveraged, which may result in a greater decline in the market price of the Common Shares; when the Fund uses financial leverage, the investment advisory fees payable to the Investment Adviser will be higher than if the Fund did not use leverage; and leverage may increase operating costs, which may reduce total return.

Certain types of leverage used by the Fund may result in the Fund being subject to covenants relating to asset coverage and portfolio composition requirements, or being subject to segregation requirements under the 1940 Act. These coverage, composition and segregation requirements could result in the Fund maintaining securities positions that it would otherwise liquidate, segregating assets at a time when it might be disadvantageous to do so or otherwise restricting portfolio management. Such segregation and coverage requirements will not limit or offset losses on related positions. The Fund may be subject to certain restrictions on investments imposed by guidelines of one or more rating agencies, which may issue ratings for fixed income securities or Preferred Shares issued by the Fund. These guidelines may impose asset coverage or portfolio composition requirements that are more stringent than those imposed by the 1940 Act. The Investment Adviser does not believe that these covenants or guidelines will impede it from managing the Fund’s portfolio in accordance with the Fund’s investment objective and policies.


The Fund may also engage in reverse repurchase agreements and short sales, which would create similar risks as leveraging the Fund’s investment portfolio.

Counterparty Risk—Many of the protections afforded to participants on some organized exchanges, such as the performance guarantee of an exchange clearing house, might not be available in connection with OTC transactions. Therefore, in those instances in which the Fund enters into OTC transactions, the Fund will be subject to the risk that its direct counterparty will not perform its obligations under the transactions and that the Fund will sustain losses.

Risks Related to the Fund’s Clearing Broker and Central Clearing Counterparty—The Commodity Exchange Act (the “CEA”) requires swaps and futures clearing brokers registered as “futures commission merchants” to segregate all funds received from customers with respect to any orders for the purchase or sale of U.S. domestic futures contracts and cleared swaps from the brokers’ proprietary assets. Similarly, the CEA requires each futures commission merchant to hold in separate secure accounts all funds received from customers with respect to any orders for the purchase or sale of foreign futures contracts and cleared swaps and segregate any such funds. However, all funds and other property received by a clearing broker from its customers are held by the clearing broker on a commingled basis in an omnibus account and may be invested in certain instruments permitted under applicable regulations. There is a risk that assets deposited by the Fund with any swaps or futures clearing broker as margin for futures contracts or cleared swaps may, in certain circumstances and to varying degrees for swaps and futures and options contracts, be used to satisfy losses of other clients of the Fund’s clearing broker. In addition, for both cleared swaps and futures and options contracts, the assets of the Fund might not be fully protected in the event of the Fund’s clearing broker’s bankruptcy, as the Fund would be limited to recovering only a pro rata share of all available funds segregated on behalf of the clearing broker’s customers for the relevant account class.

Similarly, the CEA requires a clearing organization approved by the Commodity Futures Trading Commission (“CFTC”) as a derivatives clearing organization to segregate all funds and other property received from a clearing member’s clients in connection with domestic cleared derivative contracts from any funds held at the clearing organization to support the clearing member’s proprietary trading. Nevertheless, all customer funds held at a clearing organization in connection with any futures contracts are held in a commingled omnibus account and are not identified to the name of the clearing member’s individual customers. All customer funds held at a clearing organization with respect to cleared swaps of customers of a clearing broker are also held in an omnibus account, but CFTC rules require that the clearing broker notify the clearing organization of the amount of the initial margin provided by the clearing broker to the clearing organization that is attributable to each customer.

With respect to futures and options contracts, a clearing organization may use assets of a non-defaulting customer held in an omnibus account of a clearing member at the clearing organization to satisfy payment obligations to the clearing organization of a defaulting customer of the clearing member that also defaults on its payment obligations to the clearing organization. With respect to cleared swaps, a clearing organization generally cannot do so, but may do so if the clearing member does not provide accurate reporting to the clearing organization as to the attribution of margin among its clients. Also, since clearing brokers generally provide to clearing organizations the net amount of variation margin required for cleared swaps for all of its customers

in the aggregate, rather than the gross amount of each customer, the Fund is subject to the risk that a clearing organization will not make variation margin payments owed to the Fund if another customer of the clearing member has suffered a loss and is in default. As a result, in the event of a default of the clearing broker’s other clients or the clearing broker’s failure to extend its own funds in connection with any such default, the Fund may not be able to recover the full amount of assets deposited by the clearing broker on behalf of the Fund with the clearing organization.

Convertible Securities Risk—The market value of convertible securities tends to decline as interest rates increase and, conversely, tends to increase as interest rates decline. In addition, because of the conversion feature, the market value of convertible securities tends to vary with fluctuations in the market value of the underlying common stock or other security. A unique feature of convertible securities is that as the market price of the underlying security declines, convertible securities tend to trade increasingly on a yield basis, and so may not experience market value declines to the same extent as the underlying security. When the market price of the underlying security increases, the prices of the convertible securities tend to rise as a reflection of the value of the underlying security.

Restricted and Illiquid Securities Risk—The Fund may invest up to 30% of its Managed Assets in illiquid securities which cannot be disposed of in seven days in the ordinary course of business at fair value. The Fund may purchase Rule 144A Securities for which there is a secondary market of qualified institutional buyers, as defined in Rule 144A promulgated under the 1933 Act. Rule 144A provides an exemption from the registration requirements of the 1933 Act for the resale of certain restricted securities to qualified institutional buyers. Investing in 144A Securities may decrease the liquidity of the Fund’s portfolio to the extent that qualified institutional buyers become for a time uninterested in purchasing these restricted securities. The purchase price and subsequent valuation of restricted and illiquid securities normally reflect a discount, which may be significant, from the market price of comparable securities for which a liquid market exists.

Investments purchased by the Fund, particularly debt securities and over-the-counter traded instruments that are liquid at the time of purchase, may subsequently become illiquid due to events relating to the issuer of the securities, markets events, economic conditions or investor perceptions. Domestic and foreign markets are becoming more and more complex and interrelated, so that events in one sector of the market or the economy, or in one geographical region, can reverberate and have negative consequences for other market, economic or regional sectors in a manner that may not be reasonably foreseen. With respect to over-the-counter traded securities, the continued viability of any over-the-counter secondary market depends on the continued willingness of dealers and other participants to purchase the instruments.

In cases where no clear indication of the value of the Fund’s portfolio instruments is available, the portfolio instruments will be valued at their fair value according to the valuation procedures approved by the Board of Trustees. These cases include, among others, situations where a security or other asset or liability does not have a price source.

Tax Risk—Tax risks associated with investments in the Fund include but are not limited to the following:

MLP Tax Risk. Much of the benefit that the Fund may derive from its investment in equity securities of MLPs is a result of MLPs generally being treated as partnerships for US federal income tax purposes. Partnerships do not pay US


federal income tax at the partnership level. Rather, each partner is allocated a share of the partnership’s income, gains, losses, deductions and expenses. A change in current tax law, or a change in the underlying business mix of a given MLP, could result in an MLP being treated as a corporation for US federal income tax purposes, which would result in the MLP being required to pay US federal income tax (as well as state and local income taxes) on its taxable income. Furthermore, an MLP could elect to reorganize as a taxable entity or corporation. There can be no guarantee that each MLP in which the Fund invests will remain structured as an MLP. A restructuring by an MLP in which the Fund invests could alter the tax status of the Fund’s investment. The classification of an MLP as a corporation for US federal income tax purposes would have the effect of reducing the amount of cash available for distribution by the MLP. If any MLP in which the Fund invests were treated as a corporation for US federal income tax purposes, it could result in a reduction of the value of the Fund’s investment in the MLP and lower income to the Fund.

To the extent that the Fund invests in the equity securities of an MLP classified as a partnership, the Fund will be required to include in its taxable income the Fund’s allocable share of the income, gains, losses and deductions recognized by each such MLP and take into account its allocable share of the MLP’s tax credits, regardless of whether the MLP distributes cash to the Fund. Based upon a review of the historic results of the type of MLPs in which the Fund intends to invest, the Fund expects that the cash distributions it will receive with respect its investments in equity securities of MLPs will exceed the taxable income allocated to the Fund from such MLPs. No assurance, however, can be given in this regard. If this expectation is not realized, the Fund will have a larger corporate income tax expense than expected, which will result in less cash available to distribute to shareholders.

The portion of an MLP’s distributions to the Fund which are not derived from the MLP’s taxable income (return of capital distributions) generally will not be taxable to the Fund unless the amount distributed exceeds the Fund’s basis in its interest in the MLP. Distributions received by the Fund from an MLP will reduce the Fund’s adjusted basis in its interest in the MLP, but not below zero. A reduced basis generally will result in an increase in the amount of gain (or decrease in the amount of loss) that will be recognized by the Fund for tax purposes on the sale of its interest in the MLP. Distributions from an MLP to the Fund in excess of the Fund’s basis in the MLP generally will be taxable to the Fund as capital gain. The Fund will not benefit from current favorable federal income tax rates on long-term capital gains because it will be taxed as a corporation for federal income tax purposes. Furthermore, any return of capital distribution received from the MLP may require the Fund to restate the character of its distributions and amend any shareholder tax reporting previously issued.

Historically, energy and certain other MLPs have been able to offset a significant portion of their taxable income with tax deductions. The Fund will incur a current income tax liability on the portion of its share of the income and gain from each MLP investment that is not offset by its share of the MLP’s tax deductions, by its share of the MLP’s tax credits or by the Fund’s net operating losses or net operating loss carryforwards, if any. The percentage of an MLP’s income that is offset by the MLP’s tax deductions will fluctuate over time. For example, new acquisitions of depreciable property by MLPs tend to generate accelerated depreciation and other tax deductions, and therefore a decline in acquisition activity by such MLPs owned by the Fund could increase the Fund’s current tax liability. If the percentage of the income allocated to the Fund that is offset by tax deductions declines, the Fund receives taxable dividends from “C” corporations that are not offset by deductions

and/or by the Fund’s allocable share of net ordinary losses with respect to investments in MLPs or the Fund’s portfolio turnover increases, the Fund could incur increased tax liabilities and the portion of the distributions paid by the Fund that is treated as tax-deferred return of capital would be reduced and the portion treated as taxable dividend income would be increased. This generally would result in lower after-tax distributions to shareholders. If the amount of the Fund distribution to US shareholders exceeds the Fund’s current and accumulated earnings and profits, such excess will be treated first as a tax-free return of capital to the extent of, and in reduction of, US shareholders’ tax basis in the shares, and thereafter as capital gain. Any such capital gain will be long-term capital gain if such US shareholder has held the applicable shares for more than one year. The portion of the distribution received by the US shareholder from the Fund that constitutes a return of capital will decrease the US shareholder’s tax basis in his or her Fund shares (but not below zero), which will result in an increase in the amount of gain (or decrease in the amount of loss) that will be recognized by the US shareholder for tax purposes on the later sale of such Fund shares.

Depreciation or other cost recovery deductions passed through to the Fund from investments in MLPs in a given year generally will reduce the Fund’s taxable income (and earnings and profits), but those deductions may be recaptured in the Fund’s taxable income (and earnings and profits) in subsequent years when the MLPs dispose of their assets or when the Fund disposes of its interests in the MLPs. When deductions are recaptured, distributions to the Fund’s shareholders may be taxable, even though the shareholders at the time of the distribution might not have held shares in the Fund at the time the deductions were taken by the Fund, and even though the Fund’s shareholders at the time of the distribution will not have corresponding economic gain on their shares at the time of the distribution.

The portion of the distributions received by the Fund each year that is considered a return of capital for tax purposes from the MLPs will not be known until the Fund receives a Schedule K-1 for that year with respect to each of its MLP investments. The Fund’s tax liability will not be known until the Fund completes its annual tax return. The Fund’s tax estimates could vary substantially from the actual liability and therefore the determination of the Fund’s actual tax liability may have a material impact on the Fund’s NAV. The payment of corporate income taxes imposed on the Fund will decrease cash available for distribution to shareholders.

Fund Structure Risk. Unlike traditional mutual funds and closed-end funds that are structured as regulated investment companies for US federal income tax purposes, the Fund will be taxable as a regular corporation, or “C” corporation, for US federal income tax purposes. This means the Fund generally will be subject to US federal income tax on its taxable income at the rates applicable to corporations (currently a maximum rate of 35%), and will also be subject to state and local income taxes.

Over the long term, the Fund intends to distribute substantially all of the Fund’s distributable cash flow received as cash distributions from MLPs, interest payments received on debt securities owned by the Fund and other payments on securities owned by the Fund, less Fund expenses. The Fund currently anticipates making distributions to its shareholders each fiscal quarter out of legally available funds. Consequently, the Fund may maintain cash reserves, borrow or may be required to sell certain investments at times when it would not otherwise be desirable to do so in order to pay the expenses of the Fund. Such sales could result in the Fund’s recognition of taxable income and gains, could result in the imposition of US federal, state


and local corporate income taxes on the Fund, and may increase the Fund’s current and accumulated earnings and profits, which would result in a greater portion of distributions to Fund shareholders being treated as dividends. This practice also could require the Fund to sell an investment at a price lower than the price at which it is valued, or lower than the price the Fund could have obtained if it were able to sell the investment at a more advantageous time.

Unlike the MLP investments in which it invests, the Fund is not a pass-through vehicle. Consequently, the tax characterization of the distributions paid by the Fund, as dividend income or return of capital, may differ greatly from those of the underlying MLPs.

Changes in tax laws or regulations, or future interpretations of such laws or regulations, could adversely affect the Fund or the MLPs in which the Fund invests. Legislation could also negatively impact the amount and tax characterization of dividends received by the Fund’s shareholders. For example, Congress could take action which would eliminate the tax benefits of depreciation, depletion and amortization deductions realized by MLPs. Alternatively, Congress could impose a tax on pass-through entities such as MLPs or eliminate the use of pass-through taxation entirely. The tax benefits of depreciation, depletion and amortization deductions realized by MLPs effectively defer the income of the MLPs and, in turn, the taxable income of the Fund. Without these benefits the Fund would be subject to current US federal, state and local corporate income taxes on a greater proportion of its allocable share of the income and gains of MLPs in which it invests, and the Fund’s ability to pay distributions treated as return-of-capital distributions (for tax purposes) or as capital gains would be reduced. Imposing a tax on pass-through entities and/or eliminating the use of pass-through taxation entirely could result in three levels of tax—at the MLP level, the Fund level and the shareholder level.

Tax Estimation/NAV Risk. Because the Fund is treated as a regular corporation, or a “C” corporation, for US federal income tax purposes, the Fund will incur tax expenses. In calculating the Fund’s NAV, the Fund will account for its current taxes and deferred tax liability and/or asset balances.

The Fund may accrue a deferred income tax liability balance at the rates applicable to corporations, plus an estimated state and local income tax rate, for its future tax liability associated with the capital appreciation of its investments and the distributions received by the Fund on equity securities of MLPs considered to be return of capital and for any net operating gains. Any deferred tax liability balance will reduce the Fund’s NAV which could have an effect on the market price of the shares. Upon the Fund’s sale of its interest in an MLP, the Fund may be liable for previously deferred taxes. The Fund may also accrue a deferred tax asset balance, which reflects an estimate of the Fund’s future tax benefit associated with net operating losses and unrealized losses. Deferred tax assets may constitute a relatively high percentage of the Fund’s NAV, thereby increasing the Fund’s NAV which could have an effect on the market price of the shares. To the extent the Fund has a deferred tax asset balance, the Fund will assess whether a valuation allowance, which would offset the value of some or all of the Fund’s deferred tax asset balance, is required, considering all positive and negative evidence related to the realization of the Fund’s deferred tax asset. To the extent a valuation allowance differs from the estimates of the Fund used in calculating the Fund’s NAV, the application of such valuation allowance could have a material impact on the Fund’s NAV which could have an effect on the market price of the shares.

An estimate of current taxes and deferred tax liability and/or asset balances is dependent upon the Fund’s net investment income and unrealized gains on investments and such expenses may vary greatly from year to year

depending on the nature of the Fund’s investments, the performance of those investments and general market conditions. Therefore, any estimate of current taxes and deferred income tax liability and/or asset balances cannot be reliably predicted from year to year. As of the date of this Prospectus, the Fund had not yet commenced investment operations, and therefore had no current taxes and deferred tax assets or liabilities.

The Fund’s deferred tax liability and/or asset balances are estimated using estimates of effective tax rates expected to apply to taxable income in the years such balances are realized. The Fund will rely to some extent on information provided by MLPs regarding the tax characterization of the distributions made by such MLPs, which may not be provided to the Fund on a timely basis, to estimate the Fund’s current taxes and deferred tax liability and/or asset balances for purposes of financial statement reporting and determining its NAV. The Fund’s estimates regarding its current taxes and deferred tax liability and/or asset balances are made in good faith; however, the daily estimate of the Fund’s current taxes and deferred tax liability and/or asset balances used to calculate the Fund’s NAV could vary dramatically from the Fund’s actual tax liability or benefit, and, as a result, the determination of the Fund’s actual tax liability or benefit may have a material impact on the Fund’s NAV. From time to time, the Fund may modify its estimates or assumptions regarding its current taxes and deferred tax liability and/or asset balances as new information becomes available. Modifications of the Fund’s estimates or assumptions regarding its current taxes and deferred tax liability and/or asset balances and any applicable valuation allowance, changes in generally accepted accounting principles or related guidance or interpretations thereof, limitations imposed on net operating losses (if any) and changes in applicable tax law could result in increases or decreases in the Fund’s NAV, which could be material. Unexpected significant decreases in cash distributions from the Fund’s MLP investments or significant declines in the fair value of its investments may change the Fund’s assessment regarding the recoverability of its deferred tax assets and may result in a valuation allowance. If a valuation allowance is required to reduce any deferred tax asset in the future, it could have a material impact on the Fund’s NAV and results of operations with respect to the Fund’s shareholders in the period it is recorded, even though the shareholders at such time might not have held shares in the Fund at the time the deferred tax asset had been established.

The Fund may acquire its target assets in varying increments at different prices over time, and the tax basis of each security may vary depending on the Fund’s receipt of one or more distributions characterized as returns of capital during the Fund’s holding period of that security. The tax basis of a security may differ significantly from the original cost or the current market value of the security, which if sold, may subject the Fund to taxation on the value received in excess of the adjusted tax basis, even if the sale price of the security is lower than its original acquisition cost. Additionally, distributions of earnings realized by the Fund from the sale of the security would generally be treated as taxable dividend income, as opposed to a non-taxable return of capital. It will be difficult for you to monitor the adjusted tax basis of each individual security in the portfolio, and therefore difficult to estimate the potential for embedded taxable gains if a security were to be sold at the current market price.

Foreign Investments Risk—The Fund may make foreign investments. Foreign investments involve special risks that are not typically associated with US dollar denominated or quoted securities of US issuers. Foreign investments may be affected by changes in currency rates, changes in foreign or US laws or restrictions applicable to such investments and changes in exchange


control regulations (e.g., currency blockage). A decline in the exchange rate of the currency (i.e., weakening of the currency against the US dollar) in which a portfolio security is quoted or denominated relative to the US dollar would reduce the value of the portfolio security. In addition, if the currency in which the Fund receives dividends, interest or other payments declines in value against the US dollar before such income is distributed as dividends to shareholders or converted to US dollars, the Fund may have to sell portfolio securities to obtain sufficient cash to pay such dividends.

Brokerage commissions, custodial services and other costs relating to investment in international securities markets generally are more expensive than in the United States. In addition, clearance and settlement procedures may be different in foreign countries and, in certain markets, such procedures have been unable to keep pace with the volume of securities transactions, thus making it difficult to conduct such transactions.

Foreign issuers are not generally subject to uniform accounting, auditing and financial reporting standards comparable to those applicable to US issuers. There may be less publicly available information about a foreign issuer than about a US issuer. In addition, there is generally less government regulation of foreign markets, companies and securities dealers than in the United States, and the legal remedies for investors may be more limited than the remedies available in the United States. Foreign securities markets may have substantially less volume than US securities markets and securities of many foreign issuers are less liquid and more volatile than securities of comparable domestic issuers. Furthermore, with respect to certain foreign countries, there is a possibility of nationalization, expropriation or confiscatory taxation, imposition of withholding or other taxes on dividend or interest payments (or, in some cases, capital gains distributions), limitations on the removal of funds or other assets from such countries, and risks of political or social instability or diplomatic developments which could adversely affect investments in those countries.

Concentration of the Fund’s assets in one or a few countries and currencies will subject the Fund to greater risks than if the Fund’s assets were not geographically concentrated.

Investments in foreign securities may take the form of sponsored and unsponsored ADRs, GDRs, EDRs or other similar instruments representing securities of foreign issuers. ADRs, GDRs and EDRs represent the right to receive securities of foreign issuers deposited in a bank or other depository. ADRs and certain GDRs are traded in the United States. GDRs may be traded in either the United States or in foreign markets. EDRs are traded primarily outside the United States. Prices of ADRs are quoted in US dollars. EDRs and GDRs are not necessarily quoted in the same currency as the underlying security.

Private Company Investments Risk—Private companies are not subject to SEC reporting requirements, are not required to maintain their accounting records in accordance with generally accepted accounting principles, and are not required to maintain effective internal controls over financial reporting. As a result, the Investment Adviser may not have timely or accurate information about the business, financial condition and results of operations of the private companies in which the Fund invests. There is risk that the Fund may invest on the basis of incomplete or inaccurate information, which may adversely affect the Fund’s investment performance. Private companies in which the Fund may invest may have limited financial resources, shorter operating histories, more asset concentration risk, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns. These companies generally have less predictable operating

results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position. These companies may have difficulty accessing the capital markets to meet future capital needs, which may limit their ability to grow or to repay their outstanding indebtedness upon maturity. In addition, the Fund’s investment also may be structured as pay-in-kind securities with minimal or no cash interest or dividends until the company meets certain growth and liquidity objectives. The securities of private portfolio companies are illiquid, making it difficult for the Fund to sell such investments.

Pre-IPO Investments Risk—Pre-IPO companies typically have limited operating histories, narrower, less established product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions, market conditions and consumer sentiment in respect of their products or services, as well as general economic downturns. Such companies may experience operating losses, which may be substantial, and there can be no assurance when or if such companies will operate at a profit. At the time of the Fund’s investment, there is generally little publicly available information about these businesses since they are primarily privately owned and the Fund may only have access to the company’s actual financial results as of and for the most recent quarter end or, in certain cases, the quarter end preceding the most recent quarter end. There can be no assurance that the information that the Fund does obtain with respect to any investment is reliable. Pre-IPO companies may have limited financial resources and may be unable to meet their obligations under their existing credit facilities (to the extent that such facilities exist), which may lead to equity financings, possibly at discounted valuations, in which the Fund could be substantially diluted if the Fund does not or cannot participate, bankruptcy or liquidation and the corresponding reduction in value or loss of the Fund’s investment. Pre-IPO companies are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on the company and, in turn, on the Fund. Continued global economic uncertainty could also result in investors becoming more risk-averse, which in turn could reduce the amount of growth capital available to the companies from both existing and new investors, could adversely affect their operating performance, and could delay liquidity paths (for example, an IPO or strategic sale/merger) for the companies. The securities of private portfolio companies are illiquid, and the inability of these portfolio companies to complete an IPO within the targeted time frame will extend the holding period of the Fund’s investments and may adversely affect the value of these investments.

Initial Public Offering Risk—An IPO is a company’s first offering of stock to the public. IPO risk is the risk that the market value of IPO shares will fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading, the small number of shares available for trading and limited information about the issuer. The purchase of IPO shares may involve high transaction costs. IPO shares are subject to market risk and liquidity risk. When the Fund’s asset base is small, a significant portion of the Fund’s performance could be attributable to investments in IPOs, because such investments would have a magnified impact on the Fund. As the Fund’s assets grow, the effect of the Fund’s investments in IPOs on the Fund’s performance probably will decline, which could reduce the Fund’s performance. Because of the price volatility of IPO shares, the Fund may choose to hold IPO shares for a very short period of time. This may increase


the turnover of the Fund’s portfolio and may lead to increased expenses to the Fund, such as commissions and other transaction costs. The Fund will generally be subject to tax on the sale of IPO shares at a gain. In addition, the market for IPO shares can be speculative and/or inactive for extended periods of time. There is no assurance that the Fund will be able to obtain allocable portions of IPO shares. The limited number of shares available for trading in some IPOs may make it more difficult for the Fund to buy or sell significant amounts of shares without an unfavorable impact on prevailing prices. Investors in IPO shares can be affected by substantial dilution in the value of their shares, by sales of additional shares and by concentration of control in existing management and principal shareholders.

Interest Rate Risk—When interest rates increase, fixed income securities or instruments held by the Fund, including MLPs, will generally decline in value. Long-term fixed income securities or instruments will normally have more price volatility because of this risk than short-term fixed income securities or instruments. Rising interest rates could increase the costs of capital thereby increasing operating costs and reducing the ability of MLPs and other companies operating in the energy sector to carry out acquisitions or expansions in a cost-effective manner. As a result, rising interest rates could negatively affect the financial performance of MLPs and other companies operating in the energy sector. Rising interest rates may also impact the price of the securities of MLPs and other companies operating in the energy sector as the yields on alternative investments increase. With interest rates now close to historic lows, the risk of a rise in interest rates is greater.

The Fund may enter into a swap or cap transaction to attempt to protect itself from increasing dividend or interest expenses resulting from increasing short-term rates. A decline in interest rates may result in a decline in the value of the swap or cap, which may result in a decline in the net asset value of the Fund. A sudden and dramatic decline in interest rates may result in a significant decline in the net asset value of the Fund.

Liquidity Risk—Although the equity securities of the MLPs in which the Fund invests generally trade on major stock exchanges, certain securities may trade less frequently, particularly those of MLPs and other issuers with smaller capitalizations. Securities with limited trading volumes may display volatile or erratic price movements. Also, the Fund may make investments that may become less liquid in response to market developments or adverse investor perceptions. In addition, the Fund may be one of the largest investors in certain sub-sectors of the energy or natural resource sectors. Thus, it may be more difficult for the Fund to buy and sell significant amounts of such securities without an unfavorable impact on prevailing market prices. Larger purchases or sales of these securities by the Fund in a short period of time may cause abnormal movements in the market price of these securities. When there is no willing buyer and investments cannot be readily sold at the desired time or price, the Fund may have to accept a lower price or may not be able to sell the security or instrument at all. An inability to sell one or more portfolio positions can adversely affect the Fund’s value or prevent the Fund from being able to take advantage of other investment opportunities.

During certain periods the liquidity of particular issuers or industries, or all securities within particular investment categories, may shrink or disappear suddenly and without warning as a result of adverse economic, market or political events, or adverse investor perceptions, whether or not accurate.

Valuation Risk—Market prices may not be readily available for some of the Fund’s investments, including MLP subordinated units, direct ownership of general partner or managing member interests and restricted or unregistered

securities of certain MLPs and private companies. The value of such securities is determined by fair valuations determined by the Board of Trustees or its designee pursuant to procedures governing the valuation of portfolio securities adopted by the Board of Trustees. Proper valuation of such securities may require more reliance on the judgment of the Investment Adviser than for valuation of securities for which an active trading market exists. As a limited partner in MLPs, the Fund includes its allocable share of the MLPs taxable income in computing its own taxable income. Deferred income taxes in the financial statements of the Fund reflect (i) taxes on unrealized gains/losses, which are attributable to the temporary difference between fair market value and the tax basis of the Fund’s assets, (ii) the net tax effects of temporary differences between the carrying amounts of such assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and (iii) the net tax benefit of accumulated net operating losses. To the extent the Fund has a deferred tax asset, consideration is given as to whether or not a valuation allowance is required. In the assessment for a valuation allowance, consideration is given to all positive and negative evidence related to the realization of the deferred tax asset. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability (which are highly dependent on future MLP cash distributions), the duration of statutory carryforward periods and the associated risk that operating loss carryforwards may expire unused.

Natural Resources Risk—The Fund may invest in MLPs and companies principally engaged in owning or developing non-energy natural resources (including timber and minerals) and industrial materials, or supplying goods or services to such companies. The Fund’s investments in natural resources issuers (including MLPs) will be subject to the risk that prices of these investments may fluctuate widely in response to the level and volatility of commodity prices; exchange rates; import controls; domestic and global competition; environmental regulation and liability for environmental damage; mandated expenditures for safety or pollution control; the success of exploration projects; depletion of resources; tax policies; and other governmental regulation. Investments in natural resources issuers can be significantly affected by changes in the supply of or demand for natural resources. The value of investments in natural resources issuers may be adversely affected by a change in inflation.

Mid-Cap and Small-Cap Risk—Investments in mid- and small-capitalization companies involve greater risk and portfolio price volatility than investments in larger capitalization stocks. Among the reasons for the greater price volatility of these investments are the less certain growth prospects of smaller firms and the lower degree of liquidity in the markets for such securities. Mid- and small-capitalization companies may be thinly traded and may have to be sold at a discount from current market prices or in small lots over an extended period of time. In addition, these securities are subject to the risk that during certain periods the liquidity of particular issuers or industries, or all securities in particular investment categories, will shrink or disappear suddenly and without warning as a result of adverse economic or market conditions, or adverse investor perceptions whether or not accurate. Because of the lack of sufficient market liquidity, the Fund may incur losses because it will be required to effect sales at a disadvantageous time and only then at a substantial drop in price. Mid- and small-capitalization companies include “unseasoned” issuers that do not have an established financial history; often have limited product lines, markets or financial resources; may depend on or use a few key personnel for management; and may be susceptible to losses and risks of bankruptcy.


Mid- and small-capitalization companies may be operating at a loss or have significant variations in operating results; may be engaged in a rapidly changing business with products subject to a substantial risk of obsolescence; may require substantial additional capital to support their operations, to finance expansion or to maintain their competitive position; and may have substantial borrowings or may otherwise have a weak financial condition. In addition, these companies may face intense competition, including competition from companies with greater financial resources, more extensive development, manufacturing, marketing, and other capabilities, and a larger number of qualified managerial and technical personnel. Transaction costs for these investments are often higher than those of larger capitalization companies. Investments in mid- and small-capitalization companies may be more difficult to price precisely than other types of securities because of their characteristics and lower trading volumes.

Delay in Use of Proceeds Risk—Although the Fund intends to invest the proceeds from the sale of the securities offered hereby as soon as practicable following the completion of this offering, such investments may be delayed if suitable investments are unavailable at the time. The trading market and volumes for securities of MLPs and energy companies may at times be less liquid than the market for other securities. Prior to the time the proceeds of this offering are invested, such proceeds may be invested in short-term money market instruments and US Government Securities, pending investment in securities of MLPs or energy companies. Income received by the Fund from these securities would subject the Fund to corporate tax before any distributions to security holders. See “Use of Proceeds” in the Fund’s prospectus.

Cash Flow Risk—The Fund expects that a substantial portion of the cash flow it receives will be derived from its investments in equity securities of MLPs. The amount and tax characterization of cash available for distribution by an MLP depends upon the amount of cash generated by such entity’s operations. Cash available for distribution by MLPs will vary widely from quarter to quarter and is affected by various factors affecting the entity’s operations. In addition to the risks described herein, operating costs, capital expenditures, acquisition costs, construction costs, exploration costs and borrowing costs may reduce the amount of cash that an MLP has available for distribution in a given period.

Capital Market Risk—Global financial markets and economic conditions have been, and continue to be, volatile due to a variety of factors. The cost of raising capital in the debt and equity capital markets has increased substantially while the ability to raise capital from those markets has diminished significantly. In particular, as a result of concerns about the general stability of financial markets and specifically the solvency of lending counterparties, the cost of raising capital from the credit markets generally has increased as many lenders and institutional investors have increased interest rates, enacted tighter lending standards, refused to refinance debt on existing terms or at all and reduced, or in some cases ceased to provide, funding to borrowers. In addition, lending counterparties under existing revolving credit facilities and other debt instruments may be unwilling or unable to meet their funding obligations. Due to these factors, MLPs may be unable to obtain new debt or equity financing on acceptable terms or at all and therefore MLPs may not be able to meet their obligations as they come due. Moreover, without adequate funding, MLPs may be unable to execute their growth strategies, complete future acquisitions, take advantage of other business opportunities or respond to competitive pressures, any of which could have a material adverse effect on their revenues and results of operations.

Competition Risk—A number of alternatives exist for investing in a portfolio of MLPs and their affiliates, including other publicly traded investment companies, structured notes, private funds, open-end funds and indexed products. These competitive conditions may adversely impact the Fund’s ability to meet its investment objective, which in turn could adversely impact our ability to make distributions or interest or Preferred share distribution payments.

Royalty Trust Risk—Royalty trusts are exposed to many of the same risks as other MLPs. The value of the equity securities of the royalty trusts in which the Fund invests may fluctuate in accordance with changes in the financial condition of those royalty trusts, the condition of equity markets generally, commodity prices, and other factors. Distributions on royalty trusts in which the Fund may invest will depend upon the declaration of distributions from the constituent royalty trusts, but there can be no assurance that those royalty trusts will pay distributions. Typically royalty trusts own the rights to royalties on the production and sales of a natural resource, including oil, gas, minerals and timber. As these deplete, production and cash flows steadily decline, which may decrease distributions. The declaration of such distributions generally depends upon various factors, including the operating performance and financial condition of the royalty trust and general economic conditions.

In many circumstances, the royalty trusts in which the Fund may invest may have limited operating histories. The value of royalty trust securities depends on factors that are not within the Fund’s control, including the financial performance of the respective issuers, interest rates, exchange rates and commodity prices (which will vary and are determined by supply and demand factors including weather and general economic and political conditions), the hedging policies employed by such issuers, issues relating to the regulation of the energy industry and operational risks relating to the energy industry.

Credit/Default Risk—An issuer or guarantor of fixed income securities or instruments held by the Fund (which may have low credit ratings) may default on its obligation to pay interest and repay principal or default on any other obligation. The credit quality of the Fund’s portfolio securities or instruments may meet the Fund’s credit quality requirements at the time of purchase but then deteriorate thereafter, and such a deterioration can occur rapidly. In certain instances, the downgrading or default of a single holding or guarantor of the Fund’s holding may impair the Fund’s liquidity and have the potential to cause significant NAV deterioration.

Strategy Risk—The Fund’s strategy of investing primarily in MLPs, resulting in its being taxed as a regular corporation, or a “C” corporation, rather than as a regulated investment company for US federal income tax purposes, is a relatively new investment strategy for funds. This strategy involves complicated and in some cases unsettled accounting, tax and valuation issues that may result in unexpected and potentially significant consequences for the Fund and its shareholders. In addition, accounting, tax and valuation procedures in this area are still developing, and there may not always be a clear consensus among industry participants as to the most appropriate approach. This may result in changes over time in the Fund’s accounting, tax and valuation practices, which, in turn, could have material adverse consequences on the Fund and its shareholders.

Other Investment Company Risk—Subject to the limitations set forth in the 1940 Act and the Fund’s governing documents or as otherwise permitted by the SEC, the Fund may acquire shares in other investment companies. When the Fund invests in other investment companies, it will bear its proportionate share of any fees and expenses borne by the other investment companies.


ETNs Risk—ETNs are senior, unsecured, unsubordinated debt securities whose returns are linked to the performance of a particular market benchmark or strategy minus applicable fees. ETNs are traded on an exchange (e.g., the NYSE) during normal trading hours. ETNs are subject to credit risk, and the value of the ETN may drop due to a downgrade in the issuer’s credit rating, despite the underlying market benchmark or strategy remaining unchanged. The value of an ETN may also be influenced by time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in underlying assets, changes in the applicable interest rates, changes in the issuer’s credit rating and economic, legal, political or geographic events that affect the referenced underlying asset.

Non-Diversification Risk—The Fund is non-diversified, meaning that the Fund is permitted to invest more of its assets in fewer issuers than “diversified” funds. Thus, the Fund may be more susceptible to adverse developments affecting any single issuer held in its portfolio, and may be more susceptible to greater losses because of these developments.

Anti-Takeover Provisions Risk—The Fund’s Declaration of Trust and Bylaws include provisions that could limit the ability of other entities or persons to acquire control of the Fund or convert the Fund to open-end status or to change the composition of the Board. Such provisions could limit the ability of shareholders to sell their shares at a premium over prevailing market prices by discouraging a third party from seeking to obtain control of the Fund. See “Additional Information About the Fund—Anti-Takeover Provisions” in the Fund’s prospectus.

Temporary Defensive Strategies Risk—When the Investment Adviser anticipates unusual market or other conditions, the Fund may temporarily depart from its primary investment strategy as a defensive measure and invest all or a portion of its assets in obligations of the US Government; commercial paper rated at least A-2 by S&P, P-2 by Moody’s or having a comparable rating by another NRSRO (or, if unrated, determined by the Investment Adviser to be of comparable credit quality); certificates of deposit; bankers’ acceptances; repurchase agreements; non-convertible preferred stocks and non-convertible corporate bonds with a remaining maturity of less than one year; ETFs; other investment companies; cash items; or any other fixed income securities that the Investment Adviser considers consistent with this strategy. To the extent that the Fund invests defensively, it may not achieve its investment objective.

REIT Risk—REITs whose underlying properties are concentrated in a particular industry or geographic region are subject to risks affecting such industries and regions. The securities of REITs involve greater risks than those associated with larger, more established companies and may be subject to more abrupt or erratic price movements because of interest rate changes, economic conditions and other factors. Securities of such issuers may lack sufficient market liquidity to enable the Fund to effect sales at an advantageous time or without a substantial drop in price.

Market Disruption and Geopolitical Risk—The terrorist attacks in the United States on September 11, 2001, had a disruptive effect on the securities markets. The ongoing U.S. military and related action in Afghanistan and instability in Pakistan, Ukraine and the Middle East, as well as the continuing threat of terrorist attacks, could have significant adverse effects on the U.S. economy, the stock market and world economies and markets generally. A similar disruption of financial markets or other terrorist attacks could adversely affect Fund service providers and/or the Fund’s operations as well as interest rates, secondary trading, credit risk, inflation and other factors

relating to the Common Shares. The Fund cannot predict the effects or likelihood of similar events in the future on the U.S. and world economies, the value of the Common Shares or the NAV of the Fund.

US Government Securities Risk—The US government may not provide financial support to US government agencies, instrumentalities or sponsored enterprises if it is not obligated to do so by law. US Government Securities issued by those agencies, instrumentalities and sponsored enterprises, including those issued by Fannie Mae, Freddie Mac and the Federal Home Loan Banks, are neither issued nor guaranteed by the United States Treasury and, therefore, are not backed by the full faith and credit of the United States. The maximum potential liability of the issuers of some US Government Securities held by the Fund may greatly exceed their current resources, including their legal right to support from the US Treasury. It is possible that issuers of US Government Securities will not have the funds to meet their payment obligations in the future. Fannie Mae and Freddie Mac have been operating under conservatorship, with the FHFA acting as their conservator, since September 2008. The entities are dependent upon the continued support of the US Department of the Treasury and FHFA in order to continue their business operations. These factors, among others, could affect the future status and role of Fannie Mae and Freddie Mac and the values of their securities and the securities which they guarantee. Additionally, the US government and its agencies and instrumentalities do not guarantee the market value of their securities, which may fluctuate.

Potential Conflicts of Interest Risk—The Investment Adviser’s investment team is often responsible for managing the Fund as well as one or more funds and other accounts, including proprietary accounts, separate accounts and other pooled investment vehicles, such as unregistered hedge funds. A portfolio manager may manage a separate account or other pooled investment vehicle which may have materially higher fee arrangements than the Fund and may also have a performance-based fee. The side-by-side management of these funds may raise potential conflicts of interest relating to cross trading, the allocation of investment opportunities and the aggregation and allocation of trades.

The Investment Adviser has a fiduciary responsibility to manage all client accounts in a fair and equitable manner. The Investment Adviser seeks to provide best execution of all securities transactions and aggregate and then allocate securities to client accounts in a fair and timely manner. To this end, the Investment Adviser has developed policies and procedures designed to mitigate and manage the potential conflicts of interest that may arise from side-by-side management. In addition, the Investment Adviser and the Fund have adopted policies limiting the circumstances under which cross-trades may be effected between the Fund and another client account. The Investment Adviser conducts periodic reviews of trades for consistency with these policies.


Goldman Sachs does not provide legal, tax or accounting advice to its clients. All investors are strongly urged to consult with their legal, tax, or accounting advisors regarding any potential transactions or investments. There is no assurance that the tax status or treatment of a proposed transaction or investment will continue in the future. Tax treatment or status may be changed by law or government action in the future or on a retroactive basis.

Although certain information has been obtained from sources believed to be reliable, we do not guarantee its accuracy, completeness or fairness. We have relied upon and assumed without independent verification, the accuracy and completeness of all information available from public sources.

Economic and market forecasts presented herein reflect our judgment as of the date of this presentation and are subject to change without notice. These forecasts do not take into account the specific investment objectives, restrictions, tax and financial situation or other needs of any specific client. Actual data will vary and may not be reflected here. These forecasts are subject to high levels of uncertainty that may affect actual performance. Accordingly, these forecasts should be viewed as merely representative of a broad range of possible outcomes. These forecasts are estimated, based on assumptions, and are subject to significant revision and may change materially as economic and market conditions change. Goldman Sachs has no obligation to provide updates or changes to these forecasts. Case studies and examples are for illustrative purposes only.

The Alerian MLP Index is a composite of the 50 most prominent energy MLPs calculated by Standards & Poor’s using a float-adjusted market capitalization methodology. “Alerian MLP Index,” “Alerian MLP Total Return Index,” “AMZ” and “AMZX” are trademarks of Alerian and their use is granted under a license from Alerian. The S&P 500 Index is an index of 500 stocks chosen for market size, liquidity and industry grouping, among other factors. The S&P 500 is designed to be a leading indicator of US equities and is meant to reflect the risk/return characteristics of the large cap universe. It is not possible to invest directly in an unmanaged index.

The Barclays Aggregate Municipal Bond Index is an unmanaged broad-based total return index composed of approximately 40,000 investment grade, fixed rate, and tax-exempt issues, with a remaining maturity of at least one year.

The Barclays Aggregate Bond Index represents an unmanaged diversified portfolio of fixed-income securities, including U.S. Treasuries, investment-grade corporate bonds, and mortgage-backed and asset-backed securities. The Index figures do not reflect any deduction for fees, expenses or taxes. It is not possible to invest directly in an unmanaged index.

The Barclays Intermediate U.S. Treasury Index includes all publicly issued, U.S. Treasury securities that have a remaining maturity of greater than or equal to 1 year and less than 10 years, are rated investment grade, and have $250 million or more of outstanding face value.

The Barclays U.S. Corporate High Yield Bond Index is a total return performance benchmark for fixed income securities having a maximum quality rating of Ba1 (as determined by Moody’s Investors Service). The Index is unmanaged and the figures for the Index do not include any deduction for fees, expenses or taxes. It is not possible to invest directly in an unmanaged index.

FTSE NAREIT North America Index consists of certain companies that own and operate income-producing real estate that have 75% or more of their respective gross invested assets in the equity or mortgage debt of commercial properties.

The S&P 500 Index is the Standard & Poor’s 500 Composite Index of 500 stocks, an unmanaged index of common stock prices. The Index is unmanaged and the figures for the Index do not include any deduction for fees, expenses or taxes. It is not possible to invest directly in an unmanaged index.

Federal Reserve US H.15 T Note Treasury Constant Maturity 10 is a debt obligation issued by the United States government that matures in 10 years. FTSE / AREIT North America Index gauges the performance of companies that develop and own real estate in North America.

This information discusses general market activity, industry or sector trends, or other broad-based economic, market or political conditions and should not be construed as research or investment advice. This material is not financial research and was not prepared by Goldman Sachs Global Investment Research (GIR). It was not prepared in compliance with applicable provisions of law designed to promote the independence of financial analysis and is not subject to a prohibition on trading following the distribution of financial research. The views and opinions expressed may differ from those of GIR or other departments or divisions of Goldman Sachs and its affiliates. Investors are urged to consult with their financial advisors before buying or selling any securities. This information may not be current and GSAM has no obligation to provide any updates.

Goldman Sachs does not provide legal, tax or accounting advice.

Views and opinions expressed are for informational purposes only and do not constitute a recommendation by GSAM to buy, sell, or hold any security. Views and opinions are current and may be subject to change, they should not be construed as investment advice.

Confidentiality No part of this material may, without GSAM’s prior written consent, be (i) copied, photocopied or duplicated in any form, by any means, or (ii) distributed to any person that is not an employee, officer, director, or authorized agent of the recipient.


Contact your Financial Advisor today to learn more about how the

Goldman Sachs MLP and Energy Renaissance Fund seeks to provide you

with exposure to this potentially transformative investment opportunity.

Not Insured By Any Government Agency

Goldman Sachs Asset Management is one of the world’s leading investment managers. With more than 2,000 professionals across 32 offices worldwide, GSAM provides institutional and individual investors with investment and advisory solutions, with strategies spanning asset classes, industries, and geographies.

Our investment solutions include fixed income, money markets, public equity, commodities, hedge funds, private equity, and real estate. Our clients access these solutions through our proprietary strategies, strategic partnerships, and our open architecture programs. Our investment teams represent over 700 investment professionals, capitalizing on the market insights, risk management expertise, and technology of Goldman Sachs. We help our clients navigate today’s dynamic markets, and identify the opportunities that shape their portfolios and long-term investment goals. We extend these global capabilities to the world’s leading pension plans, sovereign wealth funds, central banks, insurance companies, financial institutions, endowments, foundations, individuals and family offices, for which we invest or advise on more than $800 billion of assets.1

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1. As of December 31, 2013. GSAM leverages the resources of Goldman, Sachs & Co. subject to legal, internal and regulatory restrictions.©2014 Goldman Sachs. All Rights Reserved. Date of first use: April 30, 2014. 123106.MF.MED.OTU/3/2014. MLPOEB/06-14



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1. As of December 31, 2013. GSAM leverages the resources of Goldman, Sachs & Co. subject to legal, internal and regulatory restrictions.©2014 Goldman Sachs. All Rights Reserved. Date of first use: April 30, 2014. 123106.MF.MED.OTU/3/2014. MLPOEB/06-14



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1. As of June 30, 2014. GSAM leverages the resources of Goldman, Sachs & Co. subject to legal, internal and regulatory restrictions.©2014 Goldman Sachs. All Rights Reserved. Date of first use: August 26, 2014. 135669.MF.MED.TMPL/8/2014. MLPBERF/08-14

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PROSPECTUS

Subject to CompletionPreliminary Prospectus dated August 27, 2014

SharesGoldman Sachs MLP and Energy Renaissance Fund

Common Shares$20.00 per Share

Goldman Sachs MLP and Energy Renaissance Fund (the “Fund”) is a newly-organized, non-diversified, closed-endmanagement investment company with no operating history. The Fund seeks a high level of total return with an emphasis oncurrent distributions to shareholders. There can be no assurance that the Fund will achieve its investment objective or that theFund’s investment program will be successful.

Under normal market conditions, the Fund will invest at least 80% of its Managed Assets (as defined herein) in masterlimited partnerships (“MLPs”) and other energy investments. The Fund’s MLP investments may include, but are not limited to,MLPs structured as limited partnerships (“LPs”) or limited liability companies (“LLCs”); MLPs that are organized as LPs orLLCs, but taxed as “C” corporations; equity securities that represent an indirect interest in an MLP issued by an MLP affiliate,including institutional units (“I-Units”) and MLP general partner or managing member interests; “C” corporations whosepredominant assets are interests in MLPs; MLP equity securities, including MLP common units, MLP subordinated units, MLPconvertible subordinated units and MLP preferred units; private investments in public equities (“PIPEs”) issued by MLPs; MLPdebt securities; and other U.S. and non-U.S. equity and fixed income securities and derivative instruments that provide exposureto the MLP market, including pooled investment vehicles that primarily hold MLP interests and exchange-traded notes(“ETNs”). The Fund’s other energy investments may include equity and fixed income securities of U.S. and non-U.S.companies other than MLPs that (i) are classified by a third party as operating within the oil and gas storage, transportation,refining, marketing, drilling, exploration or production sub-industries or (ii) have at least 50% of their assets, income, sales orprofits committed to, or derived from, the exploration, development, production, gathering, transportation (including marine),transmission, terminal operation, processing, storage, refining, distribution, mining or marketing of natural gas, natural gasliquids (including propane), crude oil, refined petroleum products, coal, electricity or other energy sources, energy-relatedequipment or services.

(continued on inside front cover)No Prior History. Because the Fund is newly organized, its common shares of beneficial interest (the “Common

Shares”) have no history of public trading. Shares of closed-end investment companies frequently trade at a discountfrom their net asset value (“NAV”), which may increase investors’ risk of loss. This risk may be greater for investorsexpecting to sell their shares in a relatively short period of time after completion of the public offering.

It is anticipated that the Common Shares will be approved for listing on the New York Stock Exchange (“NYSE”)under the ticker symbol “GER.”

Investors should consider their investment goals, time horizons 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 completeinvestment program. Before buying any Common Shares, you should read the discussion of the principal risks ofinvesting in the Fund, which are summarized in “Prospectus Summary—Special Risk Considerations” beginning onpage 14 and in “Principal Risks of the Fund” beginning on page 68.

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

Per Share Total(3)

Public offering price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $20.00 $Sales load(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $.90 $Estimated offering expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $.04 $Proceeds, after expenses, to the Fund(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $19.06 $

(footnotes on inside front cover)The underwriters expect to deliver the Common Shares to purchasers on or about , 2014.

BofA Merrill Lynch Morgan Stanley UBS Investment Bank Wells Fargo SecuritiesCitigroup Goldman, Sachs & Co.Barclays Oppenheimer & Co. RBC Capital Markets StifelBB&T Capital Markets Baird J.J.B. Hilliard, W.L. Lyons, LLC Janney Montgomery ScottLadenburg Thalmann Maxim Group LLC Newbridge Securities Corporation Pershing LLCSouthwest Securities J.P. Turner & Company, L.L.C. Wedbush Securities Inc. Wunderlich Securities

The date of this prospectus is , 2014.

(footnotes from previous page)

(1) Goldman Sachs Asset Management, L.P. (the “Investment Adviser”) (and not the Fund) has agreed to pay from its ownassets structuring fees to Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, UBSSecurities LLC, Wells Fargo Securities, LLC, Citigroup Global Markets Inc. and RBC Capital Markets, LLC. TheInvestment Adviser (and not the Fund) may also pay certain qualifying underwriters a structuring fee, a sales incentivefee or other additional compensation in connection with the offering. Because these fees are paid by the InvestmentAdviser, they are not reflected under sales load in the table above. The Investment Adviser intends to pay compensationto, and reimburse the reasonable and documented out-of-pocket expenses incurred by, employees of one of its affiliateswho participate in the marketing of the Common Shares. See “Underwriting—Other Relationships.”

(2) The Investment Adviser has agreed to pay (i) all organizational expenses of the Fund and (ii) offering expenses (otherthan the sales load) that exceed $.04 per Common Share. The Fund will reimburse the Investment Adviser for thecompensation and reasonable and documented out-of-pocket expenses incurred by one of the Investment Adviser’saffiliates who participates in the marketing of the Common Shares, but only to the extent that such fees andreimbursements when added to all other Fund offering expenses (other than the sales load) do not exceed $.04 perCommon Share. The Fund will pay offering expenses of the Fund (other than the sales load) up to $.04 per CommonShare. Any offering expenses paid by the Fund will be deducted from the proceeds of the offering received by the Fund.After payment of such expenses, proceeds to the Fund will be $19.06 per share. The aggregate offering expenses (otherthan the sales load) to be borne by the Fund are estimated to be $ (approximately $ per Common Share);therefore, offering expenses payable by the Investment Adviser are estimated to be $ ($ per Common Share).See “Fund Fees and Expenses.”

(3) The Fund has granted the underwriters an option to purchase up to additional Common Shares at the public offeringprice, less the sales load, within 45 days of the date of this prospectus. If such option is exercised in full, the publicoffering price, sales load, estimated offering expenses and proceeds, after expenses, to the Fund will be $ ,$ , $ and $ , respectively. See “Underwriting.”

(continued from previous page)

The Fund’s MLP and other energy investments may also include companies that engage in owning,managing and transporting alternative energy assets, including alternative fuels such as ethanol, hydrogen andbiodiesel. The Fund may invest in shares of initial public offerings (“IPOs”), secondary market issuances andprivate transactions (including pre-acquisition and pre-IPO equity issuances and investments in privatecompanies).

The Fund may invest up to 20% of its Managed Assets (as defined below) in U.S. and non-U.S. equity andfixed income securities and derivative instruments that are not MLP or other energy investments.

The Fund currently expects to concentrate its investments in the energy sector, with an emphasis onmidstream MLP investments. The Fund will invest in investments across the energy value chain, includingupstream, midstream and downstream investments. Midstream MLP investments include companies that areengaged in the treatment, gathering, compression, processing, transportation, transmission, fractionation, storageand terminalling of natural gas, natural gas liquids, crude oil, refined products or coal. Midstream MLPs mayalso operate ancillary businesses including marketing of energy products and logistical services. Upstream MLPinvestments include companies that are engaged in the exploration, recovery, development and production ofcrude oil, natural gas and natural gas liquids. An upstream MLP’s cash flow and distributions are driven by theamount of oil, natural gas, natural gas liquids and crude oil produced and the demand for and price of suchcommodities. Downstream MLP investments include companies that are primarily engaged in the processing,treatment, and refining of natural gas liquids and crude oil, marketing and other “end-customer” distributionactivities relating to refined energy sources. The Fund’s MLP investments may be of any capitalization size.

“Managed Assets” means the total assets of the Fund (including any assets attributable to borrowings forinvestment purposes) minus the sum of the Fund’s accrued liabilities (other than liabilities representingborrowings for investment purposes).

Portfolio Contents. The Fund may also invest in securities and other instruments issued by income androyalty trusts and other issuers.

MLPs formed as LPs or LLCs are generally treated as partnerships for U.S. federal income tax purposes.To be treated as a partnership for U.S. federal income tax purposes, an MLP must derive at least 90% of its grossincome for each taxable year from qualifying sources, including activities such as the exploration, development,

mining, production, processing, refining, transportation, storage and certain marketing of mineral or naturalresources. MLPs are generally publicly traded, are regulated by the Securities and Exchange Commission(“SEC”) and must make public filings like any publicly traded entity. The Fund may also invest in privatelyplaced securities of publicly traded MLPs.

Tax Matters. The Fund will be treated as a regular corporation, or a “C” corporation, for U.S. federalincome tax purposes and, as a result, unlike most investment companies, is subject to federal and applicable statecorporate income tax to the extent the Fund recognizes taxable income. Given the Fund’s concentration in MLPs,the Fund is not eligible to be treated as a “regulated investment company” under the Internal Revenue Code of1986, as amended (the “Code”). The types of MLPs in which the Fund intends to invest historically have madecash distributions to limited partners or members that exceed the amount of taxable income allocable to limitedpartners or members, due to a variety of factors, including significant non-cash deductions such as depreciationand depletion. If the cash distributions exceed the taxable income reported in a particular tax year, the excesscash distributions would not be taxed as income to the Fund in that tax year but rather would be treated as areturn of capital for federal income tax purposes to the extent of the Fund’s basis in its MLP units. Similarly, theFund may distribute cash in excess of its earnings and profits (as computed for tax purposes) to its holders ofCommon Shares (“common shareholders”), which may be treated as a return of capital for tax purposes to theextent of the common shareholders’ bases in the Fund’s Common Shares. To the extent that distributions to acommon shareholder is treated as a return of capital, such shareholder’s basis in the Common Shares will bereduced, which will increase the amount of gain (or decrease the amount of loss) realized upon a subsequent saleor redemption of such shares. However, there can be no assurance that these expectations will be realized. Ifthese expectations are not realized, the Fund will have more corporate income tax expense than expected, whichwill result in less cash available to distribute to its common shareholders. Additionally, a greater portion ofdistributions to the Fund’s common shareholders would be treated as a taxable dividend, as opposed to a return ofcapital for tax purposes. See “Taxation.”

Leverage. As soon as practicable following the public offering of the Common Shares (subject to marketconditions), the Fund intends to use leverage to seek to achieve its investment objective. The Fund’s use ofleverage is subject to risks and will cause the Fund’s NAV to be more volatile than if leverage was not used. Forexample, a rise in short-term interest rates, which currently are near historically low levels, will cause the Fund’sNAV to decline more than if the Fund had not used leverage. A reduction in the Fund’s NAV and distributionsmay cause a reduction in the market price of its Common Shares. There is no assurance that the Fund’sleveraging strategies, if employed, will be successful. See “Principal Risks of the Fund—Leverage Risk.”

The Fund is permitted to obtain leverage using any form or combination of financial leverage instruments,including through funds borrowed from banks or other financial institutions (i.e., a credit facility), marginfacilities or notes issued by the Fund and the leverage attributable to similar transactions entered into by theFund. Although it has no current intention to do so, the Fund may also issue preferred shares of beneficialinterest (“Preferred Shares”) in an aggregate amount of up to 50% of the Fund’s Managed Assets immediatelyafter such issuance. The Fund initially intends to incur leverage through a credit facility representingapproximately 25-30% of the Fund’s Managed Assets, but reserves the right to incur leverage to the extentpermitted by the Investment Company Act of 1940 Act, as amended (the “1940 Act”). If the Fund uses leverage,the amount of fees paid to the Investment Adviser for its services will be higher than if the Fund does not useleverage, because the fees paid are calculated based on Managed Assets, which includes assets acquired withleverage. Therefore, the Investment Adviser has a financial incentive to use leverage, which creates a conflict ofinterest between the Investment Adviser and common shareholders, as only the common shareholders would bearthe fees and expenses incurred through the Fund’s use of leverage, including the issuance of Preferred Shares, ifany. The Fund’s willingness to use leverage, and the extent to which leverage is used at any time, will depend onmany factors. See “Fund Fees and Expenses.”

In addition, the Fund may engage in investment management techniques other than those noted above thatmay have similar effects as leverage, including, among others, forward foreign currency exchange contracts,futures contracts, call and put options (including options on futures contracts, swaps, bonds, stocks and indexes),swaps (including credit default, index, basis, total return, volatility and currency swaps), forward contracts, loansof portfolio securities, short sales, when-issued, delayed delivery or forward commitment transactions and otherderivative instruments. The Fund may use leverage opportunistically, though not at all times, and may choose to

increase or decrease its leverage, or use different types or combinations of leveraging instruments, based on theInvestment Adviser’s assessment of market conditions and the investment environment, and the costs that theFund would incur as a result of such leverage. There is no assurance that the Fund will utilize any form orcombination of leverage.

This prospectus sets forth concisely the information about the Fund that a prospective investor ought toknow before investing. You should read it carefully before you invest, and keep it for future reference. The Fundhas filed with the SEC a Statement of Additional Information (“SAI”) dated , 2014, as may be amended,containing additional information about the Fund. The SAI is incorporated by reference into this prospectus (andis legally considered part of this prospectus). The Table of Contents of the SAI appears in Appendix A of thisprospectus. The Fund also will produce both annual and semi-annual reports that will contain importantinformation about the Fund.

The Fund’s SAI is, and the annual and semi-annual reports will be, available for download at the Fund’swebsite: http://www.gsamfunds.com. Additional information about the Fund can be obtained by calling855-807-2742.

The Common Shares do not represent a deposit or an obligation of, and are not guaranteed orendorsed by, any bank or other insured depository institution, and are not federally insured by the FederalDeposit Insurance Corporation, the Federal Reserve Board or any other government agency.

You may review and obtain copies of Fund documents (including the SAI) by visiting the SEC’s publicreference room in Washington, D.C. You may also obtain copies of Fund documents, after paying a duplicatingfee, by writing to the SEC’s Public Reference Section, Washington, D.C. 20549-0102 or by electronic request to:[email protected]. Information on the operation of the public reference room may be obtained by calling theSEC at (202) 551-8090 or on the EDGAR database on the SEC’s internet site (http://www.sec.gov).

TABLE OF CONTENTS

Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Fund Fees And Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42Use Of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45The Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45General Investment Management Approach . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46Investment Objective And Strategies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48Portfolio Securities And Techniques . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50Principal Risks Of The Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69Other Portfolio Risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91Management Of The Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97Leverage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101Additional Information About The Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104Net Asset Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121Custodian And Transfer Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121Appendix A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

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

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PROSPECTUS SUMMARY

This is only a summary. This summary does not contain all of the information that you should consider beforeinvesting in the Fund. You should review the more detailed information contained in this prospectus and in theStatement of Additional Information (“SAI”), especially the information set forth in this prospectus under theheading “Principal Risks of the Fund.”

The Fund . . . . . . . . . . . . . . . . . . . . . . . . Goldman Sachs MLP and Energy Renaissance Fund (the “Fund”) is anewly organized, non-diversified, closed-end management investmentcompany with no operating history. See “The Fund.”

The Offering . . . . . . . . . . . . . . . . . . . . . . The Fund is offering common shares of beneficial interest(“Common Shares”) at $20.00 per share through a group ofunderwriters (the “Underwriters”) led by Merrill Lynch, Pierce,Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, UBSSecurities LLC, Wells Fargo Securities, LLC and Citigroup GlobalMarkets Inc. You must purchase at least 100 Common Shares ($2,000)in order to participate in this offering. The Fund has given theUnderwriters an option to purchase up to additional CommonShares. Goldman Sachs Asset Management, L.P. (“GSAM,” theFund’s “Investment Adviser”) has agreed to pay (i) all organizationalexpenses of the Fund and (ii) offering expenses (other than the salesload) that exceed $.04 per Common Share. See “Underwriting.”

Investment Objective andStrategies . . . . . . . . . . . . . . . . . . . . . . The Fund seeks a high level of total return with an emphasis on current

distributions to shareholders. There can be no assurance that the Fundwill achieve its investment objective or that the Fund’s investmentprogram will be successful.

Under normal market conditions, the Fund will invest at least 80% ofits Managed Assets in master limited partnerships (“MLPs”) and otherenergy investments. “Managed Assets” means the total assets of theFund (including any assets attributable to borrowings for investmentpurposes) minus the sum of the Fund’s accrued liabilities (other thanliabilities representing borrowings for investment purposes). The Fundmay also invest in securities and other instruments issued by incomeand royalty trusts and other issuers.

The Fund’s MLP investments may include, but are not limited to,MLPs structured as limited partnerships (“LPs”) or limited liabilitycompanies (“LLCs”); MLPs that are organized as LPs or LLCs, buttaxed as “C” corporations; equity securities that represent an indirectinterest in an MLP issued by an MLP affiliate, including institutionalunits (“I-Units”) and MLP general partner or managing memberinterests; “C” corporations whose predominant assets are interests inMLPs; MLP equity securities, including MLP common units, MLPsubordinated units, MLP convertible subordinated units and MLPpreferred units; private investments in public equities (“PIPEs”) issuedby MLPs; MLP debt securities; and other U.S. and non-U.S. equityand fixed income securities and derivative instruments that provideexposure to the MLP market, including pooled investment vehicles

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that primarily hold MLP interests and exchange-traded notes(“ETNs”). The Fund’s other energy investments may include equityand fixed income securities of U.S. and non-U.S. companies other thanMLPs that (i) are classified by a third party as operating within the oiland gas storage, transportation, refining, marketing, drilling,exploration or production sub-industries or (ii) have at least 50% oftheir assets, income, sales or profits committed to, or derived from, theexploration, development, production, gathering, transportation(including marine), transmission, terminal operation, processing,storage, refining, distribution, mining or marketing of natural gas,natural gas liquids (including propane), crude oil, refined petroleumproducts, coal, electricity or other energy sources, energy-relatedequipment or services. The Fund’s MLP and other energy investmentsmay also include companies that engage in owning, managing andtransporting alternative energy assets, including alternative fuels suchas ethanol, hydrogen and biodiesel. The Fund may invest in shares ofinitial public offerings (“IPOs”), secondary market issuances andprivate transactions (including pre-acquisition and pre-IPO equityissuances and investments in private companies). The Fund does notintend to invest more than 30% of its Managed Assets in other energyinvestments. See “Investment Objective and Strategies.”

The Fund may invest up to 20% of its Managed Assets in U.S. andnon-U.S. equity and fixed income securities and derivative instrumentsthat are not MLP or other energy investments. Such issuers may betreated as corporations for U.S. federal income tax purposes and,therefore, may not offer the tax benefits of MLP investments. See“Taxation.”

The Fund currently expects to concentrate its investments in theenergy sector, with an emphasis on midstream MLP investments. TheFund will invest in investments across the energy value chain,including upstream, midstream and downstream investments. Atvarious times, the Fund may be more heavily invested in one segmentof the energy value chain over another, and may not always beinvested in all three segments, depending on market conditions.Midstream MLP investments include companies that are engaged inthe treatment, gathering, compression, processing, transportation,transmission, fractionation, storage and terminalling of natural gas,natural gas liquids, crude oil, refined products or coal. MidstreamMLPs may also operate ancillary businesses including marketing ofenergy products and logistical services. Upstream MLP investmentsinclude companies that are engaged in the exploration, recovery,development and production of crude oil, natural gas and natural gasliquids. An upstream MLP’s cash flow and distributions are driven bythe amount of oil, natural gas, natural gas liquids and crude oilproduced and the demand for and price of such commodities.Downstream MLP investments include companies that are primarilyengaged in the processing, treatment, and refining of natural gasliquids and crude oil, marketing and other “end-customer” distributionactivities relating to refined energy sources. The Fund’s MLP

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investments may be of any capitalization size. See “ProspectusSummary—The Fund’s Investments.”

MLPs formed as LPs or LLCs are generally treated as partnerships forU.S. federal income tax purposes. To be treated as a partnership forU.S. federal income tax purposes, an MLP must derive at least 90% ofits gross income for each taxable year from qualifying sources,including activities such as the exploration, development, mining,production, processing, refining, transportation, storage and certainmarketing of mineral or natural resources. MLPs are generally publiclytraded, are regulated by the Securities and Exchange Commission(“SEC”) and must make public filings like any publicly traded entity.The Fund may also invest in privately placed securities of publiclytraded MLPs.

The Fund’s Investments . . . . . . . . . . . . Master Limited Partnerships. A MLP is an entity generally receivingpartnership taxation treatment under the Internal Revenue Code of1986, as amended (the “Code”), and whose interests or “units” aretraded on securities exchanges like shares of corporate stock. A typicalMLP consists of a general partner and limited partners; however, someentities receiving partnership taxation treatment under the Code areestablished as limited liability companies. The general partner managesthe partnership; has an ownership stake in the partnership; and istypically eligible to receive an incentive distribution. The limitedpartners provide capital to the partnership, have a limited (if any) rolein the operation and management of the partnership, and receive cashdistributions. Due to their partnership structure, MLPs generally do notpay income taxes. Holders of MLP units could potentially becomesubject to liability for all of the obligations of an MLP, if a courtdetermines that the rights of the unitholders to take certain action underthe limited partnership agreement would constitute “control” of thebusiness of that MLP, or if a court or governmental agency determinesthat the MLP is conducting business in a state without complying withthe limited partnership statute of that state. See “Principal Risks of theFund—Master Limited Partnership Risk.”

MLPs Structured as Limited Liability Companies. Some energycompanies in which the Fund may invest have been organized aslimited liability companies (“MLP LLCs”). Such MLP LLCs aregenerally treated in the same manner as MLPs organized as LPs forfederal income tax purposes. Consistent with its investment objectiveand policies, the Fund may invest in common units or other securitiesof such MLP LLCs. MLP LLC common units represent an equityownership interest in an MLP LLC, entitling the holders to a share ofthe MLP LLC’s success through distributions and/or capitalappreciation.

MLPs Taxed as “C” Corporations. Some MLPs are organized asLPs or LLCs but are taxed as “C” corporations that are subject tocorporate income tax to the extent they recognize taxable income andare subject to U.S. federal income tax on their taxable income at thegraduated rates applicable to corporations (currently a maximum rate

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of 35%) as well as state and local income taxes. Investments in units ofMLPs that are taxed as “C” corporations may not offer theadvantageous tax characteristics of investments in other MLPs.

MLP Equity Securities. Equity securities issued by MLPs generallyconsist of common units, subordinated units and preferred units, asdescribed more fully below.

MLP Common Units. The common units of many MLPs are listedand traded on U.S. securities exchanges, including the New YorkStock Exchange (“NYSE”) and the National Association of SecuritiesDealers Automated Quotations (“NASDAQ”). The Fund will purchasesuch common units through open market transactions and underwrittenofferings, but may also acquire common units through directplacements and privately negotiated transactions or PIPEs. Holders ofMLP common units typically have very limited control and votingrights. Holders of such common units are typically entitled to receive aminimum quarterly distribution (“MQD”) from the issuer, andtypically have a right, to the extent that an MLP fails to make aprevious MQD, to recover in future distributions the amount by whichthe MQD was short (“arrearage rights”). Generally, an MLP must pay(or set aside for payment) the MQD to holders of common units beforeany distributions may be paid to subordinated unit holders. In addition,incentive distributions are typically not paid to the general partner ormanaging member unless the quarterly distributions on the commonunits exceed specified threshold levels above the MQD. In the event ofa liquidation, common unit holders are intended to have a preferencewith respect to the remaining assets of the issuer over holders ofsubordinated units.

MLP Affiliates and I-Units. The Fund may invest in equity and debtsecurities that represent an indirect interest in an MLP issued byaffiliates of the MLP, including the general partners or managingmembers of MLPs and companies that own MLP general partnerinterests. Such issuers may be organized and/or taxed as “C”corporations and therefore may not offer the advantageous taxcharacteristics of MLP units. The Fund may purchase such other MLPequity securities through market transactions, but may also do sothrough direct placements.

MLP General Partner or Managing Member Interests. The generalpartner or managing member interest in an MLP is typically retainedby the original sponsors of an MLP, such as its founders, corporatepartners and entities that sell assets to the MLP. The holder of thegeneral partner or managing member interest can be liable in certaincircumstances for amounts greater than the amount of the holder’sinvestment in the general partner or managing member. MLPs haveliabilities, such as litigation, environmental liability, and regulatoryproceedings related to their business operations or transactions. To theextent that actual outcomes differ from management’s estimates,earnings would be affected. If recorded liabilities are not adequate,earnings would be reduced. To the extent that an MLP incurs liability

4

for which there was an inadequate offsetting liability recorded, or ifreserves or insurance are not available to satisfy an MLP’s liabilities,the MLP’s general partner would be liable for those amounts, whichcould be in excess of its investment in the MLP. However, MLPgeneral partners typically are structured as limited partnerships orlimited liability companies in order to limit their liability to thecreditors of the MLP to the amount of capital the general partner hasinvested in the MLP. The Fund may also invest in MLP generalpartner interests that are structured as corporations.

General partner or managing member interests often confer directboard participation rights in, and in many cases control over theoperations of, the MLP. General partner or managing member interestscan be privately held or owned by publicly traded entities. Generalpartner or managing member interests receive cash distributions,typically in an amount of up to 2% of available cash, which iscontractually defined in the partnership or limited liability companyagreement. In addition, holders of general partner or managingmember interests typically receive incentive distribution rights(“IDRs”), which provide them with an increasing share of the entity’saggregate cash distributions upon the payment of per common unitdistributions that exceed specified threshold levels above the MQD.Incentive distributions to a general partner are designed to encouragethe general partner, which controls and operates the partnership, tomaximize the partnership’s cash flow and increase distributions to thelimited partners. Due to the IDRs, general partners of MLPs havehigher distribution growth prospects than their underlying MLPs, butquarterly incentive distribution payments would also decline at agreater rate than the decline rate in quarterly distributions to commonand subordinated unit holders in the event of a reduction in the MLP’squarterly distribution. The ability of the limited partners or members toremove the general partner or managing member without cause istypically very limited. In addition, some MLPs permit the holder ofIDRs to reset, under specified circumstances, the incentive distributionlevels and receive compensation in exchange for the distribution rightsgiven up in the reset.

I-Units. I-Units represent an indirect ownership interest in an MLPand are issued by an MLP affiliate. The MLP affiliate uses theproceeds from the sale of I-Units to purchase limited partnershipinterests in its affiliated MLP. Thus, I-Units represent an indirectinterest in an MLP. I-Units have limited voting rights and are similarin that respect to MLP common units.

MLP Subordinated Units. Subordinated units, which, like commonunits, represent limited partner or member interests, are not typicallylisted or traded on an exchange. The Fund may purchase outstandingsubordinated units through negotiated transactions directly withholders of such units or newly issued subordinated units directly fromthe issuer. Holders of such subordinated units are generally entitled toreceive a distribution only after the MQD and any arrearages from

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prior quarters have been paid to holders of common units. Holders ofsubordinated units typically have the right to receive distributionsbefore any incentive distributions are payable to the general partner ormanaging member. Subordinated units generally do not providearrearage rights. Therefore, MLP subordinated units generally entailgreater risk than MLP common units. Most MLP subordinated unitsare convertible into common units after the passage of a specifiedperiod of time or upon the achievement by the issuer of specifiedfinancial goals. MLPs issue different classes of subordinated units thatmay have different voting, trading, and distribution rights. The Fundmay invest in different classes of subordinated units.

MLP Convertible Subordinated Units. MLP convertible subordinatedunits are typically issued by MLPs to founders, corporate generalpartners of MLPs, entities that sell assets to MLPs, and institutionalinvestors. Convertible subordinated units increase the likelihood that,during the subordination period, there will be available cash to bedistributed to common unitholders. MLP convertible subordinatedunits generally are not entitled to distributions until holders ofcommon units have received their specified MQD, plus any arrearages,and may receive less than common unitholders in distributions uponliquidation. Convertible subordinated unitholders generally are entitledto MQD prior to the payment of incentive distributions to the generalpartner, but are not entitled to arrearage rights. Therefore, MLPconvertible subordinated units generally entail greater risk than MLPcommon units.

MLP Preferred Units. MLP preferred units are not typically listed ortraded on an exchange. The Fund may purchase MLP preferred unitsthrough negotiated transactions directly with MLPs, affiliates of MLPsand institutional holders of such units. Holders of MLP preferred unitscan be entitled to a wide range of voting and other rights, depending onthe structure of each separate security. In most cases, holders ofpreferred units are entitled to receive distributions before distributionsare made to common unitholders that are either equal to the MQD, orset at a fixed rate that is above the MLP’s current distribution.Preferred units are senior in the capital structure to common units, butare subordinate to debt holders.

“C” Corporations with Predominant Assets in MLP Interests. “C”corporations whose predominant assets are interests in MLPs must payentity-level corporate taxes, and their shareholders are also subject totaxes on any dividends received. Investors in such “C” corporationshave voting rights while, by contrast, unitholders of MLPs are “limitedpartners” and have no role in the organizations’ operations ormanagement.

PIPEs. The Investment Adviser may elect to invest in PIPEs andother unregistered or otherwise restricted securities issued by publicMLPs and similar entities, including unregistered MLP preferred units.The Investment Adviser expects most such private securities to beliquid within six to nine months of funding, but may also invest in

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other private securities with significantly longer or shorter restrictedperiods. PIPEs involve the direct placement of equity securities to apurchaser such as the Fund. Equity issued in this manner is oftenunregistered and therefore less liquid than equity issued through apublic offering. Such private equity offerings provide issuers greaterflexibility in structure and timing as compared to public offerings.

Many MLPs rely on the private placement market as a source of equitycapital. Given the limitations in raising equity from a predominantlyretail investor base and the tax and administrative constraints tosignificant institutional participation, PIPEs have been a popularfinancing alternative with many MLPs.

Foreign Securities. The Fund may invest up to 20% of its ManagedAssets in securities of foreign issuers, including securities quoted ordenominated in a currency other than U.S. dollars. Investments inforeign securities may offer potential benefits not available frominvestments solely in U.S. dollar-denominated or quoted securities ofdomestic issuers. Such benefits may include the opportunity to investin foreign issuers that appear, in the opinion of the Investment Adviser,to offer the potential for better long term growth of capital and incomethan investments in U.S. securities, the opportunity to invest in foreigncountries with economic policies or business cycles different fromthose of the United States and the opportunity to reduce fluctuations inportfolio value by taking advantage of foreign securities markets thatdo not necessarily move in a manner parallel to U.S. markets.Investing in the securities of foreign issuers also involves, however,certain special risks, which are not typically associated with investingin U.S. dollar-denominated securities or quoted securities of U.S.issuers. Many of these risks are more pronounced for investments inemerging economies. See “Principal Risks of the Fund—ForeignInvestments Risk.”

Private Company Investments. The Fund may invest a portion of itsassets in investments in a limited number of private companyinvestments that the Fund may need to hold for several years. TheFund may invest in equity securities or debt securities, including debtsecurities issued with warrants to purchase equity securities or that areconvertible into equity securities, of private companies. The Fund’sprivate company investments may include investments in entitiesformed to own and operate particular energy infrastructure assets. Thesecurities of private portfolio companies are illiquid, making itdifficult for the Fund to sell such investments.

Pre-IPO Investments. The Fund may invest a portion of its assets inshares of companies that it believes are likely to issue securities inIPOs. Although there is a potential the pre-IPO securities that the Fundbuys may increase in value if the company does issue securities in anIPO, IPOs are risky and volatile and may cause the value of the Fund’sinvestments to decrease significantly. Also, because securities of pre-IPO companies are generally not freely or publicly tradeable, the Fundmay not have access to purchase securities in these companies in the

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amounts or at the prices the Fund desires. Securities issued by theseprivately-held companies have no trading history, and informationabout such companies may be available for very limited periods. Thecompanies that the Fund anticipates holding successful IPOs may notever issues shares in an IPO and a liquid market for their securitiesmay never develop, which may negatively affect the price at which theFund can sell any such securities and make it more difficult to sellsuch securities, which could also adversely affect the Fund’s liquidity.

Initial Public Offerings. The Fund may invest a portion of its assetsin shares of IPOs, consistent with the Fund’s investment objective andpolicies. IPOs may have a magnified impact on the performance of afund with a small asset base. The impact of IPOs on a fund’sperformance likely will decrease as such fund’s asset size increases,which could reduce such fund’s returns. IPOs may not be consistentlyavailable to the Fund for investing. IPO shares frequently are volatilein price due to the absence of a prior public market, the small numberof shares available for trading and limited information about the issuer.Therefore, the Fund may hold IPO shares for a very short period oftime. This may increase turnover and may lead to increased expenses,such as commissions and transaction costs all of which will be borneindirectly by the holders of Common Share (“common shareholders”).In addition, IPO shares can experience an immediate drop in value ifthe demand for the securities does not continue to support the offeringprice.

MLP Debt Securities. Debt securities issued by MLPs may includethose rated below investment grade (that is, rated Ba or lower byMoody’s Investors Service, Inc. (“Moody’s”), BB+ or lower byStandard & Poor’s Ratings Group (“S&P”) or comparably rated byanother nationally recognized statistical rating organization(“NRSRO”), or, if unrated, determined by the Investment Adviser tobe of comparable credit quality). These securities are commonly called“high yield” or “junk” bonds. The Fund may invest up to 20% of itsManaged Assets in below investment grade debt securities. The Fundmay invest in MLP debt securities without regard to credit quality ormaturity. Investments in such securities may not offer the taxcharacteristics of equity securities of MLPs.

Non-MLP Equity Securities. The Fund may invest in equitysecurities, including common or ordinary stocks, American DepositaryReceipts (“ADRs”), Global Depositary Receipts (“GDRs”), EuropeanDepositary Receipts (“EDRs”), preferred stock, convertible securities,investment companies (including other mutual funds or exchange-traded funds (“ETFs”)), and rights and warrants.

Non-MLP Debt Securities. The Fund may invest in debt securities ofother issuers, including debt securities rated below investment grade(that is, rated Ba or lower by Moody’s, BB+ or lower by S&P orcomparably rated by another NRSRO, or, if unrated, determined by theInvestment Adviser to be of comparable credit quality). These

8

securities are commonly called “high yield” or “junk” bonds. TheFund may invest in debt securities without regard for their maturity.

Derivatives. Generally, derivatives are financial contracts whosevalue depends upon, or is derived from, the value of an underlyingasset, reference rate or index, and may relate to individual debt orequity instruments, interest rates, currencies or currency exchangerates and related indexes. The Fund may invest up to 25% of itsManaged Assets in derivative instruments including without limitation,options, futures, options on futures, forwards, swaps, options onswaps, structured securities and other derivatives for both hedging andnonhedging purposes (that is, to seek to increase total return), althoughsuitable derivative instruments may not always be available to theInvestment Adviser for these purposes for investment. To the extentthat the security or index underlying the derivative or syntheticinstrument is or is composed of MLP investments, the Fund willinclude such derivative and synthetic instruments for the purposes ofthe Fund’s 80% policy. The Fund may sell certain securities short. See“Principal Risks of the Fund—Derivatives Risk.”

Pooled Investment Vehicles. The Fund may invest in securities ofother investment companies, subject to statutory limitations prescribedby the Investment Company Act of 1940, as amended (the “1940Act”). These limitations include in certain circumstances a prohibitionon the Fund acquiring more than 3% of the voting shares of any otherinvestment company, and a prohibition on investing more than 5% ofthe Fund’s total assets in securities of any one investment company ormore than 10% of its total assets in securities of all investmentcompanies.

ETNs. ETNs are a type of senior, unsecured, unsubordinated debtsecurity issued by financial institutions that combines both aspects ofbonds and ETFs. An ETN’s returns are based on the performance of amarket index minus fees and expenses. Similar to ETFs, ETNs arelisted on an exchange and traded in the secondary market. However,unlike an ETF, an ETN can be held until the ETN’s maturity, at whichtime the issuer is obligated to pay a return linked to the performance ofthe market index to which the ETN is linked minus certain fees. Unlikeregular bonds, ETNs do not make periodic interest payments andprincipal is not protected. ETNs are subject to credit risk and the valueof an ETN may drop due to a downgrade in the issuer’s credit rating,despite the underlying market benchmark or strategy remainingunchanged. The value of an ETN may also be influenced by time tomaturity, level of supply and demand for the ETN, volatility and lackof liquidity in underlying assets, changes in applicable interest rates,changes in the issuer’s credit rating, and economic, legal, political, orgeographic events that affect the referenced underlying asset. Whenthe Fund invests in ETNs it will bear its proportionate share of anyfees and expenses borne by the ETN. The Fund’s decision to sell itsETN holdings may be limited by the availability of a secondarymarket. In addition, although an ETN may be listed on an exchange,

9

the issuer may not be required to maintain the listing and there can beno assurance that a secondary market will exist for an ETN.

For additional information about the Fund’s investments, see“Portfolio Securities and Techniques.”

Special Tax Considerations . . . . . . . . . The Fund will be treated as a regular corporation, or a “C” corporation,for U.S. federal income tax purposes and, as a result, unlike mostinvestment companies, is subject to corporate income tax to the extentthe Fund recognizes taxable income. Given the Fund’s concentration inMLPs, the Fund is not eligible to be treated as a “regulated investmentcompany” under the Code. Accordingly, the Fund is subject to U.S.federal income tax on its taxable income at the graduated ratesapplicable to corporations (currently a maximum rate of 35%) as wellas state and local income taxes.

The types of MLPs in which the Fund intends to invest historicallyhave made cash distributions to limited partners or members thatexceed the amount of taxable income allocable to limited partners ormembers, due to a variety of factors, including significant non-cashdeductions, such as depreciation and depletion. If the cash distributionsexceed the taxable income reported in a particular tax year, the excesscash distributions would not be taxed as income to the Fund in that taxyear but rather would be treated as a return of capital for federalincome tax purposes to the extent of the Fund’s basis in its MLP units.

Shareholder Tax Features. The Fund may pay cash distributions toits common shareholders in excess of its taxable income per CommonShare, although no assurance can be given in this regard. If the Funddistributes cash from current or accumulated earnings and profits ascomputed for federal income tax purposes, such distributions willgenerally be taxable to common shareholders to the extent of suchearnings and profits in the current period as dividend income forfederal income tax purposes. Subject to certain holding period andother requirements, such dividend income will generally be eligible forthe dividends received deduction in the case of corporate shareholdersand will generally be treated as “qualified dividend income” forshareholders taxed as individuals and will be eligible for reduced ratesof taxation. If the Fund’s distributions exceed its current andaccumulated earnings and profits as computed for federal income taxpurposes, such excess distributions will constitute a non-taxable returnof capital to the extent of a common shareholders’ basis in the Fund’sCommon Shares and will result in a reduction of such basis. To theextent that excess exceeds a common shareholder’s basis in the Fund’sCommon Shares, the excess will be taxed as capital gain. The Fundexpects that a significant portion of its distributions to its commonshareholders will constitute a non-taxable return of capital and willreduce their bases in the Common Shares. However, there can be noassurance that these expectations will be realized. If these expectationsare not realized, the Fund will have more corporate income taxexpense than expected, which will result in less cash available todistribute to its common shareholders. Additionally, a greater portion

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of distributions to the Fund’s common shareholders would be treatedas a taxable dividend, as opposed to a return of capital for taxpurposes. Upon the sale of Common Shares, a common shareholdergenerally will recognize capital gain or loss measured by thedifference between the sale proceeds received by the Fund’s commonshareholder and the holder’s federal income tax basis in the CommonShares sold, as adjusted to reflect return of capital. See “Taxation.”

Leverage . . . . . . . . . . . . . . . . . . . . . . . . . As soon as practicable following the public offering of the CommonShares (subject to market conditions), the Fund intends to use leverageto seek to achieve its investment objective. The Fund’s use of leverageis subject to risks and will cause the Fund’s net asset value (“NAV”) tobe more volatile than if leverage was not used. For example, a rise inshort-term interest rates, which currently are near historically lowlevels, will cause the Fund’s NAV to decline more than if the Fund hadnot used leverage. A reduction in the Fund’s NAV, market price anddistributions may cause a reduction in the market price of its CommonShares. There is no assurance that the Fund’s leveraging strategies willbe successful. See “Principal Risks of the Fund—Leverage Risk.”

The Fund is permitted to obtain leverage using any form orcombination of financial leverage instruments, including through fundsborrowed from banks or other financial institutions (i.e., a creditfacility), margin facilities or notes issued by the Fund and the leverageattributable to similar transactions entered into by the Fund. Althoughit has no current intention to do so, the Fund may also issue preferredshares of beneficial interest (“Preferred Shares”) in an aggregateamount of up to 50% of the Fund’s Managed Assets immediately aftersuch issuance. The Fund initially intends to incur leverage through acredit facility representing approximately 25-30% of the Fund’sManaged Assets, but reserves the right to incur leverage to the extentpermitted by the 1940 Act. If the Fund uses leverage, the amount offees paid to the Investment Adviser for its services will be higher thanif the Fund does not use leverage, because the fees paid are calculatedbased on Managed Assets, which includes assets acquired withleverage. Therefore, the Investment Adviser has a financial incentiveto use leverage, which creates a conflict of interest between theInvestment Adviser and common shareholders, as only the commonshareholders would bear the fees and expenses incurred through theFund’s use of leverage, including the issuance of Preferred Shares, ifany. The Fund’s willingness to use leverage, and the extent to whichleverage is used at any time, will depend on many factors. See “FundFees and Expenses.”

In addition, the Fund may engage in investment managementtechniques other than those noted above that may have similar effectsas leverage, including, among others, forward foreign currencyexchange contracts, futures contracts, call and put options (includingoptions on futures contracts, swaps, bonds, stocks and indexes), swaps(including credit default, index, basis, total return, volatility andcurrency swaps), forward contracts, loans of portfolio securities, short

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sales, when-issued, delayed delivery or forward commitmenttransactions and other derivative instruments. The Fund may useleverage opportunistically, though not at all times, and may choose toincrease or decrease its leverage, or use different types orcombinations of leveraging instruments, based on the InvestmentAdviser’s assessment of market conditions and the investmentenvironment, and the costs that the Fund would incur as a result ofsuch leverage. There is no assurance that the Fund will utilize anyform or combination of leverage.

Investment Adviser . . . . . . . . . . . . . . . . Goldman Sachs Asset Management, L.P., a registered investmentadviser, serves as the investment adviser of the Fund. Subject to thesupervision of the Fund’s Board of Trustees, the Investment Adviserprovides day-to-day advice regarding the Fund’s portfolio transactions,manages the Fund’s portfolio and is responsible for the Fund’sbusiness affairs and other administrative matters. In addition, GSAMperforms administrative and management services necessary for theoperation of the Fund, such as (1) supervising all non-advisoryoperations of the Fund; (2) providing personnel to perform necessaryexecutive, administrative and clerical services to the Fund;(3) arranging for the preparation of all required tax returns, reports andnotices to shareholders, prospectuses and statements of additionalinformation and other reports filed with the SEC and other regulatoryauthorities; (4) maintaining the records of the Fund; and (5) providingoffice space and all necessary office equipment and services.

As compensation for its services and its assumption of certainexpenses, the Investment Adviser is entitled to the following fees,computed daily and payable monthly, at the following annual rate (as apercentage of the Fund’s average daily Managed Assets): 1.00%.

The Investment Adviser is located at 200 West Street, New York, NewYork 10282. The Investment Adviser has been registered as aninvestment adviser with the SEC since 1990 and is a subsidiary of TheGoldman Sachs Group, Inc., a bank holding company and an affiliateof Goldman, Sachs & Co. (“Goldman Sachs”). As of June 30, 2014,the Investment Adviser, including its investment advisory affiliates,had assets under management of approximately $992.3 billion. See“Management of the Fund.”

Distributions . . . . . . . . . . . . . . . . . . . . . Over the long term, the Fund intends to distribute substantially all ofthe Fund’s distributable cash flow received as cash distributions fromMLPs, interest payments received on debt securities owned by theFund and other payments on securities owned by the Fund, less Fundexpenses. To permit the Fund to maintain more stable quarterlydistributions, the distributions paid by the Fund for any particularquarterly period may be more or less than the amount of netinvestment income actually earned by the Fund during the period, andthe Fund may have to sell a portion of its investment portfolio to makea distribution at a time when independent investment judgment mightnot dictate such action. The Fund currently anticipates makingdistributions to its shareholders each fiscal quarter out of legally

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available funds. The Fund expects to declare the initial quarterlydividend on the Fund’s Common Shares approximately 45 days aftercompletion of this offering and to pay that initial quarterly dividendapproximately 60 to 90 days after completion of this offering,depending on market conditions.

Due to the tax treatment under current law of cash distributionsmade by MLPs in which the Fund invests, the Fund may distributecash in excess of its earnings and profits (as computed for taxpurposes) to its common shareholders, which may be treated as areturn of capital for tax purposes to the extent of the commonshareholders’ bases in the Fund’s Common Shares. To the extentthat distributions to a common shareholder are treated as a returnof capital, such shareholder’s basis in the Common Shares will bereduced, which will increase the amount of gain (or decrease theamount of loss) realized upon a subsequent sale of such shares. Insome cases, all or a portion of a distribution that is treated as areturn of capital for tax purposes could be a return of ashareholder’s investment from an economic perspective. For amore detailed discussion of the taxation of distributions made bythe Fund, please see “Taxation—Federal Income Taxation ofHolders of the Fund’s Shares—U.S. Shareholders-Receipt ofDistributions.”

Pursuant to the requirements of the 1940 Act, in the event the Fundmakes a quarterly distribution from sources other than income, a noticewill accompany the quarterly distribution with respect to the estimatedsource of the distribution made. Such notices will describe the portion,if any, of the quarterly dividend which, in the Fund’s good faithjudgment, constitutes long-term capital gain, short-term capital gain,investment income or a return of capital. The actual character of suchdividend distributions for U.S. federal income tax purposes, however,will only be determined finally by the Fund at the close of its fiscalyear, based on the Fund’s full year performance and its actual netincome and net capital gains for the year, which may result in arecharacterization of amounts distributed during such fiscal year fromthe characterization in the quarterly estimates.

The Fund reserves the right to change its distribution policy and thebasis for establishing the rate of its quarterly distributions at any timeand may do so without prior notice to common shareholders. Paymentof future distributions is subject to approval by the Fund’s Board ofTrustees, as well as meeting the covenants under any credit facilitiesand the asset coverage requirements of the 1940 Act. See “AdditionalInformation About the Fund—Distributions.”

Dividend Reinvestment Plan . . . . . . . . Common shareholders will automatically have all dividends anddistributions reinvested in Common Shares of the Fund in accordancewith the Fund’s dividend reinvestment plan (the “DividendReinvestment Plan”), unless an election is made to receive cash bycontacting the Plan Agent (as defined herein), at Computershare TrustCompany, N.A, 211 Quality Circle, Suite 210, College Station,

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TX 77845; by calling 855-807-2742; or through the Plan Agent’swebsite at www.computershare.com/investor. See “AdditionalInformation about the Fund—Dividend Reinvestment Plan.”

Listing . . . . . . . . . . . . . . . . . . . . . . . . . . . It is anticipated that the Common Shares will be approved for listingon the NYSE under the ticker symbol “GER.”

Accounting Agent, Custodian andTransfer and Plan Agent . . . . . . . . . State Street Bank and Trust Company (“State Street”) will serve as the

Fund’s Custodian. Computershare Trust Company, N.A. andComputershare Inc. (“Computershare”) will serve as the Fund’sTransfer and Plan Agent. State Street will serve as the fund accountingagent to the Fund under an Enhanced Accounting Services Agreement.See “Management of the Fund—Other Service Providers.”

Market Price of Common Shares . . . . Shares of closed-end funds listed for trading on a securities exchangefrequently trade at a discount from NAV. The market price of suchshares may be affected by NAV, dividend or distribution levels andtheir stability (which in turn will be affected by levels of distributions,dividend or interest payments by the Fund’s portfolio holdings, thetiming and success of the Fund’s investment strategies, regulationsaffecting the timing and character of Fund distributions, Fundexpenses and other factors), supply of and demand for the shares,trading volume of the shares, general market, interest rate andeconomic conditions and other factors beyond the control of a closed-end fund. The foregoing factors, among others, may result in themarket price of the Common Shares being greater than, less than orequal to NAV. See “Principal Risks of the Fund—Leverage Risk,”“Additional Information about the Fund—Description of Shares” andthe section of the SAI with the heading “Shares of the Fund.” TheCommon Shares are designed primarily for long-term investors andyou should not purchase Common Shares of the Fund if you intend tosell them shortly after purchase.

Special Risk Considerations . . . . . . . . . The following are the principal risks of investing in the Fund.

No Operating History. The Fund is a newly organized, non-diversified, closed-end management investment company with nooperating history. Investors will not have the opportunity to evaluatehistorical data or assess any of the Fund’s potential investments priorto purchasing Common Shares. It is designed for long-term investingand not as a vehicle for trading. This risk may be greater for investorsexpecting to sell their shares in a relatively short period of time aftercompletion of the public offering.

Investment Risk. The value of the instruments in which the Fundinvests may go up or down in response to the prospects of individualcompanies, particular sectors or governments and/or general economicconditions throughout the world due to increasingly interconnectedglobal economies and financial markets. Price changes may betemporary or last for extended periods. The Fund’s investments maybe overweighted from time to time in one or more sectors or countries,which will increase the Fund’s exposure to risk of loss from adverse

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developments affecting those sectors or countries. The Fund intends touse leverage, which will magnify the Fund’s investment, market andcertain other risks.

Market Risk. An investment in Common Shares represents anindirect investment in the securities owned by the Fund, a significantportion of which are traded on a national securities exchange or in theover-the-counter (“OTC”) markets. The value of these securities, likeother investments, may move up or down, sometimes rapidly andunpredictably. Your Common Shares at any point in time may beworth less than what you invested, even after taking into account thereinvestment of Fund dividends and distributions. The Fund mayutilize leverage, which magnifies the market risk. See “Leverage.”

Market Discount Risk. Shares of closed-end investment companiesfrequently trade at a discount from their NAV. This characteristic is arisk separate and distinct from the risk that the Fund’s NAV perCommon Share could decrease as a result of its investment activitiesand may be greater for investors expecting to sell their CommonShares in a relatively short period of time following completion of thisoffering. The NAV per Common Share will be reduced immediatelyfollowing this offering as a result of the payment of certain offeringcosts. Although the value of the Fund’s net assets is generallyconsidered by market participants in determining whether to purchaseor sell Common Shares, whether investors will realize gains or lossesupon the sale of the Common Shares will depend entirely uponwhether the market price of the Common Shares at the time of sale isabove or below the investor’s purchase price for the Common Shares.Because the market price of the Common Shares will be determined byfactors such as (i) NAV, (ii) dividend and distribution levels and theirstability (which will in turn be affected by levels of distributions,dividend and interest payments by the Fund’s portfolio holdings, thetiming and success of the Fund’s investment strategies, regulationsaffecting the timing and character of Fund distributions, Fundexpenses and other factors), (iii) supply of and demand for theCommon Shares, (iv) trading volume of the Common Shares,(v) general market, interest rate and economic conditions and (vi) otherfactors that may be beyond the control of the Fund. The Fund cannotpredict whether the Common Shares will trade at, below or aboveNAV or at, below or above the initial public offering price.

Master Limited Partnership Risk. Investments in securities of MLPsinvolve risks that differ from investments in common stock, includingrisks related to limited control and limited rights to vote on mattersaffecting MLPs, risks related to potential conflicts of interest betweenan MLP and the MLP’s general partner, cash flow risks, dilution risksand risks related to the general partner’s right to require unit-holders tosell their common units at an undesirable time or price. Many of theFund’s investments in MLPs will be subject to legal and otherrestrictions on resale or will otherwise be less liquid than publiclytraded securities. Certain MLP securities may trade in lower volumes

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due to their smaller capitalizations. Accordingly, those MLPs may besubject to more abrupt or erratic price movements and may lacksufficient market liquidity to enable the Fund to effect sales at anadvantageous time or without a substantial drop in price. Investment inthose MLPs may restrict the Fund’s ability to take advantage of otherinvestment opportunities. If the Fund is one of the largest investors incertain MLPs, it may be more difficult for the Fund to buy and sellsignificant amounts of such investments without an unfavorableimpact on prevailing market prices. Larger purchases or sales of MLPinvestments by the Fund in a short period of time may cause abnormalmovements in the market price of these investments. As a result, theseinvestments may be difficult to dispose of at a fair price at the timeswhen the Fund believes it is desirable to do so. MLPs are generallyconsidered interest-rate sensitive investments. During periods ofinterest rate volatility, these investments may not provide attractivereturns, which may adversely impact the overall performance of theFund.

The Fund’s ability to meet its investment objective will depend largelyon the amount of the distributions it receives from the MLPs (inrelation to the taxable income, gains, losses, and deductions allocatedto it). The amount and tax characterization of cash available fordistribution by an MLP depends upon the amount of cash generated bysuch entity’s operations. Cash available for distribution by MLPs willvary widely from quarter to quarter and is affected by various factorsaffecting the entity’s operations. In addition to the risks describedherein, operating costs, capital expenditures, acquisition costs,construction costs, exploration costs and borrowing costs may reducethe amount of cash that an MLP has available for distribution in agiven period. MLPs have the ability to modify their distributionpolicies from time to time without input from or approval of the Fund.

Conflicts of interest may arise from incentive distribution paymentspaid to the general partner, or referral of business opportunities by thegeneral partner or one of its affiliates to an entity other than the MLP.Holders of general partner or managing member interests typicallyreceive incentive distribution rights, which provide them with anincreasing share of the entity’s aggregate cash distributions upon thepayment of per common unit distributions that exceed specifiedthreshold levels above the MQD. Due to the incentive distributionrights, general partners of MLPs have higher distribution growthprospects than their underlying MLPs, but quarterly incentivedistribution payments would also decline at a greater rate than thedecline rate in quarterly distributions to common and subordinated unitholders in the event of a reduction in the MLP’s quarterly distribution.The ability of the limited partners or members to remove the generalpartner or managing member without cause is typically very limited. Inaddition, some MLPs permit the holder of incentive distribution rightsto reset, under specified circumstances, the incentive distributionlevels and receive compensation in exchange for the distribution rightsgiven up in the reset.

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MLPs are subject to various risks related to the underlying operatingcompanies they control, including dependence upon specializedmanagement skills and the risk that those operating companies maylack or have limited operating histories. The success of the Fund’sinvestments in an MLP will vary depending on the underlying industryrepresented by the MLP’s portfolio. Certain MLPs in which the Fundmay invest depend upon their parent or sponsor entities for themajority of their revenues. If the parent or sponsor entities fail to makepayments or satisfy their obligations to an MLP, the revenues and cashflows of that MLP and ability of that MLP to make distributions to unitholders such as the Fund would be adversely affected.

Certain MLPs in which the Fund may invest depend upon a limitednumber of customers for substantially all of their revenue. Similarly,certain MLPs in which the Fund may invest depend upon a limitednumber of suppliers of goods or services to continue their operations.The loss of those customers or suppliers could have a material adverseeffect on an MLP’s results of operations and cash flow, and on itsability to make distributions to unit holders such as the Fund.

The Fund is not responsible for operating MLPs and similar entitiesand cannot control or monitor their compliance with applicable tax,securities and other laws and regulations necessary for the profitabilityof such investments. Holders of MLP units could potentially becomesubject to liability for all of the obligations of an MLP, if a courtdetermines that the rights of the unitholders to take certain actionunder the limited partnership agreement would constitute “control” ofthe business of that MLP, or if a court or governmental agencydetermines that the MLP is conducting business in a state withoutcomplying with the limited partnership statute of that state.Furthermore, the structures and terms of the MLPs and other entitiesdescribed in this Prospectus may not be indicative of the structure andterms of every entity in which the Fund invests. Although the MLPsector has grown significantly in recent years, such market trends maynot continue due to economic conditions, which are not predictable, orother factors. See “Principal Risks—Master Limited Partnership Risk.”

Equity Securities Risk. A substantial percentage of the Fund’s assetsare invested in equity securities, including MLP common units, MLPsubordinated units, MLP preferred units, equity securities of MLPaffiliates, including I-Units, and common stocks of other issuers.Equity risk is the risk that MLP units or other equity securities held bythe Fund will fall due to general market or economic conditions,perceptions regarding the industries in which the issuers of securitiesheld by the Fund participate, changes in interest rates, and theparticular circumstances and performance of particular companieswhose securities the Fund holds. The price of an equity security of anissuer may be particularly sensitive to general movements in the stockmarket, or a drop in the stock market may depress the price of most orall of the equity securities held by the Fund. In addition, MLP units orother equity securities held by the Fund may decline in price if the

17

issuer fails to make anticipated distributions or dividend paymentsbecause, among other reasons, the issuer experiences a decline in itsfinancial condition. Prices and volatilities of I-Units tend to correlateto the price of MLP common units. Holders of I-Units are subject tothe same risks as holders of MLP common units.

Energy Sector Risk. Many MLPs and other entities in which theFund may invest operate oil, gas or petroleum facilities, or otherfacilities within the energy sector. As a result, the Fund will beconcentrated in the energy sector, and will therefore be susceptible toadverse economic, environmental or regulatory occurrences affectingthat sector. A downturn in the energy sector could have a larger impacton the Fund than on funds that are broadly diversified across manysectors and industries. At times, the performance of securities ofcompanies in the energy sector may lag behind the performance ofother sectors or industries or the broader market as a whole. MLPs andother companies operating in the energy sector are subject to specificrisks, including, but not limited to, the following:

Commodity Pricing Risk. MLPs and other companies operating inthe energy sector may be affected by fluctuations in the prices ofenergy commodities, including, for example, natural gas, natural gasliquids, crude oil and coal in the short-term and long-term.Fluctuations in energy commodity prices would impact directlycompanies that own such energy commodities and could impactindirectly companies that engage in transportation, storage, processing,distribution or marketing of such energy commodities. Fluctuations inenergy commodity prices can result from changes in general economicconditions or political circumstances (especially of key energyproducing and consuming countries); market conditions; weatherpatterns; domestic production levels; volume of imports; energyconservation; domestic and foreign governmental regulation;international politics; policies of the Organization of PetroleumExporting Countries (“OPEC”); taxation; tariffs; and the availabilityand costs of local, intrastate and interstate transportation methods. Theenergy sector as a whole may also be impacted by the perception thatthe performance of energy sector companies is directly linked tocommodity prices. High commodity prices may drive further energyconservation efforts, and a slowing economy may adversely impactenergy consumption, which may adversely affect the performance ofMLPs and other companies operating in the energy sector.

Supply and Demand Risk. MLPs and other companies operating inthe energy sector may be impacted by the levels of supply and demandfor energy commodities. The volume of production of energycommodities and the volume of energy commodities available fortransportation, storage, processing or distribution could be affected bya variety of factors, including depletion of resources; depressedcommodity prices; catastrophic events; labor relations; increasedenvironmental or other governmental regulation; equipmentmalfunctions and maintenance difficulties; import volumes;

18

international politics, policies of OPEC; and increased competitionfrom alternative energy sources. Alternatively, a decline in demand forenergy commodities could result from factors such as adverseeconomic conditions (especially in key energy-consuming countries);increased taxation; increased environmental or other governmentalregulation; increased fuel economy; increased energy conservation oruse of alternative energy sources; legislation intended to promote theuse of alternative energy sources; or increased commodity prices.

Depletion Risk. Energy reserves naturally deplete as they areconsumed over time. MLPs and other companies operating in theenergy sector rely on the expansion of reserves through exploration ofnew sources of supply or the development of existing sources in orderto grow or maintain their revenues. The financial performance ofMLPs and other companies operating in the energy sector may beadversely affected if they, or the companies to which they provideservices, are unable to cost-effectively acquire additional energydeposits sufficient to replace the natural decline of existing reserves. Ifan energy company is not able to raise capital on favorable terms, itmay not be able to add to or maintain its reserves.

Environmental and Regulatory Risk. The energy sector is highlyregulated. MLPs and other companies operating in the energy sectorare subject to significant regulation of nearly every aspect of theiroperations by federal, state and local governmental agencies. Suchregulation can change over time in both scope and intensity. Forexample, a particular by-product may be declared hazardous by aregulatory agency and unexpectedly increase production costs. Variousgovernmental authorities have the power to enforce compliance withthese regulations and the permits issued under them, and violators aresubject to administrative, civil and criminal penalties, including civilfines, injunctions or both.

There is an inherent risk that MLPs and other companies operating inthe energy sector may incur environmental costs and liabilities due tothe nature of their businesses and the substances they handle. Forexample, an accidental release from wells or energy assets couldsubject an MLP to substantial liabilities for environmental cleanup andrestoration costs, claims made by neighboring landowners and otherthird parties for personal injury and property damage, and fines orpenalties for related violations of environmental laws or regulations.

Specifically, the operations of wells, gathering systems, pipelines,refineries and other facilities are subject to stringent and complexfederal, state and local environmental laws and regulations. Theseinclude, for example: the Federal Clean Air Act and comparable statelaws and regulations that impose obligations related to air emissions;the Federal Clean Water Act and comparable state laws andregulations that impose obligations related to discharges of pollutantsinto regulated bodies of water; the Federal Resource Conservation andRecovery Act and comparable state laws and regulations that impose

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requirements for the handling and disposal of waste from facilities;and the Federal Comprehensive Environmental Response,Compensation and Liability Act of 1980, also known as “Superfund,”and comparable state laws and regulations that regulate the cleanup ofhazardous substances that may have been released at propertiescurrently or previously owned or operated by MLPs or at locations towhich they have sent waste for disposal.

Pipeline MLPs and other pipeline companies are subject to regulationby the Federal Energy Regulatory Commission (“FERC”) with respectto tariff rates these companies may charge for interstate pipelinetransportation services. An adverse determination by FERC withrespect to the tariff rates of a pipeline MLP could have a materialadverse effect on the business, financial condition, results ofoperations, cash flows and prospects of that pipeline MLP and itsability to make cash distributions to its equity owners. Moreover, thepossibility exists that stricter laws, regulations or enforcement policiescould be enacted in the future that would significantly increasecompliance costs and remediation costs, thus adversely affecting thefinancial performance of MLPs. MLPs may not be able to recoverremediation costs from insurance.

Hydraulic fracturing, or “fracking,” is a relatively new technique forreleasing and extracting oil and natural gas trapped in undergroundshale formations. The fracking sector is facing allegations fromenvironmentalists and some landowners that the technique may causeserious difficulties, which has led to uncertainty about the nature,extent, and cost of the environmental regulation to which it mayultimately be subject.

Voluntary initiatives and mandatory controls have been adopted or arebeing discussed both in the United States and worldwide to reduceemissions of “greenhouse gases” such as carbon dioxide, a by-productof burning fossil fuels, and methane, the major constituent of naturalgas, which many scientists and policymakers believe contribute toglobal climate change. These measures and future measures couldresult in increased costs to certain MLPs and other companies in whichthe Fund may invest to operate and maintain facilities and administerand manage a greenhouse gas emissions program and may reducedemand for fuels that generate green house gases and that are managedor produced by MLPs and other companies in which the Fund mayinvest.

In the wake of a Supreme Court decision holding that the U.S.Environmental Protection Agency (“EPA”) has legal authority to dealwith climate change under the Clean Air Act, the EPA and the U.S.Department of Transportation jointly wrote regulations to cut gasolineuse and control greenhouse gas emissions from cars and trucks. TheEPA has also taken action to require certain entities to measure andreport greenhouse gas emissions, and certain facilities may be requiredto control emissions of greenhouse gases pursuant to EPA airpermitting and other regulatory programs. These measures, and other

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programs addressing greenhouse gas emissions, could reduce demandfor energy and/or raise prices, which may adversely affect the totalreturn of certain of the Fund’s investments.

Weather Risk. Weather plays a role in the seasonality of some MLPs’cash flows. MLPs and other companies in the propane sector, forexample, rely on the winter season to generate almost all of theirearnings. In an unusually warm winter season, propane MLPsexperience decreased demand for their product. Although most MLPscan reasonably predict seasonal weather demand based on normalweather patterns, extreme weather conditions, such as hurricanes, canadversely affect performance and cash flows of MLPs.

Cyclical Industry Risk. The energy industry is cyclical and from timeto time may experience a shortage of drilling rigs, equipment, supplies,or qualified personnel, or due to significant demand, such services maynot be available on commercially reasonable terms. An MLP’s abilityto successfully and timely complete capital improvements to existingor other capital projects is contingent upon many variables. Should anysuch efforts be unsuccessful, an MLP could be subject to additionalcosts and/or the write-off of its investment in the project orimprovement. The marketability of oil and gas production depends inlarge part on the availability, proximity and capacity of pipelinesystems owned by third parties. Oil and gas properties are subject toroyalty interests, liens and other burdens, encumbrances, easements orrestrictions, all of which could impact the production of a particularMLP. Oil and gas MLPs operate in a highly competitive and cyclicalindustry, with intense price competition. A significant portion of theirrevenues may depend on a relatively small number of customers,including governmental entities and utilities.

Catastrophic Event Risk. MLPs and other companies operating in theenergy sector are subject to many dangers inherent in the production,exploration, management, transportation, processing and distributionof natural gas, natural gas liquids, crude oil, refined petroleum andpetroleum products and other hydrocarbons. These dangers includeleaks, fires, explosions, damage to facilities and equipment resultingfrom natural disasters, inadvertent damage to facilities and equipmentand terrorist acts. Since the September 11 terrorist attacks, the U.S.government has issued warnings that energy assets, specifically U.S.pipeline infrastructure, may be targeted in future terrorist attacks.These dangers give rise to risks of substantial losses as a result of lossor destruction of commodity reserves; damage to or destruction ofproperty, facilities and equipment; pollution and environmentaldamage; and personal injury or loss of life. Any occurrence of suchcatastrophic events could bring about a limitation, suspension ordiscontinuation of the operations of MLPs and other companiesoperating in the energy sector. MLPs and other companies operating inthe energy sector may not be fully insured against all risks inherent intheir business operations and therefore accidents and catastrophic

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events could adversely affect such companies’ financial conditions andability to pay distributions to shareholders.

Acquisition Risk. MLPs owned by the Fund may depend on theirability to make acquisitions that increase adjusted operating surplusper unit in order to increase distributions to unit holders. The ability ofsuch MLPs to make future acquisitions is dependent on their ability toidentify suitable targets, negotiate favorable purchase contracts, obtainacceptable financing and outbid competing potential acquirers. To theextent that MLPs are unable to make future acquisitions, or such futureacquisitions fail to increase the adjusted operating surplus per unit,their growth and ability to make distributions will be limited. There arerisks inherent in any acquisition, including erroneous assumptionsregarding revenues, acquisition expenses, operating expenses, costsavings and synergies; assumption of unknown liabilities;indemnification; customer losses; key employee defections; distractionfrom other business operations; and unanticipated difficulties inoperating or integrating new product areas and geographic regions.

Furthermore, even if an MLP does consummate an acquisition that itbelieves will be accretive, the acquisition may instead result in adecrease in free cash flow.

Industry Specific Risks. MLPs and other companies operating in theenergy sector are also subject to risks that are specific to the industryin which they operate.

Pipeline. Pipeline companies are subject to many risks, includingvarying demand for crude oil, natural gas, natural gas liquids or refinedproducts in the markets served by the pipeline; changes in theavailability of products for gathering, transportation, processing or saledue to natural declines in reserves and production in the supply areasserviced by the companies’ facilities; sharp decreases in crude oil ornatural gas prices that cause producers to curtail production or reducecapital spending for exploration activities; and environmentalregulation.

Gathering and processing. Gathering and processing companies aresubject to natural declines in the production of oil and natural gasfields, which utilize their gathering and processing facilities as a wayto market their production, prolonged declines in the price of naturalgas or crude oil, which curtails drilling activity and thereforeproduction, and declines in the prices of natural gas liquids and refinedpetroleum products, which cause lower processing margins.

Midstream. Midstream MLPs and other companies that providecrude oil, refined product and natural gas services are subject to supplyand demand fluctuations in the markets they serve which may beimpacted by a wide range of factors including fluctuating commodityprices, weather, increased conservation or use of alternative fuelsources, increased governmental or environmental regulation,depletion, rising interest rates, declines in domestic or foreign

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production, accidents or catastrophic events, and economic conditions,among others.

Upstream. Exploration, development and production companies areparticularly vulnerable to declines in the demand for and prices ofcrude oil and natural gas. Reductions in prices for crude oil and naturalgas can cause a given reservoir to become uneconomic for continuedproduction earlier than it would if prices were higher, resulting in theplugging and abandonment of, and cessation of production from, thatreservoir. In addition, lower commodity prices not only reducerevenues but also can result in substantial downward adjustments inreserve estimates. The accuracy of any reserve estimate is a function ofthe quality of available data, the accuracy of assumptions regardingfuture commodity prices and future exploration and development costsand engineering and geological interpretations and judgments.Different reserve engineers may make different estimates of reservequantities and related revenue based on the same data. Actual oil andgas prices, development expenditures and operating expenses will varyfrom those assumed in reserve estimates, and these variances may besignificant. Any significant variance from the assumptions used couldresult in the actual quantity of reserves and future net cash flow beingmaterially different from those estimated in reserve reports. Inaddition, results of drilling, testing and production and changes inprices after the date of reserve estimates may result in downwardrevisions to such estimates. Substantial downward adjustments inreserve estimates could have a material adverse effect on a givenexploration and production company’s financial position and results ofoperations. In addition, due to natural declines in reserves andproduction, exploration and production companies must economicallyfind or acquire and develop additional reserves in order to maintainand grow their revenues and distributions.

Downstream. Downstream companies are businesses engaged inrefining, marketing and other “end-customer” distribution activitiesrelating to refined energy sources, such as: customer-ready natural gas,propane and gasoline; the production and manufacturing ofpetrochemicals including olefins, polyolefins, ethylene and similar co-products as well as intermediates and derivatives; and the generation,transmission and distribution of power and electricity. In addition tothe other risks described herein, downstream companies may be moresusceptible to risks associated with reduced customer demand for theproducts and services they provide.

Oil. In addition to the risks applicable to pipeline companiesdescribed above, gathering and processing companies and explorationand production companies, companies involved in the transportation,gathering, processing, exploration, development or production of crudeoil or refined petroleum products may be adversely affected byincreased regulations, increased operating costs and reductions in thesupply of and/or demand for crude oil and refined petroleum products.

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Oilfield Services. The oilfield services business involves a variety ofoperating risks, including the risk of fire, explosions, blow-outs, pipefailure, abnormally pressured formations and environmental hazardssuch as oil spills, natural gas leaks, ruptures or discharges of toxicgases. If any of these should occur, such companies could incur legaldefense costs and could suffer substantial losses due to injury or lossof life, severe damage to or destruction of property, natural resourcesand equipment, pollution or other environmental damage, clean-upresponsibilities, regulatory investigation and penalties, and suspensionof operations. Any horizontal and deep drilling activities involvegreater risk of mechanical problems than vertical and shallow drillingoperations. Adverse developments affecting the oil and natural gasindustry or drilling activity, including sustained low natural gas prices,a decline in oil or natural gas liquids prices, reduced demand for oiland natural gas products and increased regulation of drilling andproduction, could have a material adverse effect on a company’sbusiness, financial condition and results of operations.

Fracturing Services. Changes in laws or government regulationsregarding hydraulic fracturing could increase a company’s costs ofdoing business, limit the areas in which it can operate and reduce oiland natural gas production by the company. Hydraulic fracturinginvolves the injection of water, sand or an alternative proppant andchemicals under pressure into target geological formations to fracturethe surrounding rock and stimulate production. Recently, there hasbeen increased public concern regarding an alleged potential forhydraulic fracturing to adversely affect drinking water supplies, andproposals have been made to enact separate federal, state and locallegislation that would increase the regulatory burden imposed onhydraulic fracturing. Congress has in recent legislative sessionsconsidered legislation to amend the Safe Water Drinking Act (the“SDWA”), including legislation that would repeal the exemption forhydraulic fracturing from the definition of “underground injection”and require federal permitting and regulatory control of hydraulicfracturing, as well as legislative proposals to require disclosure of thechemical constituents of the fluids used in the fracturing process, wereproposed in recent sessions of Congress. The U.S. Congress mayconsider similar SDWA legislation in the future. In addition, the EPAhas asserted federal regulatory authority pursuant to the SDWA overcertain hydraulic fracturing activities involving the use of diesel fuelsand published permitting guidance on February 11, 2014 addressingthe performance of such activities using diesel fuels in those stateswhere EPA is the permitting authority.

Presently, hydraulic fracturing is regulated primarily at the state level,typically by state oil and natural gas commissions and similaragencies. Several states, such as Texas and Pennsylvania, have eitheradopted or proposed laws and/or regulations to require oil and naturalgas operators to disclose chemical ingredients and water volumes usedto hydraulically fracture wells, in addition to more stringent wellconstruction and monitoring requirements. The availability of

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information regarding the constituents of hydraulic fracturing fluidscould make it easier for third parties opposing the hydraulic fracturingprocess to initiate legal proceedings based on allegations that specificchemicals used in the fracturing process could adversely affectgroundwater. Disclosure of proprietary chemical formulas to thirdparties or to the public, even if inadvertent, could diminish the value ofthose formulas and could result in competitive harm to companies.Various federal, state and local limitations may prohibit or restrictdrilling and hydraulic fracturing operations in certain locales includinggeographic locales considered environmentally sensitive such aswetlands, endangered species habitats, floodplains, and the like. Ifhydraulic fracturing becomes regulated at the federal level as a resultof federal legislation or regulatory initiatives by the EPA, fracturingactivities could become subject to additional permitting requirements,and also to attendant permitting delays and potential increases in cost,which could adversely affect a company’s business.

Oil Rig Services. The April 20, 2010 blowout and oil spill at the BPDeepwater Horizon oil rig has prompted the federal government toimpose heightened regulation of oil and gas exploration andproduction on the outer continental shelf (“OCS”) to improve offshoresafety systems and environmental protection regulations have beenissued which have increased the complexity of the drilling permitprocess and may limit the opportunity for some operators to continuedeepwater drilling in the U.S. Gulf of Mexico, which could adverselyaffect a company’s financial operations. For example, the U.S.government has indicated that before any recipient of a deepwaterdrilling permit may resume drilling, (i) the operator must demonstratethat containment resources are available promptly in the event of adeepwater blowout, (ii) the chief executive officer of the operatorseeking to perform deepwater drilling must certify that the operatorhas complied with all applicable regulations and (iii) the Bureau ofOcean Energy Management (“BOEM”) and the Bureau of Safety andEnvironmental Enforcement (“BSEE”) will conduct inspections ofsuch deepwater drilling operation for compliance with the applicableregulations. Oil rig companies cannot predict when the applicablegovernment agency will determine that any deepwater driller is incompliance with the new regulations.

Propane. Propane companies are subject to earnings variabilitybased upon weather patterns in the locations where they operate andincreases in the wholesale price of propane which reduce profitmargins. In addition, propane companies are facing increasedcompetition due to the growing availability of natural gas, fuel oil andalternative energy sources for residential heating.

Coal. Coal companies are subject to declines in the demand for andprices of coal. Demand variability can be based on weather conditions,the strength of the domestic economy, the level of coal stockpiles intheir customer base, and the prices of competing sources of fuel forelectric generation. They are also subject to supply variability based on

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geological conditions that reduce the productivity of miningoperations, the availability of regulatory permits for mining activitiesand the availability of coal that meets the standards of the Clean AirAct of 1990, as amended.

Power Infrastructure. Power infrastructure companies are subject tomany risks, including earnings variability based upon weather patternsin the locations where the company operates, the change in the demandfor electricity, the cost to produce power, and the regulatoryenvironment. Further, share prices are partly based on the interest rateenvironment, the sustainability and potential growth of the dividend,and the outcome of various rate cases undertaken by the company or aregulatory body.

Marine Transportation. Marine transportation (or “tanker”)companies are exposed to the highly cyclical nature of the tankerindustry and may be subject to volatile changes in charter rates andvessel values, which may adversely affect the earnings of tankercompanies. Fluctuations in charter rates and vessel values result fromchanges in the supply and demand for tanker capacity and changes inthe supply and demand for oil and oil products. Changes in demand fortransportation of oil over longer distances and the supply of tankers tocarry that oil may materially affect the revenues, profitability and cashflows of tanker companies. See “Principal Risks—Industry SpecificRisks.”

PIPEs Risk. The Fund may be involved in PIPEs or private financingof public companies. PIPE investors may purchase securities directlyfrom a publicly traded company in a private placement transaction,typically at a discount to the market price of the company’s commonstock. In a PIPE transaction, the Fund may bear the price risk from thetime of pricing until the time of closing. In addition, the Fund mayhave to commit to purchase a specified number of shares at a fixedprice, with the closing conditioned upon, among other things, theSEC’s preparedness to declare effective a resale registration statementcovering the resale, from time to time, of the shares sold in the privatefinancing. Because the sale of the securities is not registered under theSecurities Act of 1933, as amended (the “1933 Act”), the securities are“restricted” and cannot be immediately resold by the investors into thepublic markets. Accordingly, the company typically agrees as part ofthe PIPE deal to register the restricted securities with the SEC. PIPEsecurities may be deemed illiquid.

Small Capitalization MLP Risk. The Fund may invest in securities ofMLPs and other issuers that have comparatively smaller capitalizationsrelative to issuers whose securities are included in major benchmarkindexes, which presents unique investment risks. These companiesoften have limited product lines, markets, distribution channels orfinancial resources, and the management of such companies may bedependent upon one or a few key people. The market movements ofequity securities issued by MLPs with smaller capitalizations may bemore abrupt or erratic than the market movements of equity securities

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of larger, more established companies or the stock market in general.Historically, smaller capitalization companies have sometimes gonethrough extended periods when they did not perform as well as largercompanies. In addition, equity securities of smaller capitalizationcompanies generally are less liquid than those of larger companies.This means that the Fund could have greater difficulty selling suchsecurities at the time and price that the Fund would like.

Derivatives Risk. The Fund may invest in derivative instrumentsincluding without limitation, options, futures, options on futures,forwards, swaps, options on swaps, structured securities and otherderivatives. Investments in derivative instruments may be for bothhedging and nonhedging purposes (that is, to seek to increase totalreturn), although suitable derivative instruments may not always beavailable to the Investment Adviser for these purposes. Derivativeinstruments can be illiquid, may disproportionately increase losses,and may have a potentially large impact on Fund performance. Lossesfrom investments in derivative instruments can result from a lack ofcorrelation between changes in the value of derivative instruments andthe portfolio assets (if any) being hedged, the potential illiquidity ofthe markets for derivative instruments, the failure of the counterpartyto perform its contractual obligations, or the risks arising from marginrequirements and related leverage factors associated with suchtransactions. Losses may also arise if the Fund receives cash collateralunder the transactions and some or all of that collateral is invested inthe market. To the extent that cash collateral is so invested, suchcollateral will be subject to market depreciation or appreciation, andthe Fund may be responsible for any loss that might result from itsinvestment of the counterparty’s cash collateral. The use of thesemanagement techniques also involves the risk of loss if the InvestmentAdviser is incorrect in its expectation of the timing or level offluctuations in securities prices, interest rates or currency prices.Investments in derivative instruments may be harder to value, subjectto greater volatility and more likely subject to changes in tax treatmentthan other investments. For these reasons, the Investment Adviser’sattempts to hedge portfolio risks through the use of derivativeinstruments may not be successful, and the Investment Adviser maychoose not to hedge certain portfolio risks. Investing for nonhedgingpurposes is considered a speculative practice and presents even greaterrisk of loss.

Leverage Risk. The use of leverage creates an opportunity forincreased Common Share net investment income dividends, but alsocreates risks for the holders of Common Shares. There is no assurancethat the Fund’s intended leveraging strategy will be successful.Leverage involves risks and special considerations for commonshareholders, including the likelihood of greater volatility of NAV,market price and dividend rate of the Common Shares than acomparable portfolio without leverage; the risk that fluctuations ininterest rates on borrowings and short-term debt or in the interest ordividend rates on any leverage that the Fund must pay will reduce the

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return to the common shareholders; the effect of leverage in adeclining market, which is likely to cause a greater decline in the NAVof the Common Shares than if the Fund were not leveraged, whichmay result in a greater decline in the market price of the CommonShares; when the Fund uses financial leverage, the investment advisoryfees payable to the Investment Adviser will be higher than if the Funddid not use leverage; and leverage may increase operating costs, whichmay reduce total return.

Certain types of leverage used by the Fund may result in the Fundbeing subject to covenants relating to asset coverage and portfoliocomposition requirements, or being subject to segregationrequirements under the 1940 Act. These coverage, composition andsegregation requirements could result in the Fund maintainingsecurities positions that it would otherwise liquidate, segregating assetsat a time when it might be disadvantageous to do so or otherwiserestricting portfolio management. Such segregation and coveragerequirements will not limit or offset losses on related positions. TheFund may be subject to certain restrictions on investments imposed byguidelines of one or more rating agencies, which may issue ratings forfixed income securities or Preferred Shares issued by the Fund. Theseguidelines may impose asset coverage or portfolio compositionrequirements that are more stringent than those imposed by the 1940Act. The Investment Adviser does not believe that these covenants orguidelines will impede it from managing the Fund’s portfolio inaccordance with the Fund’s investment objective and policies.

The Fund may also engage in reverse repurchase agreements and shortsales, which would create similar risks as leveraging the Fund’sinvestment portfolio.

Counterparty Risk. Many of the protections afforded to participantson some organized exchanges, such as the performance guarantee ofan exchange clearing house, might not be available in connection withOTC transactions. Therefore, in those instances in which the Fundenters into OTC transactions, the Fund will be subject to the risk thatits direct counterparty will not perform its obligations under thetransactions and that the Fund will sustain losses.

Risks Related to the Fund’s Clearing Broker and Central ClearingCounterparty. The Commodity Exchange Act (the “CEA”) requiresswaps and futures clearing brokers registered as “futures commissionmerchants” to segregate all funds received from customers with respectto any orders for the purchase or sale of U.S. domestic futures contractsand cleared swaps from the brokers’ proprietary assets. Similarly, theCEA requires each futures commission merchant to hold in separatesecure accounts all funds received from customers with respect to anyorders for the purchase or sale of foreign futures contracts and clearedswaps and segregate any such funds. However, all funds and otherproperty received by a clearing broker from its customers are held bythe clearing broker on a commingled basis in an omnibus account andmay be invested in certain instruments permitted under applicable

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regulations. There is a risk that assets deposited by the Fund with anyswaps or futures clearing broker as margin for futures contracts orcleared swaps may, in certain circumstances and to varying degrees forswaps and futures and options contracts, be used to satisfy losses ofother clients of the Fund’s clearing broker. In addition, for both clearedswaps and futures and options contracts, the assets of the Fund mightnot be fully protected in the event of the Fund’s clearing broker’sbankruptcy, as the Fund would be limited to recovering only a pro ratashare of all available funds segregated on behalf of the clearingbroker’s customers for the relevant account class.

Similarly, the CEA requires a clearing organization approved by theCommodity Futures Trading Commission (“CFTC”) as a derivativesclearing organization to segregate all funds and other property receivedfrom a clearing member’s clients in connection with domestic clearedderivative contracts from any funds held at the clearing organization tosupport the clearing member’s proprietary trading. Nevertheless, allcustomer funds held at a clearing organization in connection with anyfutures contracts are held in a commingled omnibus account and arenot identified to the name of the clearing member’s individualcustomers. All customer funds held at a clearing organization withrespect to cleared swaps of customers of a clearing broker are also heldin an omnibus account, but CFTC rules require that the clearing brokernotify the clearing organization of the amount of the initial marginprovided by the clearing broker to the clearing organization that isattributable to each customer.

With respect to futures and options contracts, a clearing organizationmay use assets of a non-defaulting customer held in an omnibusaccount of a clearing member at the clearing organization to satisfypayment obligations to the clearing organization of a defaultingcustomer of the clearing member that also defaults on its paymentobligations to the clearing organization. With respect to cleared swaps,a clearing organization generally cannot do so, but may do so if theclearing member does not provide accurate reporting to the clearingorganization as to the attribution of margin among its clients. Also,since clearing brokers generally provide to clearing organizations thenet amount of variation margin required for cleared swaps for all of itscustomers in the aggregate, rather than the gross amount of eachcustomer, the Fund is subject to the risk that a clearing organizationwill not make variation margin payments owed to the Fund if anothercustomer of the clearing member has suffered a loss and is in default.As a result, in the event of a default of the clearing broker’s otherclients or the clearing broker’s failure to extend its own funds inconnection with any such default, the Fund may not be able to recoverthe full amount of assets deposited by the clearing broker on behalf ofthe Fund with the clearing organization.

Convertible Securities Risk. The market value of convertiblesecurities tends to decline as interest rates increase and, conversely,tends to increase as interest rates decline. In addition, because of theconversion feature, the market value of convertible securities tends to

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vary with fluctuations in the market value of the underlying commonstock or other security. A unique feature of convertible securities isthat as the market price of the underlying security declines, convertiblesecurities tend to trade increasingly on a yield basis, and so may notexperience market value declines to the same extent as the underlyingsecurity. When the market price of the underlying security increases,the prices of the convertible securities tend to rise as a reflection of thevalue of the underlying security.

Restricted and Illiquid Securities Risk. The Fund may invest up to30% of its Managed Assets in illiquid securities which cannot bedisposed of in seven days in the ordinary course of business at fairvalue. The Fund may purchase Rule 144A securities for which there isa secondary market of qualified institutional buyers, as defined in Rule144A promulgated under the 1933 Act. Rule 144A provides anexemption from the registration requirements of the 1933 Act for theresale of certain restricted securities to qualified institutional buyers.Investing in 144A Securities may decrease the liquidity of the Fund’sportfolio to the extent that qualified institutional buyers become for atime uninterested in purchasing these restricted securities. Thepurchase price and subsequent valuation of restricted and illiquidsecurities normally reflect a discount, which may be significant, fromthe market price of comparable securities for which a liquid marketexists.

Investments purchased by the Fund, particularly debt securities andover-the-counter traded instruments that are liquid at the time ofpurchase, may subsequently become illiquid due to events relating tothe issuer of the securities, markets events, economic conditions orinvestor perceptions. Domestic and foreign markets are becomingmore and more complex and interrelated, so that events in one sectorof the market or the economy, or in one geographical region, canreverberate and have negative consequences for other market,economic or regional sectors in a manner that may not be reasonablyforeseen. With respect to over-the-counter traded securities, thecontinued viability of any over-the-counter secondary market dependson the continued willingness of dealers and other participants topurchase the instruments.

In cases where no clear indication of the value of the Fund’s portfolioinstruments is available, the portfolio instruments will be valued attheir fair value according to the valuation procedures approved by theBoard of Trustees. These cases include, among others, situations wherea security or other asset or liability does not have a price source.

Tax Risk. Tax risks associated with investments in the Fund includebut are not limited to the following:

MLP Tax Risk. Much of the benefit that the Fund may derive from itsinvestment in equity securities of MLPs is a result of MLPs generallybeing treated as partnerships for U.S. federal income tax purposes.Partnerships do not pay U.S. federal income tax at the partnershiplevel. Rather, each partner is allocated a share of the partnership’s

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income, gains, losses, deductions and expenses. A change in currenttax law or a change in the underlying business mix of a given MLPcould result in an MLP being treated as a corporation for U.S. federalincome tax purposes, which would result in the MLP being required topay U.S. federal income tax (as well as state and local income taxes)on its taxable income. Furthermore, an MLP could elect to reorganizeas a taxable entity or corporation. There can be no guarantee that eachMLP in which the Fund invests will remain structured as an MLP. Arestructuring by an MLP in which the Fund invests could alter the taxstatus of the Fund’s investment. The classification of an MLP as acorporation for U.S. federal income tax purposes would have the effectof reducing the amount of cash available for distribution by the MLP.If any MLP in which the Fund invests were treated as a corporation forU.S. federal income tax purposes, it could result in a reduction of thevalue of the Fund’s investment in the MLP and lower income to theFund.

To the extent a distribution received by the Fund from an MLP istreated as a return of capital for tax purposes, the Fund’s adjusted taxbasis in the interests of the MLP will be reduced, which may increasethe Fund’s tax liability upon the sale of the interests in the MLP orupon subsequent distributions in respect of such interests.

Fund Structure Risk. Unlike traditional mutual funds that arestructured as regulated investment companies for U.S. federal incometax purposes, the Fund will be taxable as a regular corporation, or “C”corporation, for U.S. federal income tax purposes. This means theFund generally will be subject to U.S. federal income tax on its taxableincome at the rates applicable to corporations (currently a maximumrate of 35%), and will also be subject to state and local income taxes.

Tax Estimation/NAV Risk. In calculating the Fund’s NAV, the Fundwill, among other things, account for its current taxes and deferred taxliability and/or asset balances. The Fund will accrue a deferred incometax liability balance, at the then effective statutory U.S. federal incometax rate (currently 35%) plus an estimated state and local income taxrate, for its future tax liability associated with the capital appreciationof its investments and the distributions received by the Fund oninterests of MLPs considered to be return of capital and for any netoperating gains. Any deferred tax liability balance will reduce theFund’s NAV which could have an effect on the market price of theshares. The Fund may also accrue a deferred tax asset balance, whichreflects an estimate of the Fund’s future tax benefit associated with netoperating losses and unrealized losses. Any deferred tax asset balancewill increase the Fund’s NAV which could have an effect on themarket price of the shares. To the extent the Fund has a deferred taxasset balance, consideration is given as to whether or not a valuationallowance, which would offset the value of some or all of the deferredtax asset balance, is required. The Fund will rely to some extent oninformation provided by MLPs, which may not be provided to theFund on a timely basis, to estimate current taxes and deferred tax

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liability and/or asset balances for purposes of financial statementreporting and determining its NAV. Deferred tax assets may constitutea relatively high percentage of the Fund’s NAV. The daily estimate ofthe Fund’s current taxes and deferred tax liability and/or asset balancesused to calculate the Fund’s NAV could vary dramatically from theFund’s actual tax liability or benefit, and, as a result, the determinationof the Fund’s actual tax liability or benefit may have a material impacton the Fund’s NAV. From time to time, the Fund may modify itsestimates or assumptions regarding its current taxes and deferred taxliability and/or asset balances as new information becomes available,which modifications in estimates or assumptions may have a materialimpact on the Fund’s NAV which could have an effect on the marketprice of the shares.

The Fund may acquire its target assets in varying increments atdifferent prices over time, and the tax basis of each security may varydepending on the Fund’s receipt of one or more distributionscharacterized as returns of capital during the Fund’s holding period ofthat security. The tax basis of a security may differ significantly fromthe original cost or the current market value of the security, which ifsold, may subject the Fund to taxation on the value received in excessof the adjusted tax basis, even if the sale price of the security is lowerthan its original acquisition cost. Additionally, distributions ofearnings realized by the Fund from the sale of the security wouldgenerally be treated as taxable dividend income, as opposed to a non-taxable return of capital. It will be difficult for you to monitor theadjusted tax basis of each individual security in the portfolio, andtherefore difficult to estimate the potential for embedded taxable gainsif a security were to be sold at the current market price. See “PrincipalRisks—Tax Risk.”

Foreign Investments Risk. The Fund may make foreign investments.Foreign investments involve special risks that are not typicallyassociated with U.S. dollar denominated or quoted securities of U.S.issuers. Foreign investments may be affected by changes in currencyrates, changes in foreign or U.S. laws or restrictions applicable to suchinvestments and changes in exchange control regulations (e.g.,currency blockage). A decline in the exchange rate of the currency(i.e., weakening of the currency against the U.S. dollar) in which aportfolio security is quoted or denominated relative to the U.S. dollarwould reduce the value of the portfolio security. In addition, if thecurrency in which the Fund receives dividends, interest or otherpayments declines in value against the U.S. dollar before such incomeis distributed as dividends to shareholders or converted to U.S. dollars,the Fund may have to sell portfolio securities to obtain sufficient cashto pay such dividends.

Brokerage commissions, custodial services and other costs relating toinvestment in international securities markets generally are moreexpensive than in the United States. In addition, clearance andsettlement procedures may be different in foreign countries and, in

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certain markets, such procedures have been unable to keep pace withthe volume of securities transactions, thus making it difficult toconduct such transactions.

Foreign issuers are not generally subject to uniform accounting,auditing and financial reporting standards comparable to thoseapplicable to U.S. issuers. There may be less publicly availableinformation about a foreign issuer than about a U.S. issuer. In addition,there is generally less government regulation of foreign markets,companies and securities dealers than in the United States, and thelegal remedies for investors may be more limited than the remediesavailable in the United States. Foreign securities markets may havesubstantially less volume than U.S. securities markets and securities ofmany foreign issuers are less liquid and more volatile than securities ofcomparable domestic issuers. Furthermore, with respect to certainforeign countries, there is a possibility of nationalization, expropriationor confiscatory taxation, imposition of withholding or other taxes ondividend or interest payments (or, in some cases, capital gainsdistributions), limitations on the removal of funds or other assets fromsuch countries, and risks of political or social instability or diplomaticdevelopments which could adversely affect investments in thosecountries.

Concentration of the Fund’s assets in one or a few countries andcurrencies will subject the Fund to greater risks than if the Fund’sassets were not geographically concentrated.

Investments in foreign securities may take the form of sponsored andunsponsored ADRs, GDRs, EDRs or other similar instrumentsrepresenting securities of foreign issuers. ADRs, GDRs and EDRsrepresent the right to receive securities of foreign issuers deposited in abank or other depository. ADRs and certain GDRs are traded in theUnited States. GDRs may be traded in either the United States or inforeign markets. EDRs are traded primarily outside the United States.Prices of ADRs are quoted in U.S. dollars. EDRs and GDRs are notnecessarily quoted in the same currency as the underlying security.

Private Company Investments Risk. Private companies are notsubject to SEC reporting requirements, are not required to maintaintheir accounting records in accordance with generally acceptedaccounting principles, and are not required to maintain effectiveinternal controls over financial reporting. As a result, the InvestmentAdviser may not have timely or accurate information about thebusiness, financial condition and results of operations of the privatecompanies in which the Fund invests. There is risk that the Fund mayinvest on the basis of incomplete or inaccurate information, which mayadversely affect the Fund’s investment performance. Privatecompanies in which the Fund may invest may have limited financialresources, shorter operating histories, more asset concentration risk,narrower product lines and smaller market shares than largerbusinesses, which tend to render them more vulnerable to competitors’actions and market conditions, as well as general economic downturns.

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These companies generally have less predictable operating results,may from time to time be parties to litigation, may be engaged inrapidly changing businesses with products subject to a substantial riskof obsolescence, and may require substantial additional capital tosupport their operations, finance expansion or maintain theircompetitive position. These companies may have difficulty accessingthe capital markets to meet future capital needs, which may limit theirability to grow or to repay their outstanding indebtedness uponmaturity. In addition, the Fund’s investment also may be structured aspay-in-kind securities with minimal or no cash interest or dividendsuntil the company meets certain growth and liquidity objectives. Thesecurities of private portfolio companies are illiquid, making itdifficult for the Fund to sell such investments.

Pre-IPO Investments Risk. Pre-IPO companies typically have limitedoperating histories, narrower, less established product lines andsmaller market shares than larger businesses, which tend to renderthem more vulnerable to competitors’ actions, market conditions andconsumer sentiment in respect of their products or services, as well asgeneral economic downturns. Such companies may experienceoperating losses, which may be substantial, and there can be noassurance when or if such companies will operate at a profit. At thetime of the Fund’s investment, there is generally little publiclyavailable information about these businesses since they are primarilyprivately owned and the Fund may only have access to the company’sactual financial results as of and for the most recent quarter end or, incertain cases, the quarter end preceding the most recent quarter end.There can be no assurance that the information that the Fund doesobtain with respect to any investment is reliable. Pre-IPO companiesmay have limited financial resources and may be unable to meet theirobligations under their existing credit facilities (to the extent that suchfacilities exist), which may lead to equity financings, possibly atdiscounted valuations, in which the Fund could be substantially dilutedif the Fund does not or cannot participate, bankruptcy or liquidationand the corresponding reduction in value or loss of the Fund’sinvestment. Pre-IPO companies are more likely to depend on themanagement talents and efforts of a small group of persons; therefore,the death, disability, resignation or termination of one or more of thesepersons could have a material adverse impact on the company and, inturn, on the Fund. Continued global economic uncertainty could alsoresult in investors becoming more risk-averse, which in turn couldreduce the amount of growth capital available to the companies fromboth existing and new investors, could adversely affect their operatingperformance, and could delay liquidity paths (for example, an IPO orstrategic sale/merger) for the companies. The securities of privateportfolio companies are illiquid, and the inability of these portfoliocompanies to complete an IPO within the targeted time frame willextend the holding period of the Fund’s investments and mayadversely affect the value of these investments.

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Initial Public Offering Risk. The market value of IPO shares willfluctuate considerably due to factors such as the absence of a priorpublic market, unseasoned trading, the small number of sharesavailable for trading and limited information about the issuer. Thepurchase of IPO shares may involve high transaction costs. IPO sharesare subject to market risk and liquidity risk. See “Principal Risks—Initial Public Offering Risk.”

Interest Rate Risk. When interest rates increase, fixed incomesecurities or instruments held by the Fund, including MLPs, willgenerally decline in value. Long-term fixed income securities orinstruments will normally have more price volatility because of thisrisk than short-term fixed income securities or instruments. Risinginterest rates could increase the costs of capital thereby increasingoperating costs and reducing the ability of MLPs and other companiesoperating in the energy sector to carry out acquisitions or expansionsin a cost-effective manner. As a result, rising interest rates couldnegatively affect the financial performance of MLPs and othercompanies operating in the energy sector. Rising interest rates mayalso impact the price of the securities of MLPs and other companiesoperating in the energy sector as the yields on alternative investmentsincrease. With interest rates now close to historic lows, the risk of arise in interest rates is greater.

The Fund may enter into a swap or cap transaction to attempt toprotect itself from increasing dividend or interest expenses resultingfrom increasing short-term rates. A decline in interest rates may resultin a decline in the value of the swap or cap, which may result in adecline in the NAV of the Fund. A sudden and dramatic decline ininterest rates may result in a significant decline in the NAV of theFund.

Liquidity Risk Although the equity securities of the MLPs in whichthe Fund invests generally trade on major stock exchanges, certainsecurities may trade less frequently, particularly those of MLPs andother issuers with smaller capitalizations. Securities with limitedtrading volumes may display volatile or erratic price movements. Also,the Fund may make investments that may become less liquid inresponse to market developments or adverse investor perceptions. Inaddition, the Fund may be one of the largest investors in certainsub-sectors of the energy or natural resource sectors. Thus, it may bemore difficult for the Fund to buy and sell significant amounts of suchsecurities without an unfavorable impact on prevailing market prices.Larger purchases or sales of these securities by the Fund in a shortperiod of time may cause abnormal movements in the market price ofthese securities. When there is no willing buyer and investmentscannot be readily sold at the desired time or price, the Fund may haveto accept a lower price or may not be able to sell the security orinstrument at all. An inability to sell one or more portfolio positionscan adversely affect the Fund’s value or prevent the Fund from beingable to take advantage of other investment opportunities.

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During certain periods the liquidity of particular issuers or industries,or all securities within particular investment categories, may shrink ordisappear suddenly and without warning as a result of adverseeconomic, market or political events, or adverse investor perceptions,whether or not accurate.

Valuation Risk. Market prices may not be readily available for someof the Fund’s investments, including MLP subordinated units, directownership of general partner or managing member interests andrestricted or unregistered securities of certain MLPs and privatecompanies. The value of such securities is determined by fairvaluations determined by the Board of Trustees or its designeepursuant to procedures governing the valuation of portfolio securitiesadopted by the Board of Trustees. Proper valuation of such securitiesmay require more reliance on the judgment of the Investment Adviserthan for valuation of securities for which an active trading marketexists. As a limited partner in MLPs, the Fund includes its allocableshare of the MLPs, taxable income in computing its own taxableincome. Deferred income taxes in the financial statements of the Fundreflect (i) taxes on unrealized gains/losses, which are attributable to thetemporary difference between fair market value and the tax basis of theFund’s assets, (ii) the net tax effects of temporary differences betweenthe carrying amounts of such assets and liabilities for financialreporting purposes and the amounts used for income tax purposes and(iii) the net tax benefit of accumulated net operating losses. To theextent the Fund has a deferred tax asset, consideration is given as towhether or not a valuation allowance is required. In the assessment fora valuation allowance, consideration is given to all positive andnegative evidence related to the realization of the deferred tax asset.This assessment considers, among other matters, the nature, frequencyand severity of current and cumulative losses, forecasts of futureprofitability (which are highly dependent on future MLP cashdistributions), the duration of statutory carryforward periods and theassociated risk that operating loss carryforwards may expire unused.

Natural Resources Risk. The Fund may invest in MLPs andcompanies principally engaged in owning or developing non-energynatural resources (including timber and minerals) and industrialmaterials, or supplying goods or services to such companies. TheFund’s investments in natural resources issuers (including MLPs) willbe subject to the risk that prices of these investments may fluctuatewidely in response to the level and volatility of commodity prices;exchange rates; import controls; domestic and global competition;environmental regulation and liability for environmental damage;mandated expenditures for safety or pollution control; the success ofexploration projects; depletion of resources; tax policies; and othergovernmental regulation. Investments in natural resources issuers canbe significantly affected by changes in the supply of or demand fornatural resources. The value of investments in natural resources issuersmay be adversely affected by a change in inflation.

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Mid-Cap and Small-Cap Risk. The securities of mid-capitalizationand small-capitalization companies involve greater risks than thoseassociated with larger, more established companies and may be subjectto more abrupt or erratic price movements. Securities of such issuersmay lack sufficient market liquidity to enable the Fund to effect salesat an advantageous time or without a substantial drop in price. Bothmid-capitalization and small-capitalization companies often havenarrower markets and more limited managerial and financial resourcesthan larger, more established companies. As a result, their performancecan be more volatile and they face greater risk of business failure,which could increase the volatility of the Fund’s portfolio. Generally,the smaller the company size, the greater these risks become. See“Principal Risks—Mid-Cap and Small-Cap Risk.”

Delay in Use of Proceeds Risk. Although the Fund intends to investthe proceeds from the sale of the securities offered hereby as soon aspracticable following the completion of this offering, such investmentsmay be delayed if suitable investments are unavailable at the time. Thetrading market and volumes for securities of MLPs and energycompanies may at times be less liquid than the market for othersecurities. Prior to the time the proceeds of this offering are invested,such proceeds may be invested in short-term money marketinstruments and securities issued by the U.S. government, its agencies,instrumentalities or sponsored enterprises (“U.S. GovernmentSecurities”), pending investment in securities of MLPs or energycompanies. Income received by the Fund from these securities wouldsubject the Fund to corporate tax before any distributions to securityholders. See “Use of Proceeds.”

Cash Flow Risk. The Fund expects that a substantial portion of the cashflow it receives will be derived from its investments in equity securitiesof MLPs. The amount and tax characterization of cash available fordistribution by an MLP depends upon the amount of cash generated bysuch entity’s operations. Cash available for distribution by MLPs willvary widely from quarter to quarter and is affected by various factorsaffecting the entity’s operations. In addition to the risks described herein,operating costs, capital expenditures, acquisition costs, constructioncosts, exploration costs and borrowing costs may reduce the amount ofcash that an MLP has available for distribution in a given period.

Capital Market Risk. Global financial markets and economicconditions have been, and continue to be, volatile due to a variety offactors. The cost of raising capital in the debt and equity capitalmarkets has increased substantially while the ability to raise capitalfrom those markets has diminished significantly. In particular, as aresult of concerns about the general stability of financial markets andspecifically the solvency of lending counterparties, the cost of raisingcapital from the credit markets generally has increased as manylenders and institutional investors have increased interest rates, enactedtighter lending standards, refused to refinance debt on existing terms orat all and reduced, or in some cases ceased to provide, funding to

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borrowers. In addition, lending counterparties under existing revolvingcredit facilities and other debt instruments may be unwilling or unableto meet their funding obligations. Due to these factors, MLPs may beunable to obtain new debt or equity financing on acceptable terms or atall and therefore MLPs may not be able to meet their obligations asthey come due. Moreover, without adequate funding, MLPs may beunable to execute their growth strategies, complete future acquisitions,take advantage of other business opportunities or respond tocompetitive pressures, any of which could have a material adverseeffect on their revenues and results of operations.

Competition Risk. A number of alternatives exist for investing in aportfolio of MLPs and their affiliates, including other publicly tradedinvestment companies, structured notes, private funds, open-end fundsand indexed products. These competitive conditions may adverselyimpact the Fund’s ability to meet its investment objective, which inturn could adversely impact its ability to make distributions or interestor Preferred Share distribution payments.

Royalty Trust Risk. Royalty trusts are exposed to many of the samerisks as other MLPs. The value of the equity securities of the royaltytrusts in which the Fund invests may fluctuate in accordance withchanges in the financial condition of those royalty trusts, the conditionof equity markets generally, commodity prices, and other factors.Distributions on royalty trusts in which the Fund may invest willdepend upon the declaration of distributions from the constituentroyalty trusts, but there can be no assurance that those royalty trustswill pay distributions. Typically royalty trusts own the rights toroyalties on the production and sales of a natural resource, includingoil, gas, minerals and timber. As these deplete, production and cashflows steadily decline, which may decrease distributions. Thedeclaration of such distributions generally depends upon variousfactors, including the operating performance and financial condition ofthe royalty trust and general economic conditions.

In many circumstances, the royalty trusts in which the Fund mayinvest may have limited operating histories. The value of royalty trustsecurities depends on factors that are not within the Fund’s control,including the financial performance of the respective issuers, interestrates, exchange rates and commodity prices (which will vary and aredetermined by supply and demand factors including weather andgeneral economic and political conditions), the hedging policiesemployed by such issuers, issues relating to the regulation of theenergy industry and operational risks relating to the energy industry.

Credit/Default Risk. An issuer or guarantor of fixed incomesecurities or instruments held by the Fund (which may have low creditratings) may default on its obligation to pay interest and repayprincipal or default on any other obligation. The credit quality of theFund’s portfolio securities or instruments may meet the Fund’s creditquality requirements at the time of purchase but then deterioratethereafter, and such a deterioration can occur rapidly. In certain

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instances, the downgrading or default of a single holding or guarantorof the Fund’s holding may impair the Fund’s liquidity and have thepotential to cause significant NAV deterioration.

Strategy Risk. The Fund’s strategy of investing primarily in MLPs,resulting in its being taxed as a regular corporation, or a “C”corporation, rather than as a regulated investment company for U.S.federal income tax purposes, is a relatively new investment strategy forfunds. This strategy involves complicated and in some cases unsettledaccounting, tax and valuation issues that may result in unexpected andpotentially significant consequences for the Fund and its shareholders.In addition, accounting, tax and valuation procedures in this area arestill developing, and there may not always be a clear consensus amongindustry participants as to the most appropriate approach. This mayresult in changes over time in the Fund’s accounting, tax and valuationpractices, which, in turn, could have material adverse consequences onthe Fund and its shareholders.

Other Investment Company Risk. Subject to the limitations set forthin the 1940 Act and the Fund’s governing documents or as otherwisepermitted by the SEC, the Fund may acquire shares in other investmentcompanies. When the Fund invests in other investment companies, itwill bear its proportionate share of any fees and expenses borne by theother investment companies.

ETNs Risk. ETNs are senior, unsecured, unsubordinated debtsecurities whose returns are linked to the performance of a particularmarket benchmark or strategy minus applicable fees. ETNs are tradedon an exchange (e.g., the NYSE) during normal trading hours. ETNsare subject to credit risk, and the value of the ETN may drop due to adowngrade in the issuer’s credit rating, despite the underlying marketbenchmark or strategy remaining unchanged. The value of an ETNmay also be influenced by time to maturity, level of supply anddemand for the ETN, volatility and lack of liquidity in underlyingassets, changes in the applicable interest rates, changes in the issuer’scredit rating and economic, legal, political or geographic events thataffect the referenced underlying asset.

Non-Diversification Risk. The Fund is non-diversified, meaning thatthe Fund is permitted to invest more of its assets in fewer issuers than“diversified” funds. Thus, the Fund may be more susceptible toadverse developments affecting any single issuer held in its portfolio,and may be more susceptible to greater losses because of thesedevelopments.

Anti-Takeover Provisions Risk. The Fund’s Declaration of Trust andBylaws include provisions that could limit the ability of other entitiesor persons to acquire control of the Fund or convert the Fund to open-end status or to change the composition of its Board of Trustees (the“Board” and each member, a “Trustee”). Such provisions could limitthe ability of shareholders to sell their shares at a premium overprevailing market prices by discouraging a third party from seeking to

39

obtain control of the Fund. See “Additional Information About theFund—Anti-Takeover Provisions.”

Temporary Defensive Strategies Risk. When the Investment Adviseranticipates unusual market or other conditions, the Fund maytemporarily depart from its primary investment strategy as a defensivemeasure and invest all or a portion of its assets in obligations of theU.S. Government; commercial paper rated at least A-2 by S&P, P-2 byMoody’s or having a comparable rating by another NRSRO (or, ifunrated, determined by the Investment Adviser to be of comparablecredit quality); certificates of deposit; bankers’ acceptances;repurchase agreements; non-convertible preferred stocks and non-convertible corporate bonds with a remaining maturity of less than oneyear; ETFs; other investment companies; cash items; or any otherfixed income securities that the Investment Adviser considersconsistent with this strategy. To the extent that the Fund investsdefensively, it may not achieve its investment objective.

REIT Risk. REITs whose underlying properties are concentrated in aparticular industry or geographic region are subject to risks affectingsuch industries and regions. The securities of REITs involve greaterrisks than those associated with larger, more established companiesand may be subject to more abrupt or erratic price movements becauseof interest rate changes, economic conditions and other factors.Securities of such issuers may lack sufficient market liquidity toenable the Fund to effect sales at an advantageous time or without asubstantial drop in price.

Market Disruption and Geopolitical Risk. The terrorist attacks in theUnited States on September 11, 2001, had a disruptive effect on thesecurities markets. The ongoing U.S. military and related action inAfghanistan and instability in Pakistan, Ukraine and the Middle East,as well as the continuing threat of terrorist attacks, could havesignificant adverse effects on the U.S. economy, the stock market andworld economies and markets generally. A similar disruption offinancial markets or other terrorist attacks could adversely affect Fundservice providers and/or the Fund’s operations as well as interest rates,secondary trading, credit risk, inflation and other factors relating to theCommon Shares. The Fund cannot predict the effects or likelihood ofsimilar events in the future on the U.S. and world economies, the valueof the Common Shares or the NAV of the Fund.

U.S. Government Securities Risk. The U.S. government may notprovide financial support to U.S. government agencies,instrumentalities or sponsored enterprises if it is not obligated to do soby law. U.S. Government Securities issued by those agencies,instrumentalities and sponsored enterprises, including those issued byFannie Mae, Freddie Mac and the Federal Home Loan Banks, areneither issued nor guaranteed by the United States Treasury and,therefore, are not backed by the full faith and credit of the UnitedStates. The maximum potential liability of the issuers of some U.S.Government Securities held by the Fund may greatly exceed their

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current resources, including their legal right to support from the U.S.Treasury. It is possible that issuers of U.S. Government Securities willnot have the funds to meet their payment obligations in the future.Fannie Mae and Freddie Mac have been operating underconservatorship, with the Federal Housing Finance Administration(“FHFA”) acting as their conservator, since September 2008. Theentities are dependent upon the continued support of the U.S.Department of the Treasury and FHFA in order to continue theirbusiness operations. These factors, among others, could affect thefuture status and role of Fannie Mae and Freddie Mac and the valuesof their securities and the securities which they guarantee.Additionally, the U.S. government and its agencies andinstrumentalities do not guarantee the market value of their securities,which may fluctuate.

Potential Conflicts of Interest Risk. The Investment Adviser’sinvestment team is often responsible for managing the Fund as well asone or more funds and other accounts, including proprietary accounts,separate accounts and other pooled investment vehicles, such asunregistered hedge funds. A portfolio manager may manage a separateaccount or other pooled investment vehicle which may have materiallyhigher fee arrangements than the Fund and may also have aperformance-based fee. The side-by-side management of these fundsmay raise potential conflicts of interest relating to cross trading, theallocation of investment opportunities and the aggregation andallocation of trades. See “Activities of Goldman Sachs and itsAffiliates and Other Accounts Managed by Goldman Sachs.”

The Investment Adviser has a fiduciary responsibility to manage allclient accounts in a fair and equitable manner. The Investment Adviserseeks to provide best execution of all securities transactions andaggregate and then allocate securities to client accounts in a fair andtimely manner. To this end, the Investment Adviser has developedpolicies and procedures designed to mitigate and manage the potentialconflicts of interest that may arise from side-by-side management. Inaddition, the Investment Adviser and the Fund have adopted policieslimiting the circumstances under which cross-trades may be effectedbetween the Fund and another client account. The Investment Adviserconducts periodic reviews of trades for consistency with these policies.

For additional risks relating to investments in the Fund, including“Emerging Markets Risk,” “Foreign Custody Risk,” “Deflation Risk,”“Inflation Risk,” “Legal and Regulatory Risks,” “GovernmentIntervention,” “Information Technology Systems,” “Legislation Risk,”“Management Risk,” “Misconduct of Employees and ServiceProviders,” “Portfolio Turnover Risk,” “Reliance on ServiceProviders” and “When-Issued and Delayed Delivery TransactionsRisk,” see “Other Portfolio Risks” in this prospectus.

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FUND FEES AND EXPENSES

The following table shows estimated Fund expenses as a percentage of net assets attributable to CommonShares. The purpose of the following table and the example below is to help you understand the fees andexpenses that you, as a common shareholder, would bear directly or indirectly. Shareholders should understandthat some of the percentages indicated in the tables below are estimates and may vary. The expenses shown in thetable under “Estimated Annual Expenses” are based on estimated amounts for the Fund’s first full year ofoperations and assume that the Fund issues 12,500,000 Common Shares. This table assumes the use of leveragethrough a credit facility by the Fund in an amount of 27.5% of its Managed Assets (as determined immediatelyafter borrowing). If the Fund issues fewer Common Shares, all other things being equal, these expenses wouldincrease as a percentage of net assets attributable to Common Shares. See “Management of the Fund” and“Additional Information About the Fund—Dividend Reinvestment Plan.” The following table should not beconsidered a representation of the Fund’s future expenses. Actual expenses may be greater or less than shown.

Percentage ofOffering Price

Common Shareholder Transaction ExpensesSales Load Paid by You(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.50%Offering Expenses Borne by the Fund(2) . . . . . . . . . . . . . . . . . . . . . .20%Dividend Reinvestment Plan Fees(3) . . . . . . . . . . . . . . . . . . . . . . . . None

Percentage ofNet Assets

Attributable toCommon Shares

(Assumingthe Use of Leverage)(4)

Estimated Annual ExpensesManagement Fees(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.38%Interest Expense(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .47%Current Income Tax Expense(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Deferred Income Tax Expense(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . —Other Expenses(8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .59%

Total Annual Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.44%

(1) For a description of the sales load, structuring fees and of other compensation paid to the Underwriters bythe Fund and the Investment Adviser, see “Underwriting.”

(2) The Investment Adviser has agreed to pay (i) all organizational expenses of the Fund and (ii) offeringexpenses (other than the sales load) that exceed $.04 per Common Share. The Fund will pay offeringexpenses of the Fund (other than the sales load) up to $.04 per Common Share. Any offering expenses paidby the Fund will be deducted from the proceeds of the offering received by the Fund. The aggregate offeringexpenses (other than the sales load) to be borne by the Fund are estimated to be $ (approximately $.04 perCommon Share). The offering costs to be paid by the Fund are not included in the Total Annual Expensesamount shown in the table. Offering costs borne by the Fund’s Common shareholders will result in areduction of capital of the Fund attributable to the Fund’s Common Shares.

(3) The expenses of administering the Fund’s Dividend Reinvestment Plan are included in “Other Expenses.”You will pay brokerage charges if you direct your broker or the plan agent to sell your Common Shares thatyou acquired pursuant to the Fund’s Dividend Reinvestment Plan. You may also pay a pro rata share ofbrokerage commissions incurred in connection with open-market purchases pursuant to the Fund’s DividendReinvestment Plan. See “Dividend Reinvestment Plan.”

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(4) This table reflects that fact that you, as a common shareholder, will bear the expenses of the Fund’s use ofleverage in the form of higher fees as a percentage of the Fund’s net assets attributable to Common Sharesthan if the Fund did not use leverage. In order to help you better understand the costs associated with theFund’s leveraging strategy, and to better understand the range of costs you will bear as a commonshareholder, as the Fund moves toward full implementation of its leveraging strategy after the completion ofthis offering, the table presented below estimates what the Fund’s annual expenses would be, stated aspercentages of the Fund’s net assets attributable to Common Shares, assuming the Fund is the same size asin the table above and does not use leverage in the form of a credit facility. In accordance with theseassumptions, the Fund’s expenses would be estimated to be as follows:

Percentage ofNet Assets

Attributable toCommon Shares

(Assuming noLeverage is Used)

Estimated Annual ExpensesManagement Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.00%Current Income Tax Expense(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Deferred Income Tax Expense(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Other Expenses(8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .38%

Total Annual Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.38%

(5) The Fund pays a management fee to the Investment Adviser in an annual amount equal to 1.00% of theFund’s average daily Managed Assets. The management fee of 1.00% of the Fund’s Managed Assetsrepresents 1.38% of net assets attributable to Common Shares assuming the use of leverage in an amount of27.5% of the Fund’s Managed Assets.

(6) Assumes the use of leverage through a credit facility representing 27.5% of Managed Assets (as determinedimmediately after borrowing) at an annual interest rate expense to the Fund of 1.25%, which is based oncurrent market conditions. The interest on the credit facility is a variable rate and will increase in a risinginterest rate environment. The Fund may use other forms of leverage, which may be subject to differentinterest expenses than those estimated above. The actual amount of interest expense borne by the Fund willvary over time in accordance with the level of the Fund’s use of leverage and variations in market interestrates. Fees and expenses in respect of other forms of leverage that may be used by the Fund in the futurewill be indirectly borne by the holders of the Common Shares.

(7) The Fund will be treated for federal tax purposes as a taxable regular corporation or so-called “C”corporation. As a “C” corporation, the Fund will accrue a deferred tax liability balance for its future taxliability associated with the capital appreciation of its investments and the distributions it receives on equitysecurities of MLPs considered to be returns of capital and for any net operating gains. The Fund’s accrueddeferred tax liability, if any, will be reflected in its NAV. The deferred income tax expenses/(benefit)represent an estimate of the Fund’s potential tax expenses/(benefit) if it were to recognize the unrealizedgains/(losses) in its portfolio. An estimate of deferred income tax expenses/(benefit) is dependent upon theFund’s net investment income/(loss) and realized and unrealized gains/(losses) on investments, and suchexpenses/(benefits) may vary greatly from year to year and from day to day depending on the nature of theFund’ s investments, the performance of those investments and general market conditions. Therefore, anyestimate of deferred income tax expenses/(benefit) cannot be reliably predicted from year to year. Futureactual income tax expense (if any) will be incurred over many years depending on if and when investmentgains are realized, the then-current tax basis of assets and federal income tax rates, the level of net losscarryforwards and other factors. The above table assumes no current and deferred tax expenses as the Fundhas not commenced operations and thus does not have sufficient operating history to accurately estimateanticipated current and deferred tax expenses.

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(8) The “Other Expenses” shown in the tables above and related footnotes are based upon estimated amountsfor the current fiscal year and assumes the Fund issues approximately 12,500,000 Common Shares.

Example

The following Example illustrates the various costs and expenses (including the sales load of $45.00 andestimated offering costs of $2.00) that you would pay on a $1,000 investment in Common Shares of the Fund forthe time periods indicated, assuming (1) total net annual expenses of 2.44% of net assets attributable to CommonShares in years one through ten (which assumes the Fund’s use of leverage through borrowings in an aggregateamount equal to 27.5% of the Fund’s Managed Assets), and (2) a 5% annual return*:

1 Year 3 Years 5 Years 10 Years

$71 $119 $171 $312

* The example should not be considered a representation of future expenses, and actual expenses may begreater or less than those shown. The example assumes that the estimated “Other Expenses” set forth in theAnnual Expenses table are accurate and that all dividends and distributions are reinvested at NAV. Actualexpenses may be greater or less than those assumed. Moreover, the Fund’s actual rate of return may begreater or less than the hypothetical 5% return shown in the example.

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USE OF PROCEEDS

The net proceeds of the offering of Common Shares will be approximately $ ($ if the Underwritersexercise the overallotment option in full) after payment of the estimated organizational and offering costs. TheInvestment Adviser has agreed to pay (i) all organizational expenses of the Fund and (ii) offering expenses (otherthan the sales load) that exceed $.04 per Common Share. The Fund will invest the net proceeds of the offeringaccording to its investment objective and policies. The Fund currently anticipates that it will be able to fullyinvest net proceeds in accordance with its investment objective and policies within approximately three monthsafter the completion of this offering, depending on the availability of securities consistent with the Fund’sinvestment objective. Pending such investment, it is anticipated that the proceeds will be invested in short-term,tax-exempt or taxable investment grade securities.

THE FUND

The Fund is a newly organized, non-diversified, closed-end management investment company registeredunder the 1940 Act. The Fund was organized as a Delaware statutory trust on July 7, 2014. As a newly organizedentity, the Fund has no operating history. The Fund’s investment objective is a non-fundamental policy that maybe changed by the Fund’s Board of Trustees without prior approval of common shareholders. The Fund’sprincipal office is located at 200 West Street, New York, New York 10282, and its telephone number is212-902-1000.

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GENERAL INVESTMENT MANAGEMENT APPROACH

Goldman Sachs’ MLP Energy Investment Philosophy

Evaluate Overall Energy Trends.

The Goldman Sachs Energy & Infrastructure Team examines the capital spending patterns of the upstreamoil and gas industry to identify areas with growing oil and gas production and to identify those areas that are outof favor. Through this process, the team aims to understand potential shifts in regional supply and demandbalances. In particular, the team monitors supply and demand trends across multiple commodities, includingcrude oil, refined products, natural gas, natural gas liquids, and coal, identifying short-term and long-term trendsand potential impacts across the entire energy value chain. The upstream oil and gas industry encompassesexploration, recovery, development and production of crude oil, natural gas and natural gas liquids. This mayinclude searching for potential underground or underwater oil and gas fields, drilling of exploratory wells, andoperation of wells that recover and bring the crude oil and/or raw natural gas to the surface.

Establish Implications for Energy Infrastructure.

Having identified supply and demand trends, the team then assesses the implications of these trends acrossthe energy value chain for the purposes of:

• Product or Commodity Exposure Selection: Depending upon which product or commodity the upstreamoil and gas industry is directing the majority of its investment dollars towards, the team determines thesub-sectors in the midstream oil and gas industry.

• Functional Exposure Selection: Even for a given commodity, different parts of the infrastructure valuechain experience varying demand over time. For instance, in the early stages of development of oil andgas fields, “gathering” infrastructure is most in demand. As development accelerates, other parts of theinfrastructure value chain such as “long-haul pipelines” and “storage” infrastructure experience greaterdemand. Understanding the development cycle enables the team to focus on assets with the appropriatefunctional exposure.

• Regional Exposure Selection: Identifying areas experiencing production growth and regions that are outof favor helps the team:

• Determine which regions are more likely to demonstrate increased demand for energy infrastructure

• Identify regions with redundant infrastructure that may eventually manifest in lower cash flows due tothe shifts in supply and demand balances

Identify Specific Companies for Investment.

Having established an understanding of how supply and demand patterns could shift over time and theirimplications for energy infrastructure, the team undertakes detailed bottom-up analysis of individual companieswith exposure to the trends identified. This process helps identify companies with potential for above-averagedistribution growth over multiple years and also helps isolate potential trouble spots. Specifically, the team:

• Creates and maintains proprietary financial models on companies within the investment universe anddevelops independent income and cash flow estimates which are then used to benchmark companies’actual results;

• Spends considerable time engaging in dialogue with management teams to gain a better understanding ofcompanies’ strategic direction, attitude towards capital stewardship, and other aspects such as propensityfor acquisitions, etc.;

• Employs multiple valuation methodologies including discounted cash flow analysis, yield-basedvaluation, and other cash flow-based metrics to estimate fair value of target companies; and

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• Monitors the health of target companies’ balance sheets, availability of liquidity, access to debt andequity markets, and other similar factors.

Buy/Sell Discipline

The team believes in balancing growth with other important attributes, including reliability of currentdistributions, credit ratings and leverage and considers those factors when evaluating potential investments.

Similarly, deterioration in growth prospects, falling distribution coverage, limited liquidity in the face ofincreasing capital expenditure commitments, and rising leverage are examples of signals that the team relies onin deciding whether or not to sell a position.

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INVESTMENT OBJECTIVE AND STRATEGIES

Investment Objective

The Fund seeks a high level of total return with an emphasis on current distributions to shareholders. Therecan be no assurance that the Fund will achieve its investment objective or that the Fund’s investment programwill be successful. The Fund’s investment objective is not fundamental and may be changed without shareholdervote. The Fund will provide shareholders with at least 60 days’ prior notice of any change in its investmentobjective.

Principal Investment Strategies

Under normal market conditions, the Fund will invest at least 80% of its Managed Assets in MLPs andother energy investments. “Managed Assets” means the total assets of the Fund (including any assets attributableto borrowings for investment purposes) minus the sum of the Fund’s accrued liabilities (other than liabilitiesrepresenting borrowings for investment purposes). The Fund may also invest in securities and other instrumentsissued by income and royalty trusts and other issuers.

The Fund’s MLP investments may include, but are not limited to, MLPs structured as limited partnerships(“LPs”) or limited liability companies (“LLCs”); MLPs that are organized as LPs or LLCs, but taxed as “C”corporations; equity securities that represent an indirect interest in an MLP issued by an MLP affiliate, includinginstitutional units (“I-Units”) and MLP general partner or managing member interests; “C” corporations whosepredominant assets are interests in MLPs; MLP equity securities, including MLP common units, MLPsubordinated units, MLP convertible subordinated units and MLP preferred units; private investments in publicequities (“PIPEs”) issued by MLPs; MLP debt securities; and other U.S. and non-U.S. equity and fixed incomesecurities and derivative instruments that provide exposure to the MLP market, including pooled investmentvehicles that primarily hold MLP interests and exchange-traded notes (“ETNs”). The Fund’s other energyinvestments may include equity and fixed income securities of U.S. and non-U.S. companies other than MLPsthat (i) are classified by a third party as operating within the oil and gas storage, transportation, refining,marketing, drilling, exploration or production sub-industries or (ii) have at least 50% of their assets, income,sales or profits committed to, or derived from, the exploration, development, production, gathering,transportation (including marine), transmission, terminal operation, processing, storage, refining, distribution,mining or marketing of natural gas, natural gas liquids (including propane), crude oil, refined petroleumproducts, coal, electricity or other energy sources, energy-related equipment or services. The Fund’s MLP andother energy investments may also include companies that engage in owning, managing and transportingalternative energy assets, including alternative fuels such as ethanol, hydrogen and biodiesel. The Fund mayinvest in shares of initial public offerings (“IPOs”), secondary market issuances and private transactions(including pre-acquisition and pre-IPO equity issuances and investments in private companies). The Fund doesnot intend to invest more than 30% of its Managed Assets in other energy investments.

The Fund may invest up to 20% of its Managed Assets in U.S. and non-U.S. equity and fixed incomesecurities and derivative instruments that are not MLP or other energy investments. Such issuers may be treatedas corporations for U.S. federal income tax purposes and, therefore, may not offer the tax benefits of MLPinvestments. See “Taxation.”

The Fund currently expects to concentrate its investments in the energy sector, with an emphasis onmidstream MLP investments. The Fund will invest in investments across the energy value chain, includingupstream, midstream and downstream investments. At various times, the Fund may be more heavily invested inone segment of the energy value chain over another, and may not always be invested in all three segments,depending on market conditions. Midstream MLP investments include companies that are engaged in thetreatment, gathering, compression, processing, transportation, transmission, fractionation, storage andterminalling of natural gas, natural gas liquids, crude oil, refined products or coal. Midstream MLPs may alsooperate ancillary businesses including marketing of energy products and logistical services. Upstream MLPinvestments include companies that are engaged in the exploration, recovery, development and production of

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crude oil, natural gas and natural gas liquids. An upstream MLP’s cash flow and distributions are driven by theamount of oil, natural gas, natural gas liquids and crude oil produced and the demand for and price of suchcommodities. Downstream MLP investments include companies that are primarily engaged in the processing,treatment, and refining of natural gas liquids and crude oil, marketing and other “end-customer” distributionactivities relating to refined energy sources. The Fund’s MLP investments may be of any capitalization size.

MLPs formed as LPs or LLCs are generally treated as partnerships for U.S. federal income tax purposes.To be treated as a partnership for U.S. federal income tax purposes, an MLP must derive at least 90% of its grossincome for each taxable year from qualifying sources, including activities such as the exploration, development,mining, production, processing, refining, transportation, storage and certain marketing of mineral or naturalresources. MLPs are generally publicly traded, are regulated by the SEC and must make public filings like anypublicly traded entity. The Fund may also invest in privately placed securities of publicly traded MLPs.

Many of the MLPs in which the Fund may invest operate oil, gas or petroleum facilities, or other facilitieswithin the energy sector. The Fund may also invest in “upstream” and “downstream” MLPs. Upstream MLPs areprimarily engaged in the exploration, recovery, development and production of crude oil, natural gas and naturalgas liquids. Downstream MLPs are primarily engaged in the processing, treatment, and refining of natural gasliquids and crude oil. The MLPs in which the Fund invests may also engage in owning, managing andtransporting alternative energy assets, including alternative fuels such as ethanol, hydrogen and biodiesel.

The Fund will be treated as a regular corporation, or a “C” corporation, for U.S. federal income taxpurposes and, as a result, unlike most investment companies, is subject to corporate income tax to the extent theFund recognizes taxable income. Given the Fund’s concentration in MLPs, the Fund is not eligible to be treatedas a “regulated investment company” under the Code. The types of MLPs in which the Fund intends to investhistorically have made cash distributions to limited partners or members that exceed the amount of taxableincome allocable to limited partners or members, due to a variety of factors, including significant non-cashdeductions such as depreciation and depletion. If the cash distributions exceed the taxable income reported in aparticular tax year, the excess cash distributions would not be taxed as income to the Fund in that tax year butrather would be treated as a return of capital for federal income tax purposes to the extent of the Fund’s basis inits MLP units. Similarly, the Fund may distribute cash in excess of its earnings and profits (as computed for taxpurposes) to its holders common shareholders, which may be treated as a return of capital for tax purposes to theextent of the common shareholders’ bases in the Fund’s Common Shares. To the extent that distributions tocommon shareholders are treated as a return of capital, their basis in the Fund’s Common Shares will be reduced,which will increase the amount of gain (or decrease the amount of loss) realized upon a subsequent sale orredemption of such shares. However, there can be no assurance that the Fund’s expectations will be realized. Ifthese expectations are not realized, the Fund will have more corporate income tax expense than expected, whichwill result in less cash available to distribute to its common shareholders. Additionally, a greater portion ofdistributions to the Fund’s common shareholders would be treated as a taxable dividend, as opposed to a return ofcapital for tax purposes. Unlike traditional closed-end funds, the Fund is subject to U.S. federal income tax on itstaxable income at the graduated rates applicable to corporations (currently a maximum rate of 35%) as well asstate and local income taxes.

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PORTFOLIO SECURITIES AND TECHNIQUES

Master Limited Partnerships

A MLP is generally an entity receiving partnership taxation treatment under the Code, and whose interestsor “units” are traded on securities exchanges like shares of corporate stock. A typical MLP consists of a generalpartner and limited partners; however, some entities receiving partnership taxation treatment under the Code areestablished as limited liability companies. The general partner manages the partnership; has an ownership stakein the partnership; and is typically eligible to receive an incentive distribution. The limited partners providecapital to the partnership, have a limited (if any) role in the operation and management of the partnership, andreceive cash distributions. Due to their partnership structure, MLPs generally do not pay income taxes.

Holders of MLP units could potentially become subject to liability for all of the obligations of an MLP, if acourt determines that the rights of the unitholders to take certain action under the limited partnership agreementwould constitute “control” of the business of that MLP, or if a court or governmental agency determines that theMLP is conducting business in a state without complying with the limited partnership statute of that state. See“Principal Risks of the Fund—Master Limited Partnership Risk.”

To be treated as a partnership for U.S. federal income tax purposes, an MLP must derive at least 90% of itsgross income for each taxable year from qualifying sources, including activities such as the exploration,development, mining, production, processing, refining, transportation, storage and certain marketing of mineralor natural resources. Many of the MLPs in which the Fund may invest operate oil, gas or petroleum facilities, orother facilities within the energy sector.

MLPs Structured as Limited Liability Companies

Some energy companies in which the Fund may invest have been organized as MLP LLCs. Such MLPLLCs are generally treated in the same manner as MLPs organized as LPs for federal income tax purposes.Consistent with its investment objective and policies, the Fund may invest in common units or other securities ofsuch MLP LLCs. MLP LLC common units represent an equity ownership interest in an MLP LLC, entitling theholders to a share of the MLP LLC’s success through distributions and/or capital appreciation. Similar to MLPs,MLP LLCs typically do not pay federal income tax at the entity level and are required by their operatingagreements to distribute a large percentage of their current operating earnings. MLP LLC common unitholdersgenerally have first right to an MQD prior to distributions to subordinated unitholders and typically havearrearage rights if the MQD is not met. In the event of liquidation, MLP LLC common unitholders have firstright to the MLP LLC’s remaining assets after bondholders, other debt holders and preferred unitholders, if any,have been paid in full. MLP LLC common units typically trade on a national securities exchange or OTC. Incontrast to MLPs, MLP LLCs have no general partner and there are generally no incentives that entitlemanagement or other unitholders to increased percentages of cash distributions as distributions reach highertarget levels. In addition, MLP LLC common unitholders typically have voting rights with respect to the MLPLLC, whereas MLP common units have limited voting rights.

MLPs Taxed as “C” Corporations

Some MLPs are organized as LPs or LLCs but are taxed as “C” corporations that are subject to corporateincome tax to the extent they recognize taxable income and are subject to U.S. federal income tax on theirtaxable income at the graduated rates applicable to corporations (currently a maximum rate of 35%) as well asstate and local income taxes. Investments in units of MLPs that are taxed as “C” corporations may not offer theadvantageous tax characteristics of investments in other MLPs.

MLP Affiliates and I-Units

The Fund may invest in equity and debt securities that represent an indirect interest in an MLP issued byaffiliates of the MLP, including the general partners or managing members of MLPs and companies that ownMLP general partner interests. Such issuers may be organized and/or taxed as “C” corporations and therefore

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may not offer the advantageous tax characteristics of MLP units. The Fund may purchase such other MLP equitysecurities through market transactions, but may also do so through direct placements.

I-Units. I-Units represent an indirect ownership interest in an MLP and are issued by an MLP affiliate. The MLPaffiliate uses the proceeds from the sale of I-Units to purchase limited partnership interests in its affiliated MLP.Thus, I-Units represent an indirect interest in an MLP. I-Units have limited voting rights and are similar in thatrespect to MLP common units. I-Units differ from MLP common units primarily in that instead of receiving cashdistributions, holders of I-Units will receive distributions of additional I-Units in an amount equal to the cashdistributions received by common unit holders. I-Units are typically traded on the NYSE. Issuers of MLP I-Unitsare treated as corporations and not partnerships for tax purposes.

MLP General Partner or Managing Member Interests. The general partner or managing member interest in anMLP is typically retained by the original sponsors of an MLP, such as its founders, corporate partners andentities that sell assets to the MLP. The holder of the general partner or managing member interest can be liablein certain circumstances for amounts greater than the amount of the holder’s investment in the general partner ormanaging member. MLPs have liabilities, such as litigation, environmental liability, and regulatory proceedingsrelated to their business operations or transactions. To the extent that actual outcomes differ from management’sestimates, earnings would be affected. If recorded liabilities are not adequate, earnings would be reduced. To theextent that an MLP incurs liability for which there was an inadequate offsetting liability recorded, or if reservesor insurance are not available to satisfy an MLP’s liabilities, the MLP’s general partner would be liable for thoseamounts, which could be in excess of its investment in the MLP. However, MLP general partners typically arestructured as limited partnerships or limited liability companies in order to limit their liability to the creditors ofthe MLP to the amount of capital the general partner has invested in the MLP. The Fund may also invest in MLPgeneral partner interests that are structured as corporations.

General partner or managing member interests often confer direct board participation rights in, and in manycases control over the operations of, the MLP. General partner or managing member interests can be privatelyheld or owned by publicly traded entities. General partner or managing member interests receive cashdistributions, typically in an amount of up to 2% of available cash, which is contractually defined in thepartnership or limited liability company agreement. In addition, holders of general partner or managing memberinterests typically receive IDRs, which provide them with an increasing share of the entity’s aggregate cashdistributions upon the payment of per common unit distributions that exceed specified threshold levels above theMQD. Incentive distributions to a general partner are designed to encourage the general partner, which controlsand operates the partnership, to maximize the partnership’s cash flow and increase distributions to the limitedpartners. Due to the IDRs, general partners of MLPs have higher distribution growth prospects than theirunderlying MLPs, but quarterly incentive distribution payments would also decline at a greater rate than thedecline rate in quarterly distributions to common and subordinated unit holders in the event of a reduction in theMLP’s quarterly distribution. The ability of the limited partners or members to remove the general partner ormanaging member without cause is typically very limited. In addition, some MLPs permit the holder of IDRs toreset, under specified circumstances, the incentive distribution levels and receive compensation in exchange forthe distribution rights given up in the reset.

MLP Equity Securities

Equity securities issued by MLPs generally consist of common units, subordinated units and preferredunits, as described more fully below.

MLP Common Units. The common units of many MLPs are listed and traded on U.S. securities exchanges,including the NYSE and NASDAQ. The Fund will purchase such common units through open markettransactions and underwritten offerings, but may also acquire common units through direct placements andprivately negotiated transactions or PIPEs. Holders of MLP common units typically have very limited controland voting rights. Holders of such common units are typically entitled to receive a MQD from the issuer, andtypically have a right, to the extent that an MLP fails to make a previous MQD, to recover in future distributionsthe amount by which the MQD was short (“arrearage rights”). Generally, an MLP must pay (or set aside forpayment) the MQD to holders of common units before any distributions may be paid to subordinated unit

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holders. In addition, incentive distributions are typically not paid to the general partner or managing memberunless the quarterly distributions on the common units exceed specified threshold levels above the MQD. In theevent of a liquidation, common unit holders are intended to have a preference with respect to the remainingassets of the issuer over holders of subordinated units. MLPs issue different classes of common units that mayhave different voting, trading, and distribution rights. The Fund may invest in different classes of common units.

MLP Subordinated Units. Subordinated units, which, like common units, represent limited partner or memberinterests, are not typically listed or traded on an exchange. The Fund may purchase outstanding subordinatedunits through negotiated transactions directly with holders of such units or newly issued subordinated unitsdirectly from the issuer. Holders of such subordinated units are generally entitled to receive a distribution onlyafter the MQD and any arrearages from prior quarters have been paid to holders of common units. Holders ofsubordinated units typically have the right to receive distributions before any incentive distributions are payableto the general partner or managing member. Subordinated units generally do not provide arrearage rights. MostMLP subordinated units are convertible into common units after the passage of a specified period of time or uponthe achievement by the issuer of specified financial goals. MLPs issue different classes of subordinated units thatmay have different voting, trading, and distribution rights. The Fund may invest in different classes ofsubordinated units.

MLP Convertible Subordinated Units. MLP convertible subordinated units are typically issued by MLPs tofounders, corporate general partners of MLPs, entities that sell assets to MLPs, and institutional investors.Convertible subordinated units increase the likelihood that, during the subordination period, there will beavailable cash to be distributed to common unitholders. MLP convertible subordinated units generally are notentitled to distributions until holders of common units have received their specified MQD, plus any arrearages,and may receive less than common unitholders in distributions upon liquidation. Convertible subordinatedunitholders generally are entitled to MQD prior to the payment of incentive distributions to the general partner,but are not entitled to arrearage rights. Therefore, MLP convertible subordinated units generally entail greaterrisk than MLP common units. Convertible subordinated units are generally convertible automatically into seniorcommon units of the same issuer at a one-to-one ratio upon the passage of time or the satisfaction of certainfinancial tests. Convertible subordinated units do not trade on a national exchange or OTC, and there is no activemarket for them. The value of a convertible subordinated unit is a function of its worth if converted into theunderlying common units. Convertible subordinated units generally have similar voting rights as do MLPcommon units. Distributions may be paid in cash or in-kind.

MLP Preferred Units. MLP preferred units are not typically listed or traded on an exchange. The Fund maypurchase MLP preferred units through negotiated transactions directly with MLPs, affiliates of MLPs andinstitutional holders of such units. Holders of MLP preferred units can be entitled to a wide range of voting andother rights, depending on the structure of each separate security. In most cases, holders of preferred units areentitled to receive distributions before distributions are made to common unitholders that are either equal to theMQD, or set at a fixed rate that is above the MLP’s current distribution. Preferred units are senior in the capitalstructure to common units, but are subordinate to debt holders.

“C” Corporations with Predominant Assets in MLP Interests

“C” corporations whose predominant assets are interests in MLPs must pay entity-level corporate taxes,and their shareholders are also subject to taxes on any dividends received. Investors in such “C” corporationshave voting rights while, by contrast, unitholders of MLPs are “limited partners” and have no role in theorganizations’ operations or management.

PIPEs

The Investment Adviser may elect to invest in PIPEs and other unregistered or otherwise restrictedsecurities issued by public MLPs and similar entities, including unregistered MLP preferred units. TheInvestment Adviser expects most such private securities to be liquid within six to nine months of funding, butmay also invest in other private securities with significantly longer or shorter restricted periods. PIPEs involve

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the direct placement of equity securities to a purchaser such as the Fund. Equity issued in this manner is oftenunregistered and therefore less liquid than equity issued through a public offering. Such private equity offeringsprovide issuers greater flexibility in structure and timing as compared to public offerings. The followinghighlights some of the reasons MLPs choose to issue equity through private placements:

Effective Acquisition Funding Vehicle. MLPs typically distribute all of their available cash at the end of eachquarter, and therefore generally finance acquisitions through the issuance of additional equity and debt securities.PIPEs allow MLPs to structure the equity funding to close concurrently with an acquisition, thereby eliminatingor reducing the equity funding risk. This avoids equity overhang issues (discussed below) and can ease ratingagency concerns over interim excessive leverage associated with an acquisition.

Eliminates or Reduces Equity Overhang Issues. Generally an MLP’s unit price declines when investors know theMLP will be issuing public equity in the near term. An example of this is when an MLP closes a sizeableacquisition funded under its credit facility or with another form of debt financing. In this situation, equityinvestors will typically wait for the public offering to provide additional liquidity, and therefore the demand forunits is reduced, and the unit price falls. Issuing units through a PIPE in conjunction with the acquisitioneliminates this equity overhang.

Broadens Investor Base. Public equity offerings for MLPs are typically allocated primarily to retail investors.Private placements allow issuers to access new pools of equity capital. In addition, institutional investors, such asthe Fund, that participate in PIPEs are potential investors for future equity financings.

Greater Structural Flexibility. Certain acquisitions and organic development projects require a more structuredform of equity. For example, organic projects that require significant capital expenditures that do not generatenear-term cash flow may require a class of equity that does not pay a distribution for a certain period. The publicequity market is generally not an efficient venue to raise this type of specialized equity. Given the significantnumber of organic projects that have been announced by MLPs, the private placement of PIPEs are believed bythe Investment Adviser to be likely to remain an important funding component in the MLP sector.

Avoided Cost and Uncertainty of Public Equity Issuance. Some issuers prefer the certainty of a private placementat a specified fixed discount, compared to the uncertainty of a public offering. The underwriting costs of a publicequity issuance in the MLP space can significantly reduce gross equity proceeds, and the unit price of theissuance can decline during the marketing of a public deal, resulting in increased cost to an issuer. The cost of aPIPE can be competitive with that of a public issuance while providing greater certainty of funding.

More Expedient Process with Limited Marketing Requirements. Unlike public equity offerings, privateplacements are typically more time efficient for management teams, with negotiations, due diligence andmarketing required only for a small targeted group of sophisticated institutional investors.

Monetizations. Financial sponsors, founding partners and/or parent companies typically own significant stakes inMLPs in the form of subordinated units. As these units are not registered, monetization alternatives are limited.PIPEs provide liquidity in these situations.

Many MLPs rely on the private placement market as a source of equity capital. Given the limitations inraising equity from a predominantly retail investor base and the tax and administrative constraints to significantinstitutional participation, PIPEs have been a popular financing alternative with many MLPs.

MLP Debt Securities

Debt securities issued by MLPs may include those rated below investment grade (that is, rated Ba or lowerby Moody’s, BB+ or lower by S&P or comparably rated by another NRSRO, or, if unrated, determined by theInvestment Adviser to be of comparable credit quality). These securities are commonly called “high yield” or“junk” bonds. The Fund may invest up to 20% of its Managed Assets in below investment grade debt securities.The Fund may invest in MLP debt securities without regard to credit quality or maturity. Investments in suchsecurities may not offer the tax characteristics of equity securities of MLPs.

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Non-MLP Equity Securities

The Fund may invest in equity securities, including common or ordinary stocks, ADRs, GGDRs, EDRs,preferred stock, convertible securities, investment companies (including other mutual funds or ETFs), and rightsand warrants.

Non-MLP Debt Securities

The Fund may invest in debt securities of other issuers, including debt securities rated below investmentgrade (that is, rated Ba or lower by Moody’s, BB+ or lower by S&P or comparably rated by another NRSRO, or,if unrated, determined by the Investment Adviser to be of comparable credit quality). These securities arecommonly called “high yield” or “junk” bonds. The Fund may invest in debt securities without regard for theirmaturity.

Greenfield Projects

Greenfield projects are energy-related projects built by private joint ventures formed by energy companies.Greenfield projects may include the creation of a new pipeline, processing plant or storage facility or otherenergy infrastructure asset that is integrated with the company’s existing assets. The Fund may invest in theequity of greenfield projects and also may invest in the secured debt of greenfield projects. However, aninvestment also may be structured as pay-in-kind securities with minimal or no cash interest or dividends untilconstruction is completed, at which time interest payments or dividends would be paid in cash. The InvestmentAdviser believes that this niche leverages the organizational and operating expertise of large, publicly tradedcompanies and provides the Fund with the opportunity to earn higher returns. Greenfield projects involve lessinvestment risk than typical private equity financing arrangements. The primary risk involved with greenfieldprojects is execution risk or construction risk. Changing project requirements, elevated costs for labor andmaterials, and unexpected construction hurdles all can increase construction costs. Financing risk exists shouldchanges in construction costs or financial markets occur. Regulatory risk exists should changes in regulationoccur during construction or the necessary permits are not secured prior to beginning construction.

Income Trusts

The Fund may invest in income trusts, including business trusts and royalty trusts. Income trusts areoperating businesses that have been put into a trust. They pay out the bulk of their free cash flow to unit holders.The businesses that are sold into these trusts are usually mature and stable income-producing companies that lendthemselves to fixed (monthly or quarterly) distributions. These trusts are regarded as equity investments withfixed-income attributes or high-yield debt with no fixed maturity date. These trusts typically offer regular incomepayments and a significant premium yield compared to other types of fixed income investments.

Business Trusts. A business trust is an income trust where the principal business of the underlying corporation orother entity is in the manufacturing, service or general industrial sectors. It is anticipated that the number ofbusinesses constituted or reorganized as income trusts will increase significantly in the future. Conversion to theincome trust structure is attractive to many existing mature businesses with relatively high, stable cash flows andlow capital expenditure requirements, due to tax efficiency and investor demand for high-yielding equitysecurities. One of the primary attractions of business trusts, in addition to their relatively high yield, is theirability to enhance diversification in the portfolio as they cover a broad range of industries and geographies,including public refrigerated warehousing, mining, coal distribution, sugar distribution, forest products, retailsales, food sales and processing, chemical recovery and processing, data processing, gas marketing and checkprinting. Each business represented is typically characterized by long life assets or businesses that have exhibiteda high degree of stability. Investments in business trusts are subject to various risks, including risks related to theunderlying operating companies controlled by such trusts. These risks may include lack of or limited operatinghistories and increased susceptibility to interest rate risks.

Royalty Trusts. A royalty trust typically controls an operating company which purchases oil and gas propertiesusing the trust’s capital. The royalty trust then receives royalties and/or interest payments from its

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operating company, and distributes them as income to its unit holders. Units of the royalty trust represent aneconomic interest in the underlying assets of the trust.

The Fund may invest in royalty trusts that are traded on stock exchanges. Royalty trusts are income truststhat own or control oil and gas operating companies. Royalty trusts pay out substantially all of the cash flow theyreceive from the production and sale of underlying crude oil and natural gas reserves to shareholders(unitholders) in the form of monthly dividends (distributions). As a result of distributing the bulk of their cashflow to unitholders, royalty trusts are effectively precluded from internally originating new oil and gas prospects.Therefore, these royalty trusts typically grow through acquisition of producing companies or those with provenreserves of oil and gas, funded through the issuance of additional equity or, where the trust is able, additionaldebt. Consequently, royalty trusts are considered less exposed to the uncertainties faced by a traditionalexploration and production corporation. However, they are still exposed to commodity risk and reserve risk, aswell as operating risk.

The operations and financial condition of royalty trusts, and the amount of distributions or dividends paidon their securities is dependent on oil and gas prices. Prices for commodities vary and are determined by supplyand demand factors, including weather, and general economic and political conditions. A decline in oil or gasprices could have a substantial adverse effect on the operations and financial conditions of the trusts. Such trustsare also subject to the risk of an adverse change in the regulations of the natural resource industry and otheroperational risks relating to the energy sector. In addition, the underlying operating companies held or controlledby the trusts are usually involved in oil exploration; however, such companies may not be successful in holding,discovering, or exploiting adequate commercial quantities of oil, the failure of which will adversely affect theirvalues. Even if successful, oil and gas prices have fluctuated widely during the most recent years and maycontinue to do so in the future. The Investment Adviser expects that the combination of global demand growthand depleting reserves, together with current geopolitical instability, will continue to support strong crude oilprices over the long term. However, recently, gas prices have been declining. Declining crude oil prices maycause the Fund to incur losses on its investments in royalty trusts. In addition, the demand in and supply to thedeveloping markets could be affected by other factors such as restrictions on imports, increased taxation, andcreation of government monopolies, as well as social, economic and political uncertainty and instability.Furthermore, there is no guarantee that non-conventional sources of natural gas will not be discovered whichwould adversely affect the oil industry.

Moreover, as the underlying oil and gas reserves are produced the remaining reserves attributable to theroyalty trust are depleted. The ability of a royalty trust to replace reserves is therefore fundamental to its abilityto maintain distribution levels and unit prices over time. Certain royalty trusts have demonstrated consistentpositive reserve growth year-over-year and, as such, certain royalty trusts have been successful to date in thisrespect and are thus currently trading at unit prices significantly higher than those of five or ten years ago.Royalty trusts manage reserve depletion through reserve additions resulting from internal capital developmentactivities and through acquisitions. When the Fund invests in foreign royalty trusts, it will also be subject toforeign securities risks. See “Principal Risks of the Fund—Foreign Investments Risk” and “Principal Risks of theFund—Royalty Trust Risk.”

Convertible Securities

The Fund may invest in convertible securities. Convertible securities are preferred stock or debt obligationsthat are convertible into common stock or other securities. Convertible securities generally offer lower interest ordividend yields than non-convertible securities of similar quality. Convertible securities in which the Fundinvests are subject to the same rating criteria as its other investments in fixed income securities. Convertiblesecurities have both equity and fixed income risk characteristics. Like all fixed income securities, the value ofconvertible securities is susceptible to the risk of market losses attributable to changes in interest rates.Generally, the market value of convertible securities tends to decline as interest rates increase and, conversely, toincrease as interest rates decline. However, when the market price of the common stock or other securityunderlying a convertible security exceeds the conversion price of the convertible security, the convertiblesecurity tends to reflect the market price of the underlying common stock or other security. As the market price

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of the underlying common stock or other security declines, the convertible security, like a fixed income security,tends to trade increasingly on a yield basis, and thus may not decline in price to the same extent as the underlyingcommon stock or other security.

Structured Securities

The Fund may invest in structured securities. Structured securities are securities whose value is determinedby reference to changes in the value of specific currencies, securities, interest rates, commodities, indices or otherfinancial indicators (the “Reference”) or the relative change in two or more References. Investments in structuredsecurities may provide exposure to certain securities or markets in situations where regulatory or otherrestrictions prevent direct investments in such issuers or markets.

The interest rate or the principal amount payable upon maturity or redemption may be increased ordecreased depending upon changes in the applicable Reference. Structured securities may be positively ornegatively indexed, so that appreciation of the Reference may produce an increase or decrease in the interest rateor value of the security at maturity. In addition, changes in the interest rates or the value of the security atmaturity may be a multiple of changes in the value of the Reference, effectively leveraging the Fund’sinvestment so that small changes in the value of the Reference may result in disproportionate gains or losses tothe Fund. Consequently, structured securities may present a greater degree of market risk than many types ofsecurities and may be more volatile, less liquid and more difficult to price accurately than less complexsecurities. Structured securities are also subject to the risk that the issuer of the structured securities may fail toperform its contractual obligations. Certain issuers of structured products may be deemed to be investmentcompanies as defined in the 1940 Act. As a result, the Fund’s investments in structured securities may be subjectto the limits applicable to investments in other investment companies.

Structured securities include, but are not limited to, equity linked notes. An equity linked note is a notewhose performance is tied to a single stock, a stock index or a basket of stocks. Equity linked notes combine theprincipal protection normally associated with fixed income investments with the potential for capital appreciationnormally associated with equity investments. Upon the maturity of the note, the holder generally receives a returnof principal based on the capital appreciation of the linked securities. Depending on the terms of the note, equitylinked notes may also have a “cap” or “floor” on the maximum principal amount to be repaid to holders,irrespective of the performance of the underlying linked securities. For example, a note may guarantee therepayment of the original principal amount invested (even if the underlying linked securities have negativeperformance during the note’s term), but may cap the maximum payment at maturity at a certain percentage ofthe issuance price or the return of the underlying linked securities. Alternatively, the note may not guarantee afull return on the original principal, but may offer a greater participation in any capital appreciation of theunderlying linked securities. The terms of an equity linked note may also provide for periodic interest paymentsto holders at either a fixed or floating rate. The secondary market for equity linked notes may be limited, and thelack of liquidity in the secondary market may make these securities difficult to dispose of and to value. Equitylinked notes will be considered equity securities for purposes of the Fund’s investment objective and policies.

Foreign Securities

The Fund may invest up to 20% of its Managed Assets in securities of foreign issuers, including securitiesquoted or denominated in a currency other than U.S. dollars. Investments in foreign securities may offer potentialbenefits not available from investments solely in U.S. dollar-denominated or quoted securities of domesticissuers. Such benefits may include the opportunity to invest in foreign issuers that appear, in the opinion of theInvestment Adviser, to offer the potential for better long term growth of capital and income than investments inU.S. securities, the opportunity to invest in foreign countries with economic policies or business cycles differentfrom those of the United States and the opportunity to reduce fluctuations in portfolio value by taking advantageof foreign securities markets that do not necessarily move in a manner parallel to U.S. markets. Investing in thesecurities of foreign issuers also involves, however, certain special risks, which are not typically associated withinvesting in U.S. dollar-denominated securities or quoted securities of U.S. issuers. Many of these risks are morepronounced for investments in emerging economies. See “Principal Risks of the Fund—Foreign InvestmentsRisk.”

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With respect to investments in certain foreign countries, there exist certain economic, political and socialrisks, including the risk of adverse political developments, nationalization, military unrest, social instability, warand terrorism, confiscation without fair compensation, expropriation or confiscatory taxation, limitations on themovement of funds and other assets between different countries, or diplomatic developments, any of which couldadversely affect the Fund’s investments in those countries. Governments in certain foreign countries continue toparticipate to a significant degree, through ownership interest or regulation, in their respective economies. Actionby these governments could have a significant effect on market prices of securities and dividend payments.

Many countries throughout the world are dependent on a healthy U.S. economy and are adversely affectedwhen the U.S. economy weakens or its markets decline. Additionally, many foreign country economies areheavily dependent on international trade and are adversely affected by protective trade barriers and economicconditions of their trading partners. Protectionist trade legislation enacted by those trading partners could have asignificant adverse affect on the securities markets of those countries. Individual foreign economies may differfavorably or unfavorably from the U.S. economy in such respects as growth of gross national product, rate ofinflation, capital reinvestment, resource self-sufficiency and balance of payments position.

Investments in foreign securities often involve currencies of foreign countries. Accordingly, the Fund maybe affected favorably or unfavorably by changes in currency rates and in exchange control regulations and mayincur costs in connection with conversions between various currencies. The Fund may be subject to currencyexposure independent of its securities positions. To the extent that the Fund is invested in foreign securities whilealso maintaining net currency positions, it may be exposed to greater combined risk. Currency exchange ratesmay fluctuate significantly over short periods of time. They generally are determined by the forces of supply anddemand in the foreign exchange markets and the relative merits of investments in different countries, actual oranticipated changes in interest rates and other complex factors, as seen from an international perspective.Currency exchange rates also can be affected unpredictably by intervention (or the failure to intervene) by U.S.or foreign governments or central banks or by currency controls or political developments in the United States orabroad.

Because foreign issuers generally are not subject to uniform accounting, auditing and financial reportingstandards, practices and requirements comparable to those applicable to U.S. companies, there may be lesspublicly available information about a foreign company than about a U.S. company. Volume and liquidity inmost foreign securities markets are less than in the United States and securities of many foreign companies areless liquid and more volatile than securities of comparable U.S. companies. The securities of foreign issuers maybe listed on foreign securities exchanges or traded in foreign OTC markets. Fixed commissions on foreignsecurities exchanges are generally higher than negotiated commissions on U.S. exchanges, although the Fundendeavors to achieve the most favorable net results on its portfolio transactions. There is generally lessgovernment supervision and regulation of foreign securities exchanges, brokers, dealers and listed and unlistedcompanies than in the United States, and the legal remedies for investors may be more limited than the remediesavailable in the United States. For example, there may be no comparable provisions under certain foreign laws toinsider trading and similar investor protections that apply with respect to securities transactions consummated inthe United States.

Foreign markets also have different clearance and settlement procedures, and in certain markets there havebeen times when settlements have been unable to keep pace with the volume of securities transactions, making itdifficult to conduct such transactions. Such delays in settlement could result in temporary periods when some ofthe Fund’s assets are uninvested and no return is earned on such assets. The inability of the Fund to makeintended security purchases due to settlement problems could cause the Fund to miss attractive investmentopportunities. Inability to dispose of portfolio securities due to settlement problems could result either in lossesto the Fund due to subsequent declines in value of the portfolio securities or, if the Fund has entered into acontract to sell the securities, in possible liability to the purchaser.

The Fund may invest in foreign securities which take the form of sponsored and unsponsored ADRs,GDRs, EDRs or other similar instruments representing securities of foreign issuers (together, “DepositaryReceipts”). ADRs represent the right to receive securities of foreign issuers deposited in a domestic bank or a

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correspondent bank. ADRs are traded on domestic exchanges or in the U.S. OTC market and, generally, are inregistered form. EDRs and GDRs are receipts evidencing an arrangement with a non-U.S. bank similar to that forADRs and are designed for use in the non-U.S. securities markets. EDRs and GDRs are not necessarily quoted inthe same currency as the underlying security. To the extent the Fund acquires Depositary Receipts through bankswhich do not have a contractual relationship with the foreign issuer of the security underlying the DepositaryReceipts to issue and service such unsponsored Depositary Receipts, there is an increased possibility that theFund will not become aware of and be able to respond to corporate actions such as stock splits or rights offeringsinvolving the foreign issuer in a timely manner. In addition, the lack of information may result in inefficiencies inthe valuation of such instruments. Investment in Depositary Receipts does not eliminate all the risks inherent ininvesting in securities of non-U.S. issuers. The market value of Depositary Receipts is dependent upon themarket value of the underlying securities and fluctuations in the relative value of the currencies in which theDepositary Receipts and the underlying securities are quoted. However, by investing in Depositary Receipts,such as ADRs, which are quoted in U.S. dollars, the Fund may avoid currency risks during the settlement periodfor purchases and sales.

The Fund may invest in countries with emerging economies or securities markets. Political and economicstructures in many of such countries may be undergoing significant evolution and rapid development, and suchcountries may lack the social, political and economic stability characteristic of more developed countries. Certainof such countries have in the past failed to recognize private property rights and have at times nationalized orexpropriated the assets of private companies. As a result, the risks described above, including the risks ofnationalization or expropriation of assets, may be heightened. See “Description of Investment Securities andPractices—Investing in Emerging Countries” in the SAI.

Private Company Investments

The Fund may invest a portion of its assets in investments in a limited number of private companyinvestments that the Fund may need to hold for several years. The Fund may invest in equity securities or debtsecurities, including debt securities issued with warrants to purchase equity securities or that are convertible intoequity securities, of private companies. The Fund’s private company investments may include investments inentities formed to own and operate particular energy infrastructure assets.

Pre-IPO Investments

The Fund may invest a portion of its assets in shares of companies that it believes are likely to issuesecurities in IPOs. Although there is a potential the pre-IPO securities that the Fund buys may increase in value ifthe company does issue securities in an IPO, IPOs are risky and volatile and may cause the value of the Fund’sinvestments to decrease significantly. Also, because securities of pre-IPO companies are generally not freely orpublicly tradeable, the Fund may not have access to purchase securities in these companies in the amounts or atthe prices the Fund desires. Securities issued by these privately-held companies have no trading history, andinformation about such companies may be available for very limited periods. The companies that the Fundanticipates holding successful IPOs may not ever issues shares in an IPO and a liquid market for their securitiesmay never develop, which may negatively affect the price at which the Fund can sell any such securities andmake it more difficult to sell such securities, which could also adversely affect the Fund’s liquidity.

Initial Public Offerings

The Fund may invest a portion of its assets in shares of IPOs, if consistent with the Fund’s investmentobjective and policies. IPOs may have a magnified impact on the performance of a fund with a small asset base.The impact of IPOs on a fund’s performance likely will decrease as such fund’s asset size increases, which couldreduce such fund’s returns. IPOs may not be consistently available to the Fund for investing. IPO sharesfrequently are volatile in price due to the absence of a prior public market, the small number of shares availablefor trading and limited information about the issuer. Therefore, the Fund may hold IPO shares for a very shortperiod of time. This may increase turnover and may lead to increased expenses, such as commissions andtransaction costs all of which will be borne indirectly by the common shareholder. In addition, IPO shares can

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experience an immediate drop in value if the demand for the securities does not continue to support the offeringprice.

Options on Securities and Securities Indices

A put option gives the purchaser of the option the right to sell, and the writer (seller) of the option theobligation to buy, the underlying instrument during the option period. A call option gives the purchaser of theoption the right to buy, and the writer (seller) of the option the obligation to sell, the underlying instrumentduring the option period. The Fund may write (sell) covered call and put options and purchase put and calloptions on any securities in which the Fund may invest or on any securities index consisting of securities inwhich it may invest.

The writing and purchase of options is a highly specialized activity which involves special investmentrisks. Options may be used for either hedging or cross-hedging purposes, or to seek to increase total return(which presents additional risk). The successful use of options depends in part on the ability of the InvestmentAdviser to anticipate future price fluctuations and the degree of correlation between the options and securitiesmarkets. If the Investment Adviser is incorrect in its expectation of changes in market prices or determination ofthe correlation between the instruments or indices on which options are written and purchased and theinstruments in the Fund’s investment portfolio, the Fund may incur losses that it would not otherwise incur. Theuse of options can also increase the Fund’s transaction costs. Options written or purchased by the Fund may betraded on either U.S. or foreign exchanges or OTC. Foreign and OTC options will present greater possibility ofloss because of their greater illiquidity and credit risks.

In lieu of entering into “protective put” transactions, the Fund may engage in barrier options transactions asan alternative means to offset or hedge against a decline in the market value of the Fund’s securities. Barrieroptions are similar to standard options except that they become activated or are extinguished when the underlyingasset reaches a predetermined level or barrier. “Down and out” barrier options are canceled or “knocked out” ifthe underlying asset falls to a pre-determined level. “Down and in” barrier options are activated or “knocked in”if the underlying asset falls to a pre-determined level. “Up and out” barrier options are extinguished or “knockedout” if the underlying asset rises to a predetermined level. “Up and in” barrier options are activated or “knockedin” if the underlying asset rises to a predetermined level. If the Investment Adviser sets too high or too low abarrier, and the option is either extinguished or “knocked out” or the options are never activated or “knocked in,”the benefits to the Fund of using a barrier option strategy may be limited and the costs associated with a barrieroption strategy could be detrimental to the Fund’s performance. When writing an option, the Fund must “setaside” liquid assets, or engage in other appropriate measures to “cover” its obligation under the option contract.

Futures Contracts and Options and Swaps on Futures Contracts

Futures contracts are standardized, exchange-traded contracts that provide for the sale or purchase of aspecified financial instrument or currency at a future time at a specified price. An option on a futures contractgives the purchaser the right (and the writer of the option the obligation) to assume a position in a futurescontract at a specified exercise price within a specified period of time. A swap on a futures contract provides aninvestor with the ability to gain economic exposure to a particular futures market; however, unlike a futurescontract that is exchange-traded, a swap on a futures contract is an OTC transaction. A futures contract may bebased on particular securities, foreign currencies, securities indices and other financial instruments and indices.The Fund may engage in futures transactions on both U.S. and foreign exchanges.

The Fund may purchase and sell futures contracts, purchase and write call and put options on futurescontracts and enter into swaps on futures contracts, in order to seek to increase total return or to hedge againstchanges in interest rates, securities prices or currency exchange rates, or to otherwise manage its term structure,sector selections and duration in accordance with its investment objective and policies. The Fund may also enterinto closing purchase and sale transactions with respect to such contracts and options. The Investment Adviserhas claimed an exclusion with respect to the Fund from the definition of the term “commodity pool operator”under the CEA and, therefore, is not currently subject to registration or regulation as a pool operator under thatCEA with respect to the Fund.

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Futures contracts and related options and swaps present the following risks:

• While the Fund may benefit from the use of futures and options and swaps on futures, unanticipatedchanges in interest rates, securities prices or currency exchange rates may result in poorer overallperformance than if the Fund had not entered into any futures contracts, options transactions or swaps.

• Because perfect correlation between a futures position and a portfolio position that is intended to beprotected is impossible to achieve, the desired protection may not be obtained and the Fund may beexposed to additional risk of loss.

• The loss incurred by the Fund in entering into futures contracts and in writing call options and enteringinto swaps on futures is potentially unlimited and may exceed the amount of the premium received.

• Futures markets are highly volatile and the use of futures may increase the volatility of the Fund’s NAV.

• As a result of the low margin deposits normally required in futures trading, a relatively small pricemovement in a futures contract may result in substantial losses to the Fund.

• Futures contracts and options and swaps on futures may be illiquid, and exchanges may limit fluctuationsin futures contract prices during a single day.

• Foreign exchanges may not provide the same protection as U.S. exchanges.

Forward Contracts

Forward contracts involve the purchase or sale of a specific quantity of a commodity, government security,foreign currency, or other financial instrument at the current or spot price, with delivery and settlement at aspecified future date.

Because it is a completed contract, a purchase forward contract can be a cover for the sale of a futurescontract. The Fund may enter into forward contracts for hedging purposes and non-hedging purposes (i.e., toincrease returns). Forward contracts may be used by the Fund for hedging purposes to protect against uncertaintyin the level of future foreign currency exchange rates, such as when the Fund anticipates purchasing or selling aforeign security. For example, this technique would allow the Fund to “lock in” the U.S. dollar price of thesecurity. Forward contracts may also be used to attempt to protect the value of the Fund’s existing holdings offoreign securities. There may be, however, an imperfect correlation between the Fund’s foreign securitiesholdings and the forward contracts entered into with respect to those holdings. Forward contracts may also beused for nonhedging purposes to pursue the Fund’s investment objective, such as when the Fund’s InvestmentAdviser anticipates that particular foreign currencies will appreciate or depreciate in value, even thoughsecurities denominated in those currencies are not then held in the Fund’s portfolio. There is no requirement thatthe Fund hedge all or any portion of its exposure to foreign currency risks.

Forward contracts and options thereon, unlike futures contracts, are not traded on exchanges and are notstandardized; rather, banks and dealers act as principals in these markets, negotiating each transaction on anindividual basis. Forward and “cash” trading is substantially unregulated; there is no limitation on daily pricemovements and speculative position limits are not applicable. The principals who deal in the forward markets arenot required to continue to make markets in the currencies or commodities they trade and these markets canexperience periods of illiquidity, sometimes of significant duration. There have been periods during which certainparticipants in these markets have refused to quote prices for certain currencies or commodities or have quotedprices with an unusually wide spread between the price at which they were prepared to buy and that at which theywere prepared to sell. Disruptions can occur in any market traded by the Investment Adviser due to unusually hightrading volume, political intervention or other factors. Arrangements to trade forward contracts may be made withonly one or a few counterparties, and liquidity problems therefore might be greater than if such arrangements weremade with numerous counterparties. The imposition of controls by governmental authorities might also limit suchforward (and futures) trading to less than that which the Investment Adviser would otherwise recommend, to thepossible detriment of the Fund. Market illiquidity or disruption could result in major losses to the Fund. In addition,the Fund will be exposed to credit risks with regard to counterparties with which it trades as well as risks relating tosettlement default. Such risks could result in substantial losses to the Fund.

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Equity Swaps and Index Swaps

The Fund may invest in equity swaps and index swaps. Equity swaps allow the parties to a swap agreementto exchange the dividend income or other components of return on an equity investment (for example, a group ofequity securities or an index) for another payment stream. An equity swap may be used by the Fund to invest in amarket without owning or taking physical custody of securities in circumstances in which direct investment maybe restricted for legal reasons or is otherwise deemed impractical or disadvantageous. Index swaps allow theFund to receive one or more payments based off of the return, performance or volatility of an index or of certainsecurities which comprise the index.

The value of swaps can be very volatile. To the extent that the Investment Adviser does not accuratelyanalyze and predict the potential relative fluctuation of the components swapped with another party, or thecreditworthiness of the counterparty, the Fund may suffer a loss, which may be substantial. The value of somecomponents of a swap (such as the dividends on a common stock) may also be sensitive to changes in interestrates. Furthermore, swaps may be illiquid, and the Fund may be unable to terminate its obligations when desired.

Currently, certain standardized swap transactions are subject to mandatory central clearing. Althoughcentral clearing is expected to decrease counterparty risk and increase liquidity compared to bilaterally negotiatedswaps, central clearing does not eliminate counterparty risk or illiquidity risk entirely.

In the case of swaps that do not cash settle, for example, the Fund must set aside liquid assets equal to thefull notional amount of the swaps while the positions are open. With respect to swaps that are required to cashsettle, however, the Fund may set aside liquid assets in an amount equal to the Fund’s daily marked-to-market netobligations (i.e. the Fund’s daily net liability) under the swaps, if any, rather than their full notional amount. TheFund reserves the right to modify its asset segregation policies in the future in its discretion. By setting asideassets equal to only its net obligations under cash settled swaps, the Fund will have the ability to employ leverageto a greater extent than if the Fund were required to segregate assets equal to the full notional amount of theswaps.

Interest Rate Swaps, Credit Swaps, Total Return Swaps, Options on Swaps and Interest Rate Caps, Floorsand Collars

The Fund may enter into swap transactions and option agreements, including interest rate caps, floors andcollars. Interest rate swaps involve the exchange by the Fund with another party of their respective commitmentsto pay or receive interest, such as an exchange of fixed-rate payments for floating rate payments. Credit swapsinvolve the receipt of floating or fixed rate payments in exchange for assuming potential credit losses on anunderlying security. Credit swaps give one party to a transaction (the buyer of the credit swap) the right todispose of or acquire an asset (or group of assets), or the right to receive a payment from the other party, upon theoccurrence of specified credit events. Total return swaps give the Fund the right to receive the appreciation in thevalue of a specified security, index or other instrument in return for a fee paid to the counterparty, which willtypically be based on an agreed upon interest rate. If the underlying asset in a total return swap declines in valueover the term of the swap, the Fund may also be required to pay the dollar value of that decline to thecounterparty. The Fund may also purchase and write (sell) options contracts on swaps, commonly referred to asswaptions. A swaption is an option to enter into a swap agreement. Like other types of options, the buyer of aswaption pays a non-refundable premium for the option and obtains the right, but not the obligation, to enter intoan underlying swap or to modify the terms of an existing swap on agreed-upon terms.

The seller of a swaption, in exchange for the premium, becomes obligated (if the option is exercised) toenter into or modify an underlying swap on agreed-upon terms, which generally entails a greater risk of loss thanthe Fund incurs in buying a swaption.

The purchase of an interest rate cap entitles the purchaser, to the extent that a specified index exceeds apredetermined interest rate, to receive payment of interest on a notional principal amount from the party sellingsuch interest rate cap. The purchase of an interest rate floor entitles the purchaser, to the extent that a specifiedindex falls below a predetermined interest rate, to receive payments of interest on a notional principal amount

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from the party selling the interest rate floor. An interest rate collar is the combination of a cap and a floor thatpreserves a certain return within a predetermined range of interest rates.

The Fund may enter into the transactions described above for hedging purposes or to seek to increase totalreturn. As an example, when the Fund is the buyer of a credit default swap (commonly known as buyingprotection), it may make periodic payments to the seller of the credit default swap to obtain protection against acredit default on a specified underlying asset (or group of assets). If a default occurs, the seller of a credit defaultswap may be required to pay the Fund the “notional value” of the credit default swap on a specified security (orgroup of securities). On the other hand, when the Fund is a seller of a credit default swap (commonly known asselling protection), in addition to the credit exposure the Fund has on the other assets held in its portfolio, theFund is also subject to the credit exposure on the notional amount of the swap since, in the event of a creditdefault, the Fund may be required to pay the “notional value” of the credit default swap on a specified security(or group of securities) to the buyer of the credit default swap.

The use of interest rate, credit and total return swaps, options on swaps, and interest rate caps, floors andcollars is a highly specialized activity which involves investment techniques and risks different from thoseassociated with ordinary portfolio securities transactions. If the Investment Adviser is incorrect in its forecasts ofmarket values and interest rates, or in its evaluation of the creditworthiness of swap counterparties (with respectto bilateral swap transactions) and the issuers of the underlying assets, the investment performance of the Fundwould be less favorable than it would have been if these investment techniques were not used.

Currently, certain standardized swap transactions are subject to mandatory central clearing. Althoughcentral clearing is expected to decrease counterparty risk and increase liquidity compared to bilaterally negotiatedswaps, central clearing does not eliminate counterparty risk or illiquidity risk entirely.

The Fund may be required to set aside liquid assets, or engage in other SEC approved measures to “cover”open swap positions. In the case of futures contracts that do not cash settle, for example, the Fund must set asideliquid assets equal to the full notional amount of the futures contracts while the positions are open. With respectto futures contracts that do cash settle, however, the Fund may set aside liquid assets in an amount equal to theFund’s daily marked-to-market net obligations (i.e., the Fund’s daily net liability) under the futures contracts, ifany, rather than their full notional amount. In the case of swaps that do not cash settle, for example, the Fundmust set aside liquid assets equal to the full notional amount of the swaps while the positions are open. Withrespect to swaps that are required to cash settle, however, the Fund may set aside liquid assets in an amount equalto the Fund’s daily marked-to-market net obligations (i.e., the Fund’s daily net liability) under the swaps, if any,rather than their full notional amount. The Fund reserves the right to modify its asset segregation policies in thefuture in its discretion. By setting aside assets equal to only its net obligations under cash settled swaps, the Fundwill have the ability to employ leverage to a greater extent than if the Fund were required to segregate assetsequal to the full notional amount of the swaps.

When-Issued Securities and Forward Commitments

The Fund may purchase when-issued securities and make contracts to purchase or sell securities for a fixedprice at a future date beyond customary settlement time. When-issued securities are securities that have beenauthorized, but not yet issued. When-issued securities are purchased in order to secure what is considered to bean advantageous price or yield to the Fund at the time of entering into the transaction. A forward commitmentinvolves entering into a contract to purchase or sell securities for a fixed price at a future date beyond thecustomary settlement period.

The purchase of securities on a when-issued or forward commitment basis involves a risk of loss if thevalue of the security to be purchased declines before the settlement date. Conversely, the sale of securities on aforward commitment basis involves the risk that the value of the securities sold may increase before thesettlement date.

Although the Fund will generally purchase securities on a when-issued or forward commitment basis withthe intention of acquiring the securities for its portfolio, the Fund may dispose of when-issued securities or

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forward commitments prior to settlement if the Investment Adviser deems it appropriate. When purchasing asecurity on a when-issued basis or entering into a forward commitment, the Fund must identify on its booksliquid assets, or engage in other appropriate measures to “cover” its obligations.

Repurchase Agreements

Repurchase agreements involve the purchase of securities subject to the seller’s agreement to repurchasethem at a mutually agreed upon date and price. The Fund may enter into repurchase agreements with eligiblecounterparties which furnish collateral at least equal in value or market price to the amount of their repurchaseobligation. The collateral may consist of any type of security in which the Fund is eligible to invest directly.Repurchase agreements involving obligations other than U.S. Government Securities may be subject to specialrisks and may not have the benefit of certain protections in the event of the counterparty’s insolvency.

If the other party or “seller” defaults, the Fund might suffer a loss to the extent that the proceeds from thesale of the underlying securities and other collateral held by the Fund are less than the repurchase price and theFund’s costs associated with delay and enforcement of the repurchase agreement. In addition, in the event ofbankruptcy of the seller, the Fund could suffer additional losses if a court determines that the Fund’s interest inthe collateral is not enforceable.

The Fund, together with other registered investment companies having advisory agreements with theInvestment Adviser or any of its affiliates, may transfer uninvested cash balances into a single joint account, thedaily aggregate balance of which will be invested in one or more repurchase agreements.

Reverse Repurchase Agreements

Reverse repurchase agreements involve the sale of securities held by the Fund with an agreement by theFund to repurchase the securities at a mutually agreed upon date and price (including interest). Reverserepurchase agreements may be entered into when the Investment Adviser expects that the return to be earnedfrom the investment of the transaction proceeds will be greater than the related interest expense. Reverserepurchase agreements involve leveraging. If the securities held by the Fund decline in value while thesetransactions are outstanding, the NAV of the Fund’s outstanding shares will decline in value proportionatelymore than the decline in value of the securities. In addition, reverse repurchase agreements involve the risk thatthe investment return earned by the Fund (from the investment of the proceeds) will be less than the interestexpense of the transaction, that the market value of the securities sold by the Fund will decline below the pricethe Fund is obligated to pay to repurchase the securities, and that the securities may not be returned to the Fund.

The Fund may “set aside” liquid assets, or engage in other appropriate measures to “cover” its obligationswith respect to its transactions in reverse repurchase agreements. As a result of such segregation, the Fund’sobligations under such transactions will not be considered senior securities representing indebtedness forpurposes of the 1940 Act and the Fund’s use of leverage through reverse repurchase agreements will not belimited by the 1940 Act. The Fund’s use of leverage through reverse repurchase agreements may be limited bythe availability of cash or liquid securities to earmark or segregate in connection with such transactions.

If the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent,such buyer or its trustee or receiver may receive an extension of time to determine whether to enforce the Fund’sobligation to repurchase the securities, and the Fund’s use of the proceeds of the reverse repurchase agreementmay effectively be restricted pending such decision. Also, the Fund would bear the risk of loss to the extent thatthe proceeds of the reverse repurchase agreement are less than the value of the securities subject to suchagreement.

With respect to any reverse repurchase agreement or similar transaction, the Fund’s Managed Assets shallinclude any proceeds from the sale of an asset of the Fund to a counterparty in such a transaction, in addition tothe value of the underlying asset as of the relevant measuring date.

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REITs

The Fund may invest in REITs. REITs are pooled investment vehicles that invest primarily in either realestate or real estate related loans. The value of a REIT is affected by changes in the value of the properties ownedby the REIT or securing mortgage loans held by the REIT. REITs are dependent upon the ability of the REITs’managers, and are subject to heavy cash flow dependency, default by borrowers and the qualification of theREITs under applicable regulatory requirements for favorable income tax treatment. REITs are also subject torisks generally associated with investments in real estate including possible declines in the value of real estate,general and local economic conditions, environmental problems and changes in interest rates. To the extent thatassets underlying a REIT are concentrated geographically, by property type or in certain other respects, theserisks may be heightened. The Fund will indirectly bear its proportionate share of any expenses, includingmanagement fees, paid by a REIT in which it invests.

Short Sales

The Fund may engage in short sales. Short sales are transactions in which the Fund sells a security it doesnot own in anticipation of a decline in the market value of that security. To complete such a transaction, the Fundmust borrow the security to make delivery to the buyer. The Fund then is obligated to replace the securityborrowed by purchasing it at the market price at the time of replacement. The price at such time may be more orless than the price at which the security was sold by the Fund. Until the security is replaced, the Fund is requiredto pay to the lender amounts equal to any dividend which accrues during the period of the loan. To borrow thesecurity, the Fund also may be required to pay a premium, which would increase the cost of the security sold.There will also be other costs associated with short sales.

The Fund may use short sales, consistent with its investment objective, to gain exposure to the MLP marketin various circumstances, including among others when the Investment Adviser determines that a specific MLPinvestment may be facing deteriorating fundamentals that could result in lower growth or the potential for lowerdistributions.

The Fund will incur a loss, which may be unlimited, as a result of the short sale if the price of the securityincreases between the date of the short sale and the date on which the Fund replaces the borrowed security. TheFund will realize a gain if the security declines in price between those dates. This result is the opposite of whatone would expect from a cash purchase of a long position in a security. The amount of any gain will bedecreased, and the amount of any loss increased, by the amount of any premium or amounts in lieu of interest theFund may be required to pay in connection with a short sale, and will be also decreased by any transaction orother costs.

Until the Fund replaces a borrowed security in connection with a short sale, the Fund will (a) segregatecash or liquid assets at such a level that the segregated assets plus any amount deposited with the broker ascollateral will equal the current value of the security sold short or (b) otherwise cover its short position inaccordance with applicable law.

There is no guarantee that the Fund will be able to close out a short position at any particular time or at anacceptable price. During the time that the Fund is short a security, it is subject to the risk that the lender of thesecurity will terminate the loan at a time when the Fund is unable to borrow the same security from anotherlender. If that occurs, the Fund may be “bought in” at the price required to purchase the security needed to closeout the short position, which may be a disadvantageous price.

Short Sales Against the Box

The Fund may engage in short sales against the box. As noted above, a short sale is made by selling asecurity the seller does not own. A short sale is “against the box” to the extent that the seller contemporaneouslyowns or has the right to obtain, at no added cost, securities identical to those sold short. The Fund may enter intoa short sale against the box, for example, to lock in a sales price for a security the Fund does not wish to sellimmediately. If the Fund sells securities short against the box, it may protect itself from loss if the price of the

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securities declines in the future, but will lose the opportunity to profit on such securities if the price rises. If theFund effects a short sale of securities at a time when it has an unrealized gain on the securities, it may be requiredto recognize that gain as if it had actually sold the securities (as a “constructive sale”) on the date it effects theshort sale. However, such constructive sale treatment may not apply if the Fund closes out the short sale withsecurities other than the appreciated securities held at the time of the short sale and if certain other conditions aresatisfied. Uncertainty regarding the tax consequences of effecting short sales may limit the extent to which theFund may effect short sales.

Preferred Stock, Warrants and Stock Purchase Rights

The Fund may invest in preferred stock, warrants and stock purchase rights (or “rights”). Preferred stocksare securities that represent an ownership interest providing the holder with claims on the issuer’s earnings andassets before common stock owners but after bond owners. Unlike debt securities, the obligations of an issuer ofpreferred stock, including dividend and other payment obligations, may not typically be accelerated by theholders of such preferred stock on the occurrence of an event of default or other non-compliance by the issuer ofthe preferred stock.

Other Investment Companies

The Fund may invest in securities of other investment companies, including ETFs, subject to statutorylimitations prescribed by the 1940 Act. These limitations include in certain circumstances a prohibition on theFund acquiring more than 3% of the voting shares of any other investment company, and a prohibition oninvesting more than 5% of the Fund’s total assets in securities of any one investment company or more than 10%of its total assets in securities of all investment companies. Many ETFs, however, have obtained exemptive relieffrom the SEC to permit unaffiliated funds to invest in the ETFs’ shares beyond these statutory limitations, subjectto certain conditions and pursuant to a contractual arrangement between the ETFs and the investing funds. TheFund may rely on these exemptive orders to invest in unaffiliated ETFs.

The use of ETFs is intended to help the Fund match the total return of the particular market segments orindices represented by those ETFs, although that may not be the result. Most ETFs are passively-managedinvestment companies whose shares are purchased and sold on a securities exchange. An ETF represents aportfolio of securities designed to track a particular market segment or index. An investment in an ETF generallypresents the same primary risks as an investment in a conventional fund (i.e., one that is not exchange-traded)that has the same investment objectives, strategies and policies. In addition, an ETF may fail to accurately trackthe market segment or index that underlies its investment objective. The price of an ETF can fluctuate, and theFund could lose money investing in an ETF. Moreover, ETFs are subject to the following risks that do not applyto conventional open- end funds: (i) the market price of the ETF’s shares may trade at a premium or a discount totheir NAV; (ii) an active trading market for an ETF’s shares may not develop or be maintained; and (iii) there isno assurance that the requirements of the exchange necessary to maintain the listing of an ETF will continue tobe met or remain unchanged.

Under an exemptive rule adopted by the SEC, the Fund may invest in certain other investment companiesand money market funds beyond the statutory limits described above.

The Fund will indirectly bear its proportionate share of any management fees and other expenses paid bysuch other investment companies, in addition to the fees and expenses regularly borne by the Fund.

ETNs

ETNs are a type of senior, unsecured, unsubordinated debt security issued by financial institutions thatcombines both aspects of bonds and ETFs. An ETN’s returns are based on the performance of a market indexminus fees and expenses. Similar to ETFs, ETNs are listed on an exchange and traded in the secondary market.However, unlike an ETF, an ETN can be held until the ETN’s maturity, at which time the issuer is obligated topay a return linked to the performance of the market index to which the ETN is linked minus certain fees. Unlikeregular bonds, ETNs do not make periodic interest payments and principal is not protected. ETNs are subject to

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credit risk and the value of an ETN may drop due to a downgrade in the issuer’s credit rating, despite theunderlying market benchmark or strategy remaining unchanged. The value of an ETN may also be influenced bytime to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in underlying assets,changes in applicable interest rates, changes in the issuer’s credit rating, and economic, legal, political, orgeographic events that affect the referenced underlying asset. When the Fund invests in ETNs it will bear itsproportionate share of any fees and expenses borne by the ETN. The Fund’s decision to sell its ETN holdingsmay be limited by the availability of a secondary market. In addition, although an ETN may be listed on anexchange, the issuer may not be required to maintain the listing and there can be no assurance that a secondarymarket will exist for an ETN.

Unseasoned Companies

The Fund may invest in companies which (together with their predecessors) have operated less than threeyears. The securities of such companies may have limited liquidity, which can result in their being priced higheror lower than might otherwise be the case. In addition, investments in unseasoned companies are morespeculative and entail greater risk than investments in companies with an established operating record.

Corporate Debt Obligations

Corporate debt obligations include bonds, notes, debentures, commercial paper and other obligations ofcorporations to pay interest and repay principal. The Fund may invest in corporate debt obligations issued byU.S. and certain non-U.S. issuers, which issue securities denominated in the U.S. dollar (including Yankee andEuro obligations as well as other non-U.S. dollar currencies). In addition to obligations of corporations, corporatedebt obligations include securities issued by banks and other financial institutions and supranational entities (i.e.,the World Bank, the International Monetary Fund, etc.).

Bank Obligations

The Fund may invest in obligations issued or guaranteed by U.S. or foreign banks. Bank obligations,including without limitation, time deposits, bankers’ acceptances and certificates of deposit, may be generalobligations of the parent bank or may be limited to the issuing branch by the terms of the specific obligations orby government regulations. Banks are subject to extensive but different governmental regulations which maylimit both the amount and types of loans which may be made and interest rates which may be charged. Inaddition, the profitability of the banking industry is largely dependent upon the availability and cost of funds forthe purpose of financing lending operations under prevailing money market conditions. General economicconditions as well as exposure to credit losses arising from possible financial difficulties of borrowers play animportant part in the operation of this industry.

U.S. Government Securities

The Fund may invest in U.S. Government Securities. U.S. Government Securities include U.S. Treasuryobligations and obligations issued or guaranteed by U.S. government agencies, instrumentalities or sponsoredenterprises. U.S. Government Securities may be supported by (i) the full faith and credit of the U.S. Treasury;(ii) the right of the issuer to borrow from the U.S. Treasury; (iii) the discretionary authority of the U.S.government to purchase certain obligations of the issuer; or (iv) only the credit of the issuer. U.S. GovernmentSecurities also include Treasury receipts, zero coupon bonds and other stripped U.S. Government Securities,where the interest and principal components are traded independently. U.S. Government Securities may alsoinclude Treasury inflation-protected securities whose principal value is periodically adjusted according to the rateof inflation.

U.S. Government Securities are deemed to include (i) securities for which the payment of principal andinterest is backed by an irrevocable letter of credit issued by the U.S. government, its agencies, authorities orinstrumentalities; and (ii) participations in loans made to foreign governments or their agencies that are soguaranteed. Certain of these participations may be regarded as illiquid.

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U.S. Government Securities have historically involved little risk of loss of principal if held to maturity.However, no assurance can be given that the U.S. government will be able or willing to repay the principal orinterest when due, or will provide financial support to U.S. government agencies, authorities, instrumentalities orsponsored enterprises if it is not obligated to do so by law.

Custodial Receipts and Trust Certificates

The Fund may invest in custodial receipts and trust certificates representing interests in securities held by acustodian or trustee. The securities so held may include U.S. Government Securities or other types of securitiesin which the Fund may invest. The custodial receipts or trust certificates may evidence ownership of futureinterest payments, principal payments or both on the underlying securities, or, in some cases, the paymentobligation of a third party that has entered into an interest rate swap or other arrangement with the custodian ortrustee. For certain securities laws purposes, custodial receipts and trust certificates may not be consideredobligations of the U.S. government or other issuer of the securities held by the custodian or trustee. If for taxpurposes the Fund is not considered to be the owner of the underlying securities held in the custodial or trustaccount, the Fund may suffer adverse tax consequences. As a holder of custodial receipts and trust certificates,the Fund will bear its proportionate share of the fees and expenses charged to the custodial account or trust. TheFund may also invest in separately issued interests in custodial receipts and trust certificates.

Non-Investment Grade Securities

Non-investment grade securities and unrated securities of comparable credit quality (commonly referred toas “junk bonds”) are considered speculative. In some cases, these obligations may be highly speculative and havepoor prospects for reaching investment grade standing. Non-investment grade securities are subject to theincreased risk of an issuer’s inability to meet principal and interest obligations. These securities, also referred toas high yield securities, may be subject to greater price volatility due to such factors as specific corporate ormunicipal developments, interest rate sensitivity, negative perceptions of the junk bond markets generally andless secondary market liquidity.

Non-investment grade securities are often issued in connection with a corporate reorganization orrestructuring or as part of a merger, acquisition, takeover or similar event. They are also issued by lessestablished companies seeking to expand. Such issuers are often highly leveraged and generally less able thanmore established or less leveraged entities to make scheduled payments of principal and interest in the event ofadverse developments or business conditions. Non-investment grade securities are also issued by governmentalbodies that may have difficulty in making all scheduled interest and principal payments.

The market value of non-investment grade securities tends to reflect individual corporate or municipaldevelopments to a greater extent than that of higher rated securities which react primarily to fluctuations in thegeneral level of interest rates. As a result, the Fund’s ability to achieve its investment objective may depend to agreater extent on the Investment Adviser’s judgment concerning the creditworthiness of issuers than funds whichinvest in higher-rated securities. Issuers of non-investment grade securities may not be able to make use of moretraditional methods of financing and their ability to service debt obligations may be affected more adversely thanissuers of higher-rated securities by economic downturns, specific corporate or financial developments or theissuer’s inability to meet specific projected business forecasts. Negative publicity about the junk bond market andinvestor perceptions regarding lower rated securities, whether or not based on fundamental analysis, may depressthe prices for such securities.

A holder’s risk of loss from default is significantly greater for non-investment grade securities than is thecase for holders of other debt securities because such non-investment grade securities are generally unsecuredand are often subordinated to the rights of other creditors of the issuers of such securities. Investment by the Fundin defaulted securities poses additional risk of loss should nonpayment of principal and interest continue inrespect of such securities. Even if such securities are held to maturity, recovery by the Fund of its initialinvestment and any anticipated income or appreciation is uncertain.

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The secondary market for non-investment grade securities is concentrated in relatively few market makersand is dominated by institutional investors, including mutual funds, insurance companies and other financialinstitutions. Accordingly, the secondary market for such securities is not as liquid as, and is more volatile than,the secondary market for higher-rated securities. In addition, market trading volume for high yield securities isgenerally lower and the secondary market for such securities could shrink or disappear suddenly and withoutwarning as a result of adverse market or economic conditions, independent of any specific adverse changes in thecondition of a particular issuer. The lack of sufficient market liquidity may cause the Fund to incur lossesbecause it will be required to effect sales at a disadvantageous time and then only at a substantial drop in price.These factors may have an adverse effect on the market price and the Fund’s ability to dispose of particularportfolio investments. A less liquid secondary market also may make it more difficult for the Fund to obtainprecise valuations of the high yield securities in its portfolio.

Credit ratings issued by credit rating agencies are designed to evaluate the safety of principal and interestpayments of rated securities. They do not, however, evaluate the market value risk of non-investment gradesecurities and, therefore, may not fully reflect the true risks of an investment. In addition, credit rating agenciesmay or may not make timely changes in a rating to reflect changes in the economy or in the conditions of theissuer that affect the market value of the security. Consequently, credit ratings are used only as a preliminaryindicator of investment quality.

Restricted Securities

The Fund may purchase securities and other financial instruments that are not registered or that are offeredin an exempt non-public offering (“Restricted Securities”) under the 1933 Act, including securities eligible forresale to “qualified institutional buyers” pursuant to Rule 144A under the 1933 Act.

The purchase price and subsequent valuation of Restricted Securities may reflect a discount from the priceat which such securities trade when they are not restricted, because the restriction makes them less liquid. Theamount of the discount from the prevailing market price is expected to vary depending upon the type of security,the character of the issuer, the party who will bear the expenses of registering the Restricted Securities andprevailing supply and demand conditions.

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PRINCIPAL RISKS OF THE FUND

Loss of money is a risk of investing in the Fund. An investment in the Fund is not a bank deposit and is notinsured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. Thefollowing summarizes the principal risks that apply to the Fund and may result in a loss of your investment. TheFund should not be relied upon as a complete investment program. There can be no assurance that the Fund willachieve its investment objective.

No Operating History

The Fund is a newly organized, non-diversified, closed-end management investment company with nooperating history. Investors will not have the opportunity to evaluate historical data or assess any of the Fund’spotential investments prior to purchasing Common Shares. It is designed for long-term investing and not as avehicle for trading. This risk may be greater for investors expecting to sell their shares in a relatively short periodof time after completion of the public offering.

Investment Risk

The value of the instruments in which the Fund invests may go up or down in response to the prospects ofindividual companies, particular sectors or governments and/or general economic conditions throughout theworld due to increasingly interconnected global economies and financial markets. Price changes may betemporary or last for extended periods. The Fund’s investments may be overweighted from time to time in one ormore sectors or countries, which will increase the Fund’s exposure to risk of loss from adverse developmentsaffecting those sectors or countries. The Fund intends to use leverage, which will magnify the Fund’s investment,market and certain other risks.

Market Risk

An investment in Common Shares represents an indirect investment in the securities owned by the Fund, asignificant portion of which are traded on a national securities exchange or in the OTC markets. The value ofthese securities, like other investments, may move up or down, sometimes rapidly and unpredictably. YourCommon Shares at any point in time may be worth less than what you invested, even after taking into account thereinvestment of Fund dividends and distributions. The Fund may utilize leverage, which magnifies the marketrisk. See “Leverage.”

Market Discount Risk

Shares of closed-end investment companies frequently trade at a discount from their NAV. Thischaracteristic is a risk separate and distinct from the risk that the Fund’s NAV per Common Share could decreaseas a result of its investment activities and may be greater for investors expecting to sell their Common Shares in arelatively short period of time following completion of this offering. The NAV per Common Share will bereduced immediately following this offering as a result of the payment of certain offering costs. Although thevalue of the Fund’s net assets is generally considered by market participants in determining whether to purchaseor sell Common Shares, whether investors will realize gains or losses upon the sale of the Common Shares willdepend entirely upon whether the market price of the Common Shares at the time of sale is above or below theinvestor’s purchase price for the Common Shares. Because the market price of the Common Shares will bedetermined by factors such as (i) NAV, (ii) dividend and distribution levels and their stability (which will in turnbe affected by levels of distributions, dividend and interest payments by the Fund’s portfolio holdings, the timingand success of the Fund’s investment strategies, regulations affecting the timing and character of Funddistributions, Fund expenses and other factors), (iii) supply of and demand for the Common Shares, (iv) tradingvolume of the Common Shares, (v) general market, interest rate and economic conditions and (vi) other factorsthat may be beyond the control of the Fund. The Fund cannot predict whether the Common Shares will trade at,below or above NAV or at, below or above the initial public offering price.

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Master Limited Partnership Risk

Investments in securities of MLPs involve risks that differ from investments in common stock, includingrisks related to limited control and limited rights to vote on matters affecting MLPs, risks related to potentialconflicts of interest between an MLP and the MLP’s general partner, cash flow risks, dilution risks and risksrelated to the general partner’s right to require unit-holders to sell their common units at an undesirable time orprice. Many of the Fund’s investments in MLPs will be subject to legal and other restrictions on resale or willotherwise be less liquid than publicly traded securities. Certain MLP securities may trade in lower volumes dueto their smaller capitalizations. Accordingly, those MLPs may be subject to more abrupt or erratic pricemovements and may lack sufficient market liquidity to enable the Fund to effect sales at an advantageous time orwithout a substantial drop in price. Investment in those MLPs may restrict the Fund’s ability to take advantage ofother investment opportunities. If the Fund is one of the largest investors in certain MLPs, it may be moredifficult for the Fund to buy and sell significant amounts of such investments without an unfavorable impact onprevailing market prices. Larger purchases or sales of MLP investments by the Fund in a short period of timemay cause abnormal movements in the market price of these investments. As a result, these investments may bedifficult to dispose of at a fair price at the times when the Fund believes it is desirable to do so. MLPs aregenerally considered interest-rate sensitive investments. During periods of interest rate volatility, theseinvestments may not provide attractive returns, which may adversely impact the overall performance of the Fund.

The Fund’s ability to meet its investment objective will depend largely on the amount of the distributions itreceives from the MLPs (in relation to the taxable income, gains, losses, and deductions allocated to it). Theamount and tax characterization of cash available for distribution by an MLP depends upon the amount of cashgenerated by such entity’s operations. Cash available for distribution by MLPs will vary widely from quarter toquarter and is affected by various factors affecting the entity’s operations. In addition to the risks describedherein, operating costs, capital expenditures, acquisition costs, construction costs, exploration costs andborrowing costs may reduce the amount of cash that an MLP has available for distribution in a given period.MLPs have the ability to modify their distribution policies from time to time without input from or approval ofthe Fund.

Conflicts of interest may arise from incentive distribution payments paid to the general partner, or referralof business opportunities by the general partner or one of its affiliates to an entity other than the MLP. Holders ofgeneral partner or managing member interests typically receive incentive distribution rights, which provide themwith an increasing share of the entity’s aggregate cash distributions upon the payment of per common unitdistributions that exceed specified threshold levels above the MQD. Due to the incentive distribution rights,general partners of MLPs have higher distribution growth prospects than their underlying MLPs, but quarterlyincentive distribution payments would also decline at a greater rate than the decline rate in quarterly distributionsto common and subordinated unit holders in the event of a reduction in the MLP’s quarterly distribution. Theability of the limited partners or members to remove the general partner or managing member without cause istypically very limited. In addition, some MLPs permit the holder of incentive distribution rights to reset, underspecified circumstances, the incentive distribution levels and receive compensation in exchange for thedistribution rights given up in the reset.

MLPs are subject to various risks related to the underlying operating companies they control, includingdependence upon specialized management skills and the risk that those operating companies may lack or havelimited operating histories. The success of the Fund’s investments in an MLP will vary depending on theunderlying industry represented by the MLP’s portfolio. Certain MLPs in which the Fund may invest dependupon their parent or sponsor entities for the majority of their revenues. If the parent or sponsor entities fail tomake payments or satisfy their obligations to an MLP, the revenues and cash flows of that MLP and ability ofthat MLP to make distributions to unit holders such as the Fund would be adversely affected.

Certain MLPs in which the Fund may invest depend upon a limited number of customers for substantiallyall of their revenue. Similarly, certain MLPs in which the Fund may invest depend upon a limited number ofsuppliers of goods or services to continue their operations. The loss of those customers or suppliers could have a

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material adverse effect on an MLP’s results of operations and cash flow, and on its ability to make distributionsto unit holders such as the Fund.

The Fund is not responsible for operating MLPs and similar entities and cannot control or monitor theircompliance with applicable tax, securities and other laws and regulations necessary for the profitability of suchinvestments. Holders of MLP units could potentially become subject to liability for all of the obligations of anMLP, if a court determines that the rights of the unitholders to take certain action under the limited partnershipagreement would constitute “control” of the business of that MLP, or if a court or governmental agencydetermines that the MLP is conducting business in a state without complying with the limited partnership statuteof that state. Furthermore, the structures and terms of the MLPs and other entities described in this Prospectusmay not be indicative of the structure and terms of every entity in which the Fund invests. Although the MLPsector has grown significantly in recent years, such market trends may not continue due to economic conditions,which are not predictable, or other factors.

Market prices generally will be unavailable for some of the Fund’s investments, including MLPsubordinated units, direct ownership of general partner or managing member interests and restricted orunregistered securities of certain MLPs and private companies. The value of such securities will be determinedby fair valuations determined by the Board of Trustees or its designee in accordance with procedures governingthe valuation of portfolio securities adopted by the Board of Trustees. Proper valuation of such securities mayrequire more reliance on the judgment of GSAM than for valuation of securities for which an active tradingmarket exists.

Equity Securities Risk

A substantial percentage of the Fund’s assets are invested in equity securities, including MLP commonunits, MLP subordinated units, MLP preferred units, equity securities of MLP affiliates, including I-Units, andcommon stocks of other issuers. Equity risk is the risk that MLP units or other equity securities held by the Fundwill fall due to general market or economic conditions, perceptions regarding the industries in which the issuersof securities held by the Fund participate, changes in interest rates, and the particular circumstances andperformance of particular companies whose securities the Fund holds. The price of an equity security of an issuermay be particularly sensitive to general movements in the stock market, or a drop in the stock market maydepress the price of most or all of the equity securities held by the Fund. In addition, MLP units or other equitysecurities held by the Fund may decline in price if the issuer fails to make anticipated distributions or dividendpayments because, among other reasons, the issuer experiences a decline in its financial condition. Prices andvolatilities of I-Units tend to correlate to the price of MLP common units. Holders of I-Units are subject to thesame risks as holders of MLP common units.

Energy Sector Risk

Many MLPs and other entities in which the Fund may invest operate oil, gas or petroleum facilities, orother facilities within the energy sector. As a result, the Fund will be concentrated in the energy sector, and willtherefore be susceptible to adverse economic, environmental or regulatory occurrences affecting that sector. Adownturn in the energy sector could have a larger impact on the Fund than on funds that are broadly diversifiedacross many sectors and industries. At times, the performance of securities of companies in the energy sectormay lag behind the performance of other sectors or industries or the broader market as a whole. MLPs and othercompanies operating in the energy sector are subject to specific risks, including, but not limited to, the following:

Commodity Pricing Risk. MLPs and other companies operating in the energy sector may be affected byfluctuations in the prices of energy commodities, including, for example, natural gas, natural gas liquids, crudeoil and coal in the short-term and long-term. Fluctuations in energy commodity prices would impact directlycompanies that own such energy commodities and could impact indirectly companies that engage intransportation, storage, processing, distribution or marketing of such energy commodities. Fluctuations in energycommodity prices can result from changes in general economic conditions or political circumstances (especiallyof key energy producing and consuming countries); market conditions; weather patterns; domestic production

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levels; volume of imports; energy conservation; domestic and foreign governmental regulation; internationalpolitics; policies of OPEC; taxation; tariffs; and the availability and costs of local, intrastate and interstatetransportation methods. The energy sector as a whole may also be impacted by the perception that theperformance of energy sector companies is directly linked to commodity prices. High commodity prices maydrive further energy conservation efforts, and a slowing economy may adversely impact energy consumption,which may adversely affect the performance of MLPs and other companies operating in the energy sector.

Supply and Demand Risk. MLPs and other companies operating in the energy sector may be impacted bythe levels of supply and demand for energy commodities. The volume of production of energy commodities andthe volume of energy commodities available for transportation, storage, processing or distribution could beaffected by a variety of factors, including depletion of resources; depressed commodity prices; catastrophicevents; labor relations; increased environmental or other governmental regulation; equipment malfunctions andmaintenance difficulties; import volumes; international politics, policies of OPEC; and increased competitionfrom alternative energy sources. Alternatively, a decline in demand for energy commodities could result fromfactors such as adverse economic conditions (especially in key energy-consuming countries); increased taxation;increased environmental or other governmental regulation; increased fuel economy; increased energyconservation or use of alternative energy sources; legislation intended to promote the use of alternative energysources; or increased commodity prices.

Depletion Risk. Energy reserves naturally deplete as they are consumed over time. MLPs and othercompanies operating in the energy sector rely on the expansion of reserves through exploration of new sources ofsupply or the development of existing sources in order to grow or maintain their revenues. The financialperformance of MLPs and other companies operating in the energy sector may be adversely affected if they, orthe companies to which they provide services, are unable to cost-effectively acquire additional energy depositssufficient to replace the natural decline of existing reserves. If an energy company is not able to raise capital onfavorable terms, it may not be able to add to or maintain its reserves.

Environmental and Regulatory Risk. The energy sector is highly regulated. MLPs and other companiesoperating in the energy sector are subject to significant regulation of nearly every aspect of their operations byfederal, state and local governmental agencies. Such regulation can change over time in both scope and intensity.For example, a particular by-product may be declared hazardous by a regulatory agency and unexpectedlyincrease production costs. Various governmental authorities have the power to enforce compliance with theseregulations and the permits issued under them, and violators are subject to administrative, civil and criminalpenalties, including civil fines, injunctions or both.

There is an inherent risk that MLPs and other companies operating in the energy sector may incurenvironmental costs and liabilities due to the nature of their businesses and the substances they handle. Forexample, an accidental release from wells or energy assets could subject an MLP to substantial liabilities forenvironmental cleanup and restoration costs, claims made by neighboring landowners and other third parties forpersonal injury and property damage, and fines or penalties for related violations of environmental laws orregulations.

Specifically, the operations of wells, gathering systems, pipelines, refineries and other facilities are subjectto stringent and complex federal, state and local environmental laws and regulations. These include, for example:the Federal Clean Air Act and comparable state laws and regulations that impose obligations related to airemissions; the Federal Clean Water Act and comparable state laws and regulations that impose obligationsrelated to discharges of pollutants into regulated bodies of water; the Federal Resource Conservation andRecovery Act and comparable state laws and regulations that impose requirements for the handling and disposalof waste from facilities; and the Federal Comprehensive Environmental Response, Compensation and LiabilityAct of 1980, also known as “Superfund,” and comparable state laws and regulations that regulate the cleanup ofhazardous substances that may have been released at properties currently or previously owned or operated byMLPs or at locations to which they have sent waste for disposal.

Pipeline MLPs and other pipeline companies are subject to regulation by FERC with respect to tariff ratesthese companies may charge for interstate pipeline transportation services. An adverse determination by FERC

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with respect to the tariff rates of a pipeline MLP could have a material adverse effect on the business, financialcondition, results of operations, cash flows and prospects of that pipeline MLP and its ability to make cashdistributions to its equity owners. Moreover, the possibility exists that stricter laws, regulations or enforcementpolicies could be enacted in the future that would significantly increase compliance costs and remediation costs,thus adversely affecting the financial performance of MLPs. MLPs may not be able to recover remediation costsfrom insurance.

Hydraulic fracturing, or “fracking,” is a relatively new technique for releasing and extracting oil andnatural gas trapped in underground shale formations. The fracking sector is facing allegations fromenvironmentalists and some landowners that the technique may cause serious difficulties, which has led touncertainty about the nature, extent, and cost of the environmental regulation to which it may ultimately besubject.

Voluntary initiatives and mandatory controls have been adopted or are being discussed both in the UnitedStates and worldwide to reduce emissions of “greenhouse gases” such as carbon dioxide, a by-product of burningfossil fuels, and methane, the major constituent of natural gas, which many scientists and policymakers believecontribute to global climate change. These measures and future measures could result in increased costs tocertain MLPs and other companies in which the Fund may invest to operate and maintain facilities andadminister and manage a greenhouse gas emissions program and may reduce demand for fuels that generategreen house gases and that are managed or produced by MLPs and other companies in which the Fund mayinvest.

In the wake of a Supreme Court decision holding that the EPA has legal authority to deal with climatechange under the Clean Air Act, the EPA and the U.S. Department of Transportation jointly wrote regulations tocut gasoline use and control greenhouse gas emissions from cars and trucks. The EPA has also taken action torequire certain entities to measure and report greenhouse gas emissions, and certain facilities may be required tocontrol emissions of greenhouse gases pursuant to EPA air permitting and other regulatory programs. Thesemeasures, and other programs addressing greenhouse gas emissions, could reduce demand for energy and/or raiseprices, which may adversely affect the total return of certain of the Fund’s investments.

Weather Risk. Weather plays a role in the seasonality of some MLPs’ cash flows. MLPs and othercompanies in the propane sector, for example, rely on the winter season to generate almost all of their earnings.In an unusually warm winter season, propane MLPs experience decreased demand for their product. Althoughmost MLPs can reasonably predict seasonal weather demand based on normal weather patterns, extreme weatherconditions, such as hurricanes, can adversely affect performance and cash flows of MLPs.

Cyclical Industry Risk. The energy industry is cyclical and from time to time may experience a shortageof drilling rigs, equipment, supplies, or qualified personnel, or due to significant demand, such services may notbe available on commercially reasonable terms. An MLP’s ability to successfully and timely complete capitalimprovements to existing or other capital projects is contingent upon many variables. Should any such efforts beunsuccessful, an MLP could be subject to additional costs and/or the write-off of its investment in the project orimprovement. The marketability of oil and gas production depends in large part on the availability, proximity andcapacity of pipeline systems owned by third parties. Oil and gas properties are subject to royalty interests, liensand other burdens, encumbrances, easements or restrictions, all of which could impact the production of aparticular MLP. Oil and gas MLPs operate in a highly competitive and cyclical industry, with intense pricecompetition. A significant portion of their revenues may depend on a relatively small number of customers,including governmental entities and utilities.

Catastrophic Event Risk. MLPs and other companies operating in the energy sector are subject to manydangers inherent in the production, exploration, management, transportation, processing and distribution ofnatural gas, natural gas liquids, crude oil, refined petroleum and petroleum products and other hydrocarbons.These dangers include leaks, fires, explosions, damage to facilities and equipment resulting from naturaldisasters, inadvertent damage to facilities and equipment and terrorist acts. Since the September 11 terroristattacks, the U.S. government has issued warnings that energy assets, specifically U.S. pipeline infrastructure,may be targeted in future terrorist attacks. These dangers give rise to risks of substantial losses as a result of loss

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or destruction of commodity reserves; damage to or destruction of property, facilities and equipment; pollutionand environmental damage; and personal injury or loss of life. Any occurrence of such catastrophic events couldbring about a limitation, suspension or discontinuation of the operations of MLPs and other companies operatingin the energy sector. MLPs and other companies operating in the energy sector may not be fully insured againstall risks inherent in their business operations and therefore accidents and catastrophic events could adverselyaffect such companies’ financial conditions and ability to pay distributions to shareholders.

Acquisition Risk. MLPs owned by the Fund may depend on their ability to make acquisitions thatincrease adjusted operating surplus per unit in order to increase distributions to unit holders. The ability of suchMLPs to make future acquisitions is dependent on their ability to identify suitable targets, negotiate favorablepurchase contracts, obtain acceptable financing and outbid competing potential acquirers. To the extent thatMLPs are unable to make future acquisitions, or such future acquisitions fail to increase the adjusted operatingsurplus per unit, their growth and ability to make distributions will be limited. There are risks inherent in anyacquisition, including erroneous assumptions regarding revenues, acquisition expenses, operating expenses, costsavings and synergies; assumption of unknown liabilities; indemnification; customer losses; key employeedefections; distraction from other business operations; and unanticipated difficulties in operating or integratingnew product areas and geographic regions. Furthermore, even if an MLP does consummate an acquisition that itbelieves will be accretive, the acquisition may instead result in a decrease in free cash flow.

Industry Specific Risks

MLPs and other companies operating in the energy sector are also subject to risks that are specific to theindustry in which they operate.

Pipeline. Pipeline companies are subject to many risks, including varying demand for crude oil, naturalgas, natural gas liquids or refined products in the markets served by the pipeline; changes in the availability ofproducts for gathering, transportation, processing or sale due to natural declines in reserves and production in thesupply areas serviced by the companies’ facilities; sharp decreases in crude oil or natural gas prices that causeproducers to curtail production or reduce capital spending for exploration activities; and environmentalregulation. Specifically, demand for gasoline, which accounts for a substantial portion of refined producttransportation, depends on price, prevailing economic conditions in the markets served, and demographic andseasonal factors.

Gathering and processing. Gathering and processing companies are subject to natural declines in theproduction of oil and natural gas fields, which utilize their gathering and processing facilities as a way to markettheir production, prolonged declines in the price of natural gas or crude oil, which curtails drilling activity andtherefore production, and declines in the prices of natural gas liquids and refined petroleum products, whichcause lower processing margins. In addition, some gathering and processing contracts subject the gathering orprocessing company to direct commodities price risk.

Midstream. Midstream MLPs and other companies that provide crude oil, refined product and natural gasservices are subject to supply and demand fluctuations in the markets they serve which may be impacted by awide range of factors including fluctuating commodity prices, weather, increased conservation or use ofalternative fuel sources, increased governmental or environmental regulation, depletion, rising interest rates,declines in domestic or foreign production, accidents or catastrophic events, and economic conditions, amongothers.

Upstream. Exploration, development and production companies are particularly vulnerable to declines inthe demand for and prices of crude oil and natural gas. Reductions in prices for crude oil and natural gas cancause a given reservoir to become uneconomic for continued production earlier than it would if prices werehigher, resulting in the plugging and abandonment of, and cessation of production from, that reservoir. Inaddition, lower commodity prices not only reduce revenues but also can result in substantial downwardadjustments in reserve estimates. The accuracy of any reserve estimate is a function of the quality of availabledata, the accuracy of assumptions regarding future commodity prices and future exploration and developmentcosts and engineering and geological interpretations and judgments. Different reserve engineers may make

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different estimates of reserve quantities and related revenue based on the same data. Actual oil and gas prices,development expenditures and operating expenses will vary from those assumed in reserve estimates, and thesevariances may be significant. Any significant variance from the assumptions used could result in the actualquantity of reserves and future net cash flow being materially different from those estimated in reserve reports. Inaddition, results of drilling, testing and production and changes in prices after the date of reserve estimates mayresult in downward revisions to such estimates. Substantial downward adjustments in reserve estimates couldhave a material adverse effect on a given exploration and production company’s financial position and results ofoperations. In addition, due to natural declines in reserves and production, exploration and production companiesmust economically find or acquire and develop additional reserves in order to maintain and grow their revenuesand distributions.

Downstream. Downstream companies are businesses engaged in refining, marketing and other“end-customer” distribution activities relating to refined energy sources, such as: customer-ready natural gas,propane and gasoline; the production and manufacturing of petrochemicals including olefins, polyolefins,ethylene and similar co-products as well as intermediates and derivatives; and the generation, transmission anddistribution of power and electricity. In addition to the other risks described herein, downstream companies maybe more susceptible to risks associated with reduced customer demand for the products and services theyprovide.

Oil. In addition to the risks applicable to pipeline companies described above, gathering and processingcompanies and exploration and production companies, companies involved in the transportation, gathering,processing, exploration, development or production of crude oil or refined petroleum products may be adverselyaffected by increased regulations, increased operating costs and reductions in the supply of and/or demand forcrude oil and refined petroleum products. Increased regulation may result in a decline in production and/orincreased cost associated with offshore oil exploration in the United States and around the world, which mayadversely affect certain MLPs and the oil industry in general.

Oilfield Services. The oilfield services business involves a variety of operating risks, including the risk offire, explosions, blow-outs, pipe failure, abnormally pressured formations and environmental hazards such as oilspills, natural gas leaks, ruptures or discharges of toxic gases. If any of these should occur, such companies couldincur legal defense costs and could suffer substantial losses due to injury or loss of life, severe damage to ordestruction of property, natural resources and equipment, pollution or other environmental damage, clean-upresponsibilities, regulatory investigation and penalties, and suspension of operations. Any horizontal and deepdrilling activities involve greater risk of mechanical problems than vertical and shallow drilling operations.Adverse developments affecting the oil and natural gas industry or drilling activity, including sustained lownatural gas prices, a decline in oil or natural gas liquids prices, reduced demand for oil and natural gas productsand increased regulation of drilling and production, could have a material adverse effect on a company’sbusiness, financial condition and results of operations.

Fracturing Services. Changes in laws or government regulations regarding hydraulic fracturing couldincrease a company’s costs of doing business, limit the areas in which it can operate and reduce oil and naturalgas production by the company. Hydraulic fracturing involves the injection of water, sand or an alternativeproppant and chemicals under pressure into target geological formations to fracture the surrounding rock andstimulate production. Recently, there has been increased public concern regarding an alleged potential forhydraulic fracturing to adversely affect drinking water supplies, and proposals have been made to enact separatefederal, state and local legislation that would increase the regulatory burden imposed on hydraulic fracturing.Congress has in recent legislative sessions considered legislation to amend the Safe Water Drinking Act (the“SDWA”), including legislation that would repeal the exemption for hydraulic fracturing from the definition of“underground injection” and require federal permitting and regulatory control of hydraulic fracturing, as well aslegislative proposals to require disclosure of the chemical constituents of the fluids used in the fracturing process,were proposed in recent sessions of Congress. The U.S. Congress may consider similar SDWA legislation in thefuture. In addition, the EPA has asserted federal regulatory authority pursuant to the SDWA over certainhydraulic fracturing activities involving the use of diesel fuels and published permitting guidance on

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February 11, 2014 addressing the performance of such activities using diesel fuels in those states where EPA isthe permitting authority.

Presently, hydraulic fracturing is regulated primarily at the state level, typically by state oil and natural gascommissions and similar agencies. Several states, such as Texas and Pennsylvania, have either adopted orproposed laws and/or regulations to require oil and natural gas operators to disclose chemical ingredients andwater volumes used to hydraulically fracture wells, in addition to more stringent well construction andmonitoring requirements. The availability of information regarding the constituents of hydraulic fracturing fluidscould make it easier for third parties opposing the hydraulic fracturing process to initiate legal proceedings basedon allegations that specific chemicals used in the fracturing process could adversely affect groundwater.Disclosure of proprietary chemical formulas to third parties or to the public, even if inadvertent, could diminishthe value of those formulas and could result in competitive harm to companies. Various federal, state and locallimitations may prohibit or restrict drilling and hydraulic fracturing operations in certain locales includinggeographic locales considered environmentally sensitive such as wetlands, endangered species habitats,floodplains, and the like. If hydraulic fracturing becomes regulated at the federal level as a result of federallegislation or regulatory initiatives by the EPA, fracturing activities could become subject to additionalpermitting requirements, and also to attendant permitting delays and potential increases in cost, which couldadversely affect a company’s business.

Oil Rig Services. The April 20, 2010 blowout and oil spill at the BP Deepwater Horizon oil rig hasprompted the federal government to impose heightened regulation of oil and gas exploration and production onthe outer continental shelf (“OCS”) to improve offshore safety systems and environmental protection regulationshave been issued which have increased the complexity of the drilling permit process and may limit theopportunity for some operators to continue deepwater drilling in the U.S. Gulf of Mexico, which could adverselyaffect a company’s financial operations. For example, the U.S. government has indicated that before anyrecipient of a deepwater drilling permit may resume drilling, (i) the operator must demonstrate that containmentresources are available promptly in the event of a deepwater blowout, (ii) the chief executive officer of theoperator seeking to perform deepwater drilling must certify that the operator has complied with all applicableregulations and (iii) the Bureau of Ocean Energy Management (“BOEM”) and the Bureau of Safety andEnvironmental Enforcement (“BSEE”) will conduct inspections of such deepwater drilling operation forcompliance with the applicable regulations. Oil rig companies cannot predict when the applicable governmentagency will determine that any deepwater driller is in compliance with the new regulations.

Propane. Propane companies are subject to earnings variability based upon weather patterns in thelocations where they operate and increases in the wholesale price of propane which reduce profit margins. Inaddition, propane companies are facing increased competition due to the growing availability of natural gas, fueloil and alternative energy sources for residential heating.

Coal. Coal companies are subject to declines in the demand for and prices of coal. Demand variabilitycan be based on weather conditions, the strength of the domestic economy, the level of coal stockpiles in theircustomer base, and the prices of competing sources of fuel for electric generation. They are also subject to supplyvariability based on geological conditions that reduce the productivity of mining operations, the availability ofregulatory permits for mining activities and the availability of coal that meets the standards of the Clean Air Act.

Power Infrastructure. Power infrastructure companies are subject to many risks, including earningsvariability based upon weather patterns in the locations where the company operates, the change in the demandfor electricity, the cost to produce power, and the regulatory environment. Further, share prices are partly basedon the interest rate environment, the sustainability and potential growth of the dividend, and the outcome ofvarious rate cases undertaken by the company or a regulatory body.

Marine Transportation. Marine transportation (or “tanker”) companies are exposed to the highly cyclicalnature of the tanker industry and may be subject to volatile changes in charter rates and vessel values, which mayadversely affect the earnings of tanker companies. Fluctuations in charter rates and vessel values result fromchanges in the supply and demand for tanker capacity and changes in the supply and demand for oil and oilproducts. Changes in demand for transportation of oil over longer distances and the supply of tankers to carry

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that oil may materially affect the revenues, profitability and cash flows of tanker companies. The successfuloperation of vessels in the charter market depends upon, among other things, obtaining profitable spot chartersand minimizing time spent waiting for charters and traveling unladen to pick up cargo. The value of tankervessels may fluctuate and could adversely affect the value of tanker company securities in the Fund’s portfolio.Declining tanker values could affect the ability of tanker companies to raise cash by limiting their ability torefinance their vessels, thereby adversely impacting tanker company liquidity. Tanker company vessels are atrisk of damage or loss because of events such as mechanical failure, collision, human error, war, terrorism,piracy, cargo loss and bad weather. In addition, changing economic, regulatory and political conditions in somecountries, including political and military conflicts, have from time to time resulted in attacks on vessels, miningof waterways, piracy, terrorism, labor strikes, boycotts and government requisitioning of vessels. These sorts ofevents could interfere with shipping lanes and result in market disruptions and a significant loss of tankercompany earnings.

PIPEs Risk

The Fund may make private investments in public equities (“PIPE”). PIPE transactions typically involvethe purchase of securities directly from a publicly traded company or its affiliates in a private placementtransaction, typically at a discount to the market price of the company’s common stock. In a PIPE transaction, theFund may bear the price risk from the time of pricing until the time of closing. Equity issued in this manner isoften subject to transfer restrictions and is therefore less liquid than equity issued through a registered publicoffering. The Fund may be subject to lock-up agreements that prohibit transfers for a fixed period of time. Inaddition, because the sale of the securities in a PIPE transaction is not registered under the Securities Act, thesecurities are “restricted” and cannot be immediately resold into the public markets. The Fund may enter into aregistration rights agreement with the issuer pursuant to which the issuer commits to file a resale registrationstatement allowing the Fund to publicly resell its securities. However, the ability of the Fund to freely transfer theshares is conditioned upon, among other things, the SEC’s preparedness to declare the resale registrationstatement effective and the issuer’s right to suspend the Fund’s use of the resale registration statement if theissuer is pursuing a transaction or some other material non-public event is occurring. Accordingly, PIPEsecurities may be subject to risks associated with illiquid securities.

Small Capitalization MLP Risk

The Fund may invest in securities of MLPs and other issuers that have comparatively smallercapitalizations relative to issuers whose securities are included in major benchmark indexes, which presentsunique investment risks. These companies often have limited product lines, markets, distribution channels orfinancial resources, and the management of such companies may be dependent upon one or a few key people.The market movements of equity securities issued by MLPs with smaller capitalizations may be more abrupt orerratic than the market movements of equity securities of larger, more established companies or the stock marketin general. Historically, smaller capitalization companies have sometimes gone through extended periods whenthey did not perform as well as larger companies. In addition, equity securities of smaller capitalizationcompanies generally are less liquid than those of larger companies. This means that the Fund could have greaterdifficulty selling such securities at the time and price that the Fund would like.

Derivatives Risk

The Fund may invest in derivative instruments including without limitation, options, futures, options onfutures, forwards, swaps, options on swaps, structured securities and other derivatives. Investments in derivativeinstruments may be for both hedging and nonhedging purposes (that is, to seek to increase total return), althoughsuitable derivative instruments may not always be available to the Investment Adviser for these purposes.Derivative instruments can be illiquid, may disproportionately increase losses, and may have a potentially largeimpact on Fund performance. Losses from investments in derivative instruments can result from a lack ofcorrelation between changes in the value of derivative instruments and the portfolio assets (if any) being hedged,

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the potential illiquidity of the markets for derivative instruments, the failure of the counterparty to perform itscontractual obligations, or the risks arising from margin requirements and related leverage factors associated withsuch transactions. Losses may also arise if the Fund receives cash collateral under the transactions and some orall of that collateral is invested in the market. To the extent that cash collateral is so invested, such collateral willbe subject to market depreciation or appreciation, and the Fund may be responsible for any loss that might resultfrom its investment of the counterparty’s cash collateral. The use of these management techniques also involvesthe risk of loss if the Investment Adviser is incorrect in its expectation of the timing or level of fluctuations insecurities prices, interest rates or currency prices. Investments in derivative instruments may be harder to value,subject to greater volatility and more likely subject to changes in tax treatment than other investments. For thesereasons, the Investment Adviser’s attempts to hedge portfolio risks through the use of derivative instruments maynot be successful, and the Investment Adviser may choose not to hedge certain portfolio risks. Investing fornonhedging purposes is considered a speculative practice and presents even greater risk of loss.

Leverage Risk

The use of leverage creates an opportunity for increased Common Share net investment income dividends,but also creates risks for the holders of Common Shares. There is no assurance that the Fund’s intendedleveraging strategy will be successful. Leverage involves risks and special considerations for commonshareholders, including the likelihood of greater volatility of NAV, market price and dividend rate of theCommon Shares than a comparable portfolio without leverage; the risk that fluctuations in interest rates onborrowings and short-term debt or in the interest or dividend rates on any leverage that the Fund must pay willreduce the return to the common shareholders; the effect of leverage in a declining market, which is likely tocause a greater decline in the NAV of the Common Shares than if the Fund were not leveraged, which may resultin a greater decline in the market price of the Common Shares; when the Fund uses financial leverage, theinvestment advisory fees payable to the Investment Adviser will be higher than if the Fund did not use leverage;and leverage may increase operating costs, which may reduce total return.

Certain types of leverage used by the Fund may result in the Fund being subject to covenants relating toasset coverage and portfolio composition requirements, or being subject to segregation requirements under the1940 Act. These coverage, composition and segregation requirements could result in the Fund maintainingsecurities positions that it would otherwise liquidate, segregating assets at a time when it might bedisadvantageous to do so or otherwise restricting portfolio management. Such segregation and coveragerequirements will not limit or offset losses on related positions. The Fund may be subject to certain restrictionson investments imposed by guidelines of one or more rating agencies, which may issue ratings for fixed incomesecurities or Preferred Shares issued by the Fund. These guidelines may impose asset coverage or portfoliocomposition requirements that are more stringent than those imposed by the 1940 Act. The Investment Adviserdoes not believe that these covenants or guidelines will impede it from managing the Fund’s portfolio inaccordance with the Fund’s investment objective and policies.

The Fund may also engage in reverse repurchase agreements and short sales, which would create similarrisks as leveraging the Fund’s investment portfolio.

Counterparty Risk

Many of the protections afforded to participants on some organized exchanges, such as the performanceguarantee of an exchange clearing house, might not be available in connection with OTC transactions. Therefore,in those instances in which the Fund enters into OTC transactions, the Fund will be subject to the risk that itsdirect counterparty will not perform its obligations under the transactions and that the Fund will sustain losses.

Risks Related to the Fund’s Clearing Broker and Central Clearing Counterparty

The CEA requires swaps and futures clearing brokers registered as “futures commission merchants” tosegregate all funds received from customers with respect to any orders for the purchase or sale of U.S. domesticfutures contracts and cleared swaps from the brokers’ proprietary assets. Similarly, the CEA requires each futures

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commission merchant to hold in separate secure accounts all funds received from customers with respect to anyorders for the purchase or sale of foreign futures contracts and cleared swaps and segregate any such funds.However, all funds and other property received by a clearing broker from its customers are held by the clearingbroker on a commingled basis in an omnibus account and may be invested in certain instruments permitted underapplicable regulations. There is a risk that assets deposited by the Fund with any swaps or futures clearing brokeras margin for futures contracts or cleared swaps may, in certain circumstances and to varying degrees for swapsand futures and options contracts, be used to satisfy losses of other clients of the Fund’s clearing broker. Inaddition, for both cleared swaps and futures and options contracts, the assets of the Fund might not be fullyprotected in the event of the Fund’s clearing broker’s bankruptcy, as the Fund would be limited to recoveringonly a pro rata share of all available funds segregated on behalf of the clearing broker’s customers for therelevant account class.

Similarly, the CEA requires a clearing organization approved by the CFTC as a derivatives clearingorganization to segregate all funds and other property received from a clearing member’s clients in connectionwith domestic cleared derivative contracts from any funds held at the clearing organization to support theclearing member’s proprietary trading. Nevertheless, all customer funds held at a clearing organization inconnection with any futures contracts are held in a commingled omnibus account and are not identified to thename of the clearing member’s individual customers. All customer funds held at a clearing organization withrespect to cleared swaps of customers of a clearing broker are also held in an omnibus account, but CFTC rulesrequire that the clearing broker notify the clearing organization of the amount of the initial margin provided bythe clearing broker to the clearing organization that is attributable to each customer.

With respect to futures and options contracts, a clearing organization may use assets of a non-defaultingcustomer held in an omnibus account of a clearing member at the clearing organization to satisfy paymentobligations to the clearing organization of a defaulting customer of the clearing member that also defaults on itspayment obligations to the clearing organization. With respect to cleared swaps, a clearing organization generallycannot do so, but may do so if the clearing member does not provide accurate reporting to the clearingorganization as to the attribution of margin among its clients. Also, since clearing brokers generally provide toclearing organizations the net amount of variation margin required for cleared swaps for all of its customers inthe aggregate, rather than the gross amount of each customer, the Fund is subject to the risk that a clearingorganization will not make variation margin payments owed to the Fund if another customer of the clearingmember has suffered a loss and is in default. As a result, in the event of a default of the clearing broker’s otherclients or the clearing broker’s failure to extend its own funds in connection with any such default, the Fund maynot be able to recover the full amount of assets deposited by the clearing broker on behalf of the Fund with theclearing organization.

Convertible Securities Risk

The market value of convertible securities tends to decline as interest rates increase and, conversely, tendsto increase as interest rates decline. In addition, because of the conversion feature, the market value ofconvertible securities tends to vary with fluctuations in the market value of the underlying common stock orother security. A unique feature of convertible securities is that as the market price of the underlying securitydeclines, convertible securities tend to trade increasingly on a yield basis, and so may not experience marketvalue declines to the same extent as the underlying security. When the market price of the underlying securityincreases, the prices of the convertible securities tend to rise as a reflection of the value of the underlyingsecurity.

Restricted and Illiquid Securities Risk

The Fund may invest up to 30% of its Managed Assets in illiquid securities which cannot be disposed of inseven days in the ordinary course of business at fair value. The Fund may purchase Rule 144A securities forwhich there is a secondary market of qualified institutional buyers, as defined in Rule 144A promulgated underthe 1933 Act. Rule 144A provides an exemption from the registration requirements of the 1933 Act for the resaleof certain restricted securities to “qualified institutional buyers”. Investing in 144A Securities may decrease the

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liquidity of the Fund’s portfolio to the extent that qualified institutional buyers become for a time uninterested inpurchasing these restricted securities. The purchase price and subsequent valuation of restricted and illiquidsecurities normally reflect a discount, which may be significant, from the market price of comparable securitiesfor which a liquid market exists.

Investments purchased by the Fund, particularly debt securities and over-the-counter traded instrumentsthat are liquid at the time of purchase, may subsequently become illiquid due to events relating to the issuer ofthe securities, markets events, economic conditions or investor perceptions. Domestic and foreign markets arebecoming more and more complex and interrelated, so that events in one sector of the market or the economy, orin one geographical region, can reverberate and have negative consequences for other market, economic orregional sectors in a manner that may not be reasonably foreseen. With respect to over-the-counter tradedsecurities, the continued viability of any over-the-counter secondary market depends on the continuedwillingness of dealers and other participants to purchase the instruments.

In cases where no clear indication of the value of the Fund’s portfolio instruments is available, the portfolioinstruments will be valued at their fair value according to the valuation procedures approved by the Board ofTrustees. These cases include, among others, situations where a security or other asset or liability does not have aprice source.

Tax Risk

Tax risks associated with investments in the Fund include but are not limited to the following:

MLP Tax Risk. Much of the benefit that the Fund may derive from its investment in equity securities ofMLPs is a result of MLPs generally being treated as partnerships for U.S. federal income tax purposes.Partnerships do not pay U.S. federal income tax at the partnership level. Rather, each partner is allocated a shareof the partnership’s income, gains, losses, deductions and expenses. A change in current tax law, or a change inthe underlying business mix of a given MLP, could result in an MLP being treated as a corporation for U.S.federal income tax purposes, which would result in the MLP being required to pay U.S. federal income tax (aswell as state and local income taxes) on its taxable income. Furthermore, an MLP could elect to reorganize as ataxable entity or corporation. There can be no guarantee that each MLP in which the Fund invests will remainstructured as an MLP. A restructuring by an MLP in which the Fund invests could alter the tax status of theFund’s investment. The classification of an MLP as a corporation for U.S. federal income tax purposes wouldhave the effect of reducing the amount of cash available for distribution by the MLP. If any MLP in which theFund invests were treated as a corporation for U.S. federal income tax purposes, it could result in a reduction ofthe value of the Fund’s investment in the MLP and lower income to the Fund.

To the extent that the Fund invests in the equity securities of an MLP classified as a partnership, the Fund willbe required to include in its taxable income the Fund’s allocable share of the income, gains, losses and deductionsrecognized by each such MLP and take into account its allocable share of the MLP’s tax credits, regardless ofwhether the MLP distributes cash to the Fund. Based upon a review of the historic results of the type of MLPs inwhich the Fund intends to invest, the Fund expects that the cash distributions it will receive with respect itsinvestments in equity securities of MLPs will exceed the taxable income allocated to the Fund from such MLPs. Noassurance, however, can be given in this regard. If this expectation is not realized, the Fund will have a largercorporate income tax expense than expected, which will result in less cash available to distribute to shareholders.

The portion of an MLP’s distributions to the Fund which are not derived from the MLP’s taxable income(return of capital distributions) generally will not be taxable to the Fund unless the amount distributed exceedsthe Fund’s basis in its interest in the MLP. Distributions received by the Fund from an MLP will reduce theFund’s adjusted basis in its interest in the MLP, but not below zero. A reduced basis generally will result in anincrease in the amount of gain (or decrease in the amount of loss) that will be recognized by the Fund for taxpurposes on the sale of its interest in the MLP. Distributions from an MLP to the Fund in excess of the Fund’sbasis in the MLP generally will be taxable to the Fund as capital gain. The Fund will not benefit from currentfavorable federal income tax rates on long-term capital gains because it will be taxed as a corporation for federal

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income tax purposes. Furthermore, any return of capital distribution received from the MLP may require theFund to restate the character of its distributions and amend any shareholder tax reporting previously issued.

Historically, energy and certain other MLPs have been able to offset a significant portion of their taxableincome with tax deductions. The Fund will incur a current income tax liability on the portion of its share of theincome and gain from each MLP investment that is not offset by its share of the MLP’s tax deductions, by itsshare of the MLPs’ tax credits or by the Fund’s net operating losses or net operating loss carryforwards, if any.The percentage of an MLP’s income that is offset by the MLP’s tax deductions will fluctuate over time. Forexample, new acquisitions of depreciable property by MLPs tend to generate accelerated depreciation and othertax deductions, and therefore a decline in acquisition activity by such MLPs owned by the Fund could increasethe Fund’s current tax liability. If the percentage of the income allocated to the Fund that is offset by taxdeductions declines, the Fund receives taxable dividends from “C” corporations that are not offset by deductionsand/or by the Fund’s allocable share of net ordinary losses with respect to investments in MLPs, or the Fund’sportfolio turnover increases, the Fund could incur increased tax liabilities and the portion of the distributions paidby the Fund that is treated as tax-deferred return of capital would be reduced and the portion treated as taxabledividend income would be increased. This generally would result in lower after-tax distributions to shareholders.If the amount of the Fund’s distributions to U.S. shareholders exceeds the Fund’s current and accumulatedearnings and profits, such excess will be treated first as a tax-free return of capital to the extent of, and inreduction of, U.S. shareholders’ tax basis in the shares, and thereafter as capital gain. Any such capital gain willbe long-term capital gain if such U.S. shareholder has held the applicable shares for more than one year. Theportion of the distribution received by the U.S. shareholder from the Fund that constitutes a return of capital willdecrease the U.S. Shareholder’s tax basis in his or her Fund shares (but not below zero), which will result in anincrease in the amount of gain (or decrease in the amount of loss) that will be recognized by the U.S. shareholderfor tax purposes on the later sale of such Fund shares.

Depreciation or other cost recovery deductions passed through to the Fund from investments in MLPs in agiven year generally will reduce the Fund’s taxable income (and earnings and profits), but those deductions maybe recaptured in the Fund’s taxable income (and earnings and profits) in subsequent years when the MLPsdispose of their assets or when the Fund disposes of its interests in the MLPs. When deductions are recaptured,distributions to the Fund’s shareholders may be taxable, even though the shareholders at the time of thedistribution might not have held shares in the Fund at the time the deductions were taken by the Fund, and eventhough the Fund’s shareholders at the time of the distribution will not have corresponding economic gain on theirshares at the time of the distribution.

The portion of the distributions received by the Fund each year that is considered a return of capital for taxpurposes from the MLPs will not be known until the Fund receives a schedule K-1 for that year with respect toeach of its MLP investments. The Fund’s tax liability will not be known until the Fund completes its annual taxreturn. The Fund’s tax estimates could vary substantially from the actual liability and therefore the determinationof the Fund’s actual tax liability may have a material impact on the Fund’s NAV. The payment of corporateincome taxes imposed on the Fund will decrease cash available for distribution to shareholders.

Fund Structure Risk. Unlike traditional mutual funds and closed-end funds that are structured asregulated investment companies for U.S. federal income tax purposes, the Fund will be taxable as a regularcorporation, or “C” corporation, for U.S. federal income tax purposes. This means the Fund generally will besubject to U.S. federal income tax on its taxable income at the rates applicable to corporations (currently amaximum rate of 35%), and will also be subject to state and local income taxes.

Over the long term, the Fund intends to distribute substantially all of the Fund’s distributable cash flowreceived as cash distributions from MLPs, interest payments received on debt securities owned by the Fund andother payments on securities owned by the Fund, less Fund expenses. The Fund currently anticipates makingdistributions to its shareholders each fiscal quarter out of legally available funds. Consequently, the Fund maymaintain cash reserves, borrow or may be required to sell certain investments at times when it would nototherwise be desirable to do so in order to pay the expenses of the Fund. Such sales could result in the Fund’srecognition of taxable income and gains, could result in the imposition of U.S. federal, state and local corporate

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income taxes on the Fund, and may increase the Fund’s current and accumulated earnings and profits, whichwould result in a greater portion of distributions to Fund shareholders being treated as dividends. This practicealso could require the Fund to sell an investment at a price lower than the price at which it is valued, or lowerthan the price the Fund could have obtained if it were able to sell the investment at a more advantageous time.

Unlike the MLP investments in which it invests, the Fund is not a pass-through vehicle. Consequently, thetax characterization of the distributions paid by the Fund, as dividend income or return of capital, may differgreatly from those of the underlying MLPs.

Changes in tax laws or regulations, or future interpretations of such laws or regulations, could adverselyaffect the Fund or the MLPs in which the Fund invests. Legislation could also negatively impact the amount andtax characterization of dividends received by the Fund’s shareholders. For example, Congress could take actionwhich would eliminate the tax benefits of depreciation, depletion and amortization deductions realized by MLPs.Alternatively, Congress could impose a tax on pass-through entities such as MLPs or eliminate the use of pass-through taxation entirely. The tax benefits of depreciation, depletion and amortization deductions realized byMLPs effectively defer the income of the MLPs and, in turn, the taxable income of the Fund. Without thesebenefits the Fund would be subject to current U.S. federal, state and local corporate income taxes on a greaterproportion of its allocable share of the income and gains of MLPs in which it invests, and the Fund’s ability topay distributions treated as return-of-capital distributions (for tax purposes) or as capital gains would be reduced.Imposing a tax on pass-through entities and/or eliminating the use of pass-through taxation entirely could resultin three levels of tax—at the MLP level, the Fund level and the shareholder level.

Tax Estimation/NAV Risk. Because the Fund is treated as a regular corporation, or a “C” corporation, forU.S. federal income tax purposes, the Fund will incur tax expenses. In calculating the Fund’s NAV, the Fund willaccount for its current taxes and deferred tax liability and/or asset balances.

The Fund will accrue a deferred income tax liability balance at the rates applicable to corporations, plus anestimated state and local income tax rate, for its future tax liability associated with the capital appreciation of itsinvestments and the distributions received by the Fund on equity securities of MLPs considered to be return ofcapital and for any net operating gains. Any deferred tax liability balance will reduce the Fund’s NAV whichcould have an effect on the market price of the shares. Upon the Fund’s sale of its interest in an MLP, the Fundmay be liable for previously deferred taxes. The Fund may also accrue a deferred tax asset balance, whichreflects an estimate of the Fund’s future tax benefit associated with net operating losses and unrealized losses.Deferred tax assets may constitute a relatively high percentage of the Fund’s NAV, thereby increasing the Fund’sNAV which could have an effect on the market price of the shares. To the extent the Fund has a deferred taxasset balance, the Fund will assess whether a valuation allowance, which would offset the value of some or all ofthe Fund’s deferred tax asset balance, is required, considering all positive and negative evidence related to therealization of the Fund’s deferred tax asset. To the extent a valuation allowance differs from the estimates of theFund used in calculating the Fund’s NAV, the application of such valuation allowance could have a materialimpact on the Fund’s NAV which could have an effect on the market price of the shares.

An estimate of current taxes and deferred tax liability and/or asset balances is dependent upon the Fund’snet investment income and unrealized gains on investments and such expenses may vary greatly from year toyear depending on the nature of the Fund’s investments, the performance of those investments and generalmarket conditions. Therefore, any estimate of current taxes and deferred income tax liability and/or assetbalances cannot be reliably predicted from year to year. As of the date of this Prospectus, the Fund had not yetcommenced investment operations, and therefore had no current taxes and deferred tax assets or liabilities.

The Fund’s deferred tax liability and/or asset balances are estimated using estimates of effective tax ratesexpected to apply to taxable income in the years such balances are realized. The Fund will rely to some extent oninformation provided by MLPs regarding the tax characterization of the distributions made by such MLPs, whichmay not be provided to the Fund on a timely basis, to estimate the Fund’s current taxes and deferred tax liabilityand/or asset balances for purposes of financial statement reporting and determining its NAV. The Fund’sestimates regarding its current taxes and deferred tax liability and/or asset balances are made in good faith;however, the daily estimate of the Fund’s current taxes and deferred tax liability and/or asset balances used to

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calculate the Fund’s NAV could vary dramatically from the Fund’s actual tax liability or benefit, and, as a result,the determination of the Fund’s actual tax liability or benefit may have a material impact on the Fund’s NAV.From time to time, the Fund may modify its estimates or assumptions regarding its current taxes and deferred taxliability and/or asset balances as new information becomes available. Modifications of the Fund’s estimates orassumptions regarding its current taxes and deferred tax liability and/or asset balances and any applicablevaluation allowance, changes in generally accepted accounting principles or related guidance or interpretationsthereof, limitations imposed on net operating losses (if any) and changes in applicable tax law could result inincreases or decreases in the Fund’s NAV, which could be material. Unexpected significant decreases in cashdistributions from the Fund’s MLP investments or significant declines in the fair value of its investments maychange the Fund’s assessment regarding the recoverability of its deferred tax assets and may result in a valuationallowance. If a valuation allowance is required to reduce any deferred tax asset in the future, it could have amaterial impact on the Fund’s NAV and results of operations with respect to the Fund’s shareholders in theperiod it is recorded, even though the shareholders at such time might not have held shares in the Fund at thetime the deferred tax asset had been established.

The Fund may acquire its target assets in varying increments at different prices over time, and the tax basisof each security may vary depending on the Fund’s receipt of one or more distributions characterized as returnsof capital during the Fund’s holding period of that security. The tax basis of a security may differ significantlyfrom the original cost or the current market value of the security, which if sold, may subject the Fund to taxationon the value received in excess of the adjusted tax basis, even if the sale price of the security is lower than itsoriginal acquisition cost. Additionally, distributions of earnings realized by the Fund from the sale of the securitywould generally be treated as taxable dividend income, as opposed to a non-taxable return of capital. It will bedifficult for you to monitor the adjusted tax basis of each individual security in the portfolio, and thereforedifficult to estimate the potential for embedded taxable gains if a security were to be sold at the current marketprice.

Foreign Investments Risk

The Fund may make foreign investments. Foreign investments involve special risks that are not typicallyassociated with U.S. dollar denominated or quoted securities of U.S. issuers. Foreign investments may beaffected by changes in currency rates, changes in foreign or U.S. laws or restrictions applicable to suchinvestments and changes in exchange control regulations (e.g., currency blockage). A decline in the exchangerate of the currency (i.e., weakening of the currency against the U.S. dollar) in which a portfolio security isquoted or denominated relative to the U.S. dollar would reduce the value of the portfolio security. In addition, ifthe currency in which the Fund receives dividends, interest or other payments declines in value against the U.S.dollar before such income is distributed as dividends to shareholders or converted to U.S. dollars, the Fund mayhave to sell portfolio securities to obtain sufficient cash to pay such dividends.

Brokerage commissions, custodial services and other costs relating to investment in international securitiesmarkets generally are more expensive than in the United States. In addition, clearance and settlement proceduresmay be different in foreign countries and, in certain markets, such procedures have been unable to keep pace withthe volume of securities transactions, thus making it difficult to conduct such transactions.

Foreign issuers are not generally subject to uniform accounting, auditing and financial reporting standardscomparable to those applicable to U.S. issuers. There may be less publicly available information about a foreignissuer than about a U.S. issuer. In addition, there is generally less government regulation of foreign markets,companies and securities dealers than in the United States, and the legal remedies for investors may be morelimited than the remedies available in the United States. Foreign securities markets may have substantially lessvolume than U.S. securities markets and securities of many foreign issuers are less liquid and more volatile thansecurities of comparable domestic issuers. Furthermore, with respect to certain foreign countries, there is apossibility of nationalization, expropriation or confiscatory taxation, imposition of withholding or other taxes ondividend or interest payments (or, in some cases, capital gains distributions), limitations on the removal of fundsor other assets from such countries, and risks of political or social instability or diplomatic developments whichcould adversely affect investments in those countries.

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Concentration of the Fund’s assets in one or a few countries and currencies will subject the Fund to greaterrisks than if the Fund’s assets were not geographically concentrated.

Investments in foreign securities may take the form of sponsored and unsponsored ADRs, GDRs, EDRs orother similar instruments representing securities of foreign issuers. ADRs, GDRs and EDRs represent the right toreceive securities of foreign issuers deposited in a bank or other depository. ADRs and certain GDRs are tradedin the United States. GDRs may be traded in either the United States or in foreign markets. EDRs are tradedprimarily outside the United States. Prices of ADRs are quoted in U.S. dollars. EDRs and GDRs are notnecessarily quoted in the same currency as the underlying security.

Private Company Investments Risk

Private companies are not subject to SEC reporting requirements, are not required to maintain theiraccounting records in accordance with generally accepted accounting principles, and are not required to maintaineffective internal controls over financial reporting. As a result, the Investment Adviser may not have timely oraccurate information about the business, financial condition and results of operations of the private companies inwhich the Fund invests. There is risk that the Fund may invest on the basis of incomplete or inaccurateinformation, which may adversely affect the Fund’s investment performance. Private companies in which theFund may invest may have limited financial resources, shorter operating histories, more asset concentration risk,narrower product lines and smaller market shares than larger businesses, which tend to render them morevulnerable to competitors’ actions and market conditions, as well as general economic downturns. Thesecompanies generally have less predictable operating results, may from time to time be parties to litigation, maybe engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and mayrequire substantial additional capital to support their operations, finance expansion or maintain their competitiveposition. These companies may have difficulty accessing the capital markets to meet future capital needs, whichmay limit their ability to grow or to repay their outstanding indebtedness upon maturity. In addition, the Fund’sinvestment also may be structured as pay-in-kind securities with minimal or no cash interest or dividends untilthe company meets certain growth and liquidity objectives. The securities of private portfolio companies areilliquid, making it difficult for the Fund to sell such investments.

Pre-IPO Investments Risk

Pre-IPO companies typically have limited operating histories, narrower, less established product lines andsmaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions,market conditions and consumer sentiment in respect of their products or services, as well as general economicdownturns. Such companies may experience operating losses, which may be substantial, and there can be noassurance when or if such companies will operate at a profit. At the time of the Fund’s investment, there isgenerally little publicly available information about these businesses since they are primarily privately ownedand the Fund may only have access to the company’s actual financial results as of and for the most recent quarterend or, in certain cases, the quarter end preceding the most recent quarter end. There can be no assurance that theinformation that the Fund does obtain with respect to any investment is reliable. Pre-IPO companies may havelimited financial resources and may be unable to meet their obligations under their existing credit facilities (to theextent that such facilities exist), which may lead to equity financings, possibly at discounted valuations, in whichthe Fund could be substantially diluted if the Fund does not or cannot participate, bankruptcy or liquidation andthe corresponding reduction in value or loss of the Fund’s investment. Pre-IPO companies are more likely todepend on the management talents and efforts of a small group of persons; therefore, the death, disability,resignation or termination of one or more of these persons could have a material adverse impact on the companyand, in turn, on the Fund. Continued global economic uncertainty could also result in investors becoming morerisk-averse, which in turn could reduce the amount of growth capital available to the companies from bothexisting and new investors, could adversely affect their operating performance, and could delay liquidity paths(for example, an IPO or strategic sale/merger) for the companies. It may be difficult for the Fund to sell theseinvestments, subjecting the Fund to liquidity risk. The securities of private portfolio companies are illiquid, and

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the inability of these portfolio companies to complete an IPO within the targeted time frame will extend theholding period of the Fund’s investments and may adversely affect the value of these investments.

Initial Public Offering Risk

An IPO is a company’s first offering of stock to the public. IPO risk is the risk that the market value of IPOshares will fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading,the small number of shares available for trading and limited information about the issuer. The purchase of IPOshares may involve high transaction costs. IPO shares are subject to market risk and liquidity risk. When theFund’s asset base is small, a significant portion of the Fund’s performance could be attributable to investments inIPOs, because such investments would have a magnified impact on the Fund. As the Fund’s assets grow, theeffect of the Fund’s investments in IPOs on the Fund’s performance probably will decline, which could reducethe Fund’s performance. Because of the price volatility of IPO shares, the Fund may choose to hold IPO sharesfor a very short period of time. This may increase the turnover of the Fund’s portfolio and may lead to increasedexpenses to the Fund, such as commissions and other transaction costs. The Fund will generally be subject to taxon the sale of IPO shares at a gain. In addition, the market for IPO shares can be speculative and/or inactive forextended periods of time. There is no assurance that the Fund will be able to obtain allocable portions of IPOshares. The limited number of shares available for trading in some IPOs may make it more difficult for the Fundto buy or sell significant amounts of shares without an unfavorable impact on prevailing prices. Investors in IPOshares can be affected by substantial dilution in the value of their shares, by sales of additional shares and byconcentration of control in existing management and principal shareholders.

Interest Rate Risk

When interest rates increase, fixed income securities or instruments held by the Fund, including MLPs, willgenerally decline in value. Long-term fixed income securities or instruments will normally have more pricevolatility because of this risk than short-term fixed income securities or instruments. Rising interest rates couldincrease the costs of capital thereby increasing operating costs and reducing the ability of MLPs and othercompanies operating in the energy sector to carry out acquisitions or expansions in a cost-effective manner. As aresult, rising interest rates could negatively affect the financial performance of MLPs and other companiesoperating in the energy sector. Rising interest rates may also impact the price of the securities of MLPs and othercompanies operating in the energy sector as the yields on alternative investments increase. With interest ratesnow close to historic lows, the risk of a rise in interest rates is greater.

The Fund may enter into a swap or cap transaction to attempt to protect itself from increasing dividend orinterest expenses resulting from increasing short-term rates. A decline in interest rates may result in a decline inthe value of the swap or cap, which may result in a decline in the NAV of the Fund. A sudden and dramaticdecline in interest rates may result in a significant decline in the NAV of the Fund.

Liquidity Risk

Although the equity securities of the MLPs in which the Fund invests generally trade on major stockexchanges, certain securities may trade less frequently, particularly those of MLPs and other issuers with smallercapitalizations. Securities with limited trading volumes may display volatile or erratic price movements. Also,the Fund may make investments that may become less liquid in response to market developments or adverseinvestor perceptions. In addition, the Fund may be one of the largest investors in certain sub-sectors of the energyor natural resource sectors. Thus, it may be more difficult for the Fund to buy and sell significant amounts ofsuch securities without an unfavorable impact on prevailing market prices. Larger purchases or sales of thesesecurities by the Fund in a short period of time may cause abnormal movements in the market price of thesesecurities. When there is no willing buyer and investments cannot be readily sold at the desired time or price, theFund may have to accept a lower price or may not be able to sell the security or instrument at all. An inability tosell one or more portfolio positions can adversely affect the Fund’s value or prevent the Fund from being able totake advantage of other investment opportunities.

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During certain periods the liquidity of particular issuers or industries, or all securities within particularinvestment categories, may shrink or disappear suddenly and without warning as a result of adverse economic,market or political events, or adverse investor perceptions, whether or not accurate.

Valuation Risk

Market prices may not be readily available for some of the Fund’s investments, including MLPsubordinated units, direct ownership of general partner or managing member interests and restricted orunregistered securities of certain MLPs and private companies. The value of such securities is determined by fairvaluations determined by the Board of Trustees or its designee pursuant to procedures governing the valuation ofportfolio securities adopted by the Board of Trustees. Proper valuation of such securities may require morereliance on the judgment of the Investment Adviser than for valuation of securities for which an active tradingmarket exists. As a limited partner in MLPs, the Fund includes its allocable share of the MLPs, taxable income incomputing its own taxable income. Deferred income taxes in the financial statements of the Fund reflect (i) taxeson unrealized gains/losses, which are attributable to the temporary difference between fair market value and thetax basis of the Fund’s assets, (ii) the net tax effects of temporary differences between the carrying amounts ofsuch assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and(iii) the net tax benefit of accumulated net operating losses. To the extent the Fund has a deferred tax asset,consideration is given as to whether or not a valuation allowance is required. In the assessment for a valuationallowance, consideration is given to all positive and negative evidence related to the realization of the deferredtax asset. This assessment considers, among other matters, the nature, frequency and severity of current andcumulative losses, forecasts of future profitability (which are highly dependent on future MLP cashdistributions), the duration of statutory carryforward periods and the associated risk that operating losscarryforwards may expire unused.

Natural Resources Risk

The Fund may invest in MLPs and companies principally engaged in owning or developing non-energynatural resources (including timber and minerals) and industrial materials, or supplying goods or services to suchcompanies. The Fund’s investments in natural resources issuers (including MLPs) will be subject to the risk thatprices of these investments may fluctuate widely in response to the level and volatility of commodity prices;exchange rates; import controls; domestic and global competition; environmental regulation and liability forenvironmental damage; mandated expenditures for safety or pollution control; the success of explorationprojects; depletion of resources; tax policies; and other governmental regulation. Investments in natural resourcesissuers can be significantly affected by changes in the supply of or demand for natural resources. The value ofinvestments in natural resources issuers may be adversely affected by a change in inflation.

Mid-Cap and Small-Cap Risk

Investments in mid- and small-capitalization companies involve greater risk and portfolio price volatilitythan investments in larger capitalization stocks. Among the reasons for the greater price volatility of theseinvestments are the less certain growth prospects of smaller firms and the lower degree of liquidity in the marketsfor such securities. Mid- and small-capitalization companies may be thinly traded and may have to be sold at adiscount from current market prices or in small lots over an extended period of time. In addition, these securitiesare subject to the risk that during certain periods the liquidity of particular issuers or industries, or all securities inparticular investment categories, will shrink or disappear suddenly and without warning as a result of adverseeconomic or market conditions, or adverse investor perceptions whether or not accurate. Because of the lack ofsufficient market liquidity, the Fund may incur losses because it will be required to effect sales at adisadvantageous time and only then at a substantial drop in price. Mid- and small-capitalization companiesinclude “unseasoned” issuers that do not have an established financial history; often have limited product lines,markets or financial resources; may depend on or use a few key personnel for management; and may besusceptible to losses and risks of bankruptcy.

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Mid- and small-capitalization companies may be operating at a loss or have significant variations inoperating results; may be engaged in a rapidly changing business with products subject to a substantial risk ofobsolescence; may require substantial additional capital to support their operations, to finance expansion or tomaintain their competitive position; and may have substantial borrowings or may otherwise have a weakfinancial condition. In addition, these companies may face intense competition, including competition fromcompanies with greater financial resources, more extensive development, manufacturing, marketing, and othercapabilities, and a larger number of qualified managerial and technical personnel. Transaction costs for theseinvestments are often higher than those of larger capitalization companies. Investments in mid- and small-capitalization companies may be more difficult to price precisely than other types of securities because of theircharacteristics and lower trading volumes.

Delay in Use of Proceeds Risk

Although the Fund intends to invest the proceeds from the sale of the securities offered hereby as soon aspracticable following the completion of this offering, such investments may be delayed if suitable investmentsare unavailable at the time. The trading market and volumes for securities of MLPs and energy companies may attimes be less liquid than the market for other securities. Prior to the time the proceeds of this offering areinvested, such proceeds may be invested in short-term money market instruments and U.S. GovernmentSecurities, pending investment in securities of MLPs or energy companies. Income received by the Fund fromthese securities would subject the Fund to corporate tax before any distributions to security holders. See “Use ofProceeds.”

Cash Flow Risk

The Fund expects that a substantial portion of the cash flow it receives will be derived from its investmentsin equity securities of MLPs. The amount and tax characterization of cash available for distribution by an MLPdepends upon the amount of cash generated by such entity’s operations. Cash available for distribution by MLPswill vary widely from quarter to quarter and is affected by various factors affecting the entity’s operations. Inaddition to the risks described herein, operating costs, capital expenditures, acquisition costs, construction costs,exploration costs and borrowing costs may reduce the amount of cash that an MLP has available for distributionin a given period.

Capital Market Risk

Global financial markets and economic conditions have been, and continue to be, volatile due to a varietyof factors. The cost of raising capital in the debt and equity capital markets has increased substantially while theability to raise capital from those markets has diminished significantly. In particular, as a result of concerns aboutthe general stability of financial markets and specifically the solvency of lending counterparties, the cost ofraising capital from the credit markets generally has increased as many lenders and institutional investors haveincreased interest rates, enacted tighter lending standards, refused to refinance debt on existing terms or at all andreduced, or in some cases ceased to provide, funding to borrowers. In addition, lending counterparties underexisting revolving credit facilities and other debt instruments may be unwilling or unable to meet their fundingobligations. Due to these factors, MLPs may be unable to obtain new debt or equity financing on acceptableterms or at all and therefore MLPs may not be able to meet their obligations as they come due. Moreover,without adequate funding, MLPs may be unable to execute their growth strategies, complete future acquisitions,take advantage of other business opportunities or respond to competitive pressures, any of which could have amaterial adverse effect on their revenues and results of operations.

Competition Risk

A number of alternatives exist for investing in a portfolio of MLPs and their affiliates, including otherpublicly traded investment companies, structured notes, private funds, open-end funds and indexed products.These competitive conditions may adversely impact the Fund’s ability to meet its investment objective, which inturn could adversely impact our ability to make distributions or interest or Preferred Share distribution payments.

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Royalty Trust Risk

Royalty trusts are exposed to many of the same risks as other MLPs. The value of the equity securities ofthe royalty trusts in which the Fund invests may fluctuate in accordance with changes in the financial conditionof those royalty trusts, the condition of equity markets generally, commodity prices, and other factors.Distributions on royalty trusts in which the Fund may invest will depend upon the declaration of distributionsfrom the constituent royalty trusts, but there can be no assurance that those royalty trusts will pay distributions.Typically royalty trusts own the rights to royalties on the production and sales of a natural resource, including oil,gas, minerals and timber. As these deplete, production and cash flows steadily decline, which may decreasedistributions. The declaration of such distributions generally depends upon various factors, including theoperating performance and financial condition of the royalty trust and general economic conditions.

In many circumstances, the royalty trusts in which the Fund may invest may have limited operatinghistories. The value of royalty trust securities depends on factors that are not within the Fund’s control, includingthe financial performance of the respective issuers, interest rates, exchange rates and commodity prices (whichwill vary and are determined by supply and demand factors including weather and general economic and politicalconditions), the hedging policies employed by such issuers, issues relating to the regulation of the energyindustry and operational risks relating to the energy industry.

Credit/Default Risk

An issuer or guarantor of fixed income securities or instruments held by the Fund (which may have lowcredit ratings) may default on its obligation to pay interest and repay principal or default on any other obligation.The credit quality of the Fund’s portfolio securities or instruments may meet the Fund’s credit qualityrequirements at the time of purchase but then deteriorate thereafter, and such a deterioration can occur rapidly. Incertain instances, the downgrading or default of a single holding or guarantor of the Fund’s holding may impairthe Fund’s liquidity and have the potential to cause significant NAV deterioration.

Strategy Risk

The Fund’s strategy of investing primarily in MLPs, resulting in its being taxed as a regular corporation, ora “C” corporation, rather than as a regulated investment company for U.S. federal income tax purposes, is arelatively new investment strategy for funds. This strategy involves complicated and in some cases unsettledaccounting, tax and valuation issues that may result in unexpected and potentially significant consequences forthe Fund and its shareholders. In addition, accounting, tax and valuation procedures in this area are stilldeveloping, and there may not always be a clear consensus among industry participants as to the mostappropriate approach. This may result in changes over time in the Fund’s accounting, tax and valuation practices,which, in turn, could have material adverse consequences on the Fund and its shareholders.

Other Investment Company Risk

Subject to the limitations set forth in the 1940 Act and the Fund’s governing documents or as otherwisepermitted by the SEC, the Fund may acquire shares in other investment companies. When the Fund invests inother investment companies, it will bear its proportionate share of any fees and expenses borne by the otherinvestment companies.

ETNs Risk

ETNs are senior, unsecured, unsubordinated debt securities whose returns are linked to the performance ofa particular market benchmark or strategy minus applicable fees. ETNs are traded on an exchange (e.g., theNYSE) during normal trading hours. ETNs are subject to credit risk, and the value of the ETN may drop due to adowngrade in the issuer’s credit rating, despite the underlying market benchmark or strategy remainingunchanged. The value of an ETN may also be influenced by time to maturity, level of supply and demand for theETN, volatility and lack of liquidity in underlying assets, changes in the applicable interest rates, changes in the

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issuer’s credit rating and economic, legal, political or geographic events that affect the referenced underlyingasset.

Non-Diversification Risk

The Fund is non-diversified, meaning that the Fund is permitted to invest more of its assets in fewer issuersthan “diversified” funds. Thus, the Fund may be more susceptible to adverse developments affecting any singleissuer held in its portfolio, and may be more susceptible to greater losses because of these developments.

Anti-Takeover Provisions Risk

The Fund’s Declaration of Trust and Bylaws include provisions that could limit the ability of other entitiesor persons to acquire control of the Fund or convert the Fund to open-end status or to change the composition ofthe Board. Such provisions could limit the ability of shareholders to sell their shares at a premium over prevailingmarket prices by discouraging a third party from seeking to obtain control of the Fund. See “AdditionalInformation About the Fund—Anti-Takeover Provisions.”

Temporary Defensive Strategies Risk

When the Investment Adviser anticipates unusual market or other conditions, the Fund may temporarilydepart from its primary investment strategy as a defensive measure and invest all or a portion of its assets inobligations of the U.S. Government; commercial paper rated at least A-2 by S&P, P-2 by Moody’s or having acomparable rating by another NRSRO (or, if unrated, determined by the Investment Adviser to be of comparablecredit quality); certificates of deposit; bankers’ acceptances; repurchase agreements; non-convertible preferredstocks and non-convertible corporate bonds with a remaining maturity of less than one year; ETFs; otherinvestment companies; cash items; or any other fixed income securities that the Investment Adviser considersconsistent with this strategy. To the extent that the Fund invests defensively, it may not achieve its investmentobjective.

REIT Risk

REITs whose underlying properties are concentrated in a particular industry or geographic region aresubject to risks affecting such industries and regions. The securities of REITs involve greater risks than thoseassociated with larger, more established companies and may be subject to more abrupt or erratic pricemovements because of interest rate changes, economic conditions and other factors. Securities of such issuersmay lack sufficient market liquidity to enable the Fund to effect sales at an advantageous time or without asubstantial drop in price.

Market Disruption and Geopolitical Risk

The terrorist attacks in the United States on September 11, 2001, had a disruptive effect on the securitiesmarkets. The ongoing U.S. military and related action in Afghanistan and instability in Pakistan, Ukraine and theMiddle East, as well as the continuing threat of terrorist attacks, could have significant adverse effects on theU.S. economy, the stock market and world economies and markets generally. A similar disruption of financialmarkets or other terrorist attacks could adversely affect Fund service providers and/or the Fund’s operations aswell as interest rates, secondary trading, credit risk, inflation and other factors relating to the Common Shares.The Fund cannot predict the effects or likelihood of similar events in the future on the U.S. and world economies,the value of the Common Shares or the NAV of the Fund.

U.S. Government Securities Risk

The U.S. government may not provide financial support to U.S. government agencies, instrumentalities orsponsored enterprises if it is not obligated to do so by law. U.S. Government Securities issued by those agencies,instrumentalities and sponsored enterprises, including those issued by Fannie Mae, Freddie Mac and the FederalHome Loan Banks, are neither issued nor guaranteed by the United States Treasury and, therefore, are not backed

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by the full faith and credit of the United States. The maximum potential liability of the issuers of some U.S.Government Securities held by the Fund may greatly exceed their current resources, including their legal right tosupport from the U.S. Treasury. It is possible that issuers of U.S. Government Securities will not have the fundsto meet their payment obligations in the future. Fannie Mae and Freddie Mac have been operating underconservatorship, with the FHFA acting as their conservator, since September 2008. The entities are dependentupon the continued support of the U.S. Department of the Treasury and FHFA in order to continue their businessoperations. These factors, among others, could affect the future status and role of Fannie Mae and Freddie Macand the values of their securities and the securities which they guarantee. Additionally, the U.S. government andits agencies and instrumentalities do not guarantee the market value of their securities, which may fluctuate.

Potential Conflicts of Interest Risk

The Investment Adviser’s investment team is often responsible for managing the Fund as well as one ormore funds and other accounts, including proprietary accounts, separate accounts and other pooled investmentvehicles, such as unregistered hedge funds. A portfolio manager may manage a separate account or other pooledinvestment vehicle which may have materially higher fee arrangements than the Fund and may also have aperformance-based fee. The side-by-side management of these funds may raise potential conflicts of interestrelating to cross trading, the allocation of investment opportunities and the aggregation and allocation of trades.See “Activities of Goldman Sachs and its Affiliates and Other Accounts Managed by Goldman Sachs.”

The Investment Adviser has a fiduciary responsibility to manage all client accounts in a fair and equitablemanner. The Investment Adviser seeks to provide best execution of all securities transactions and aggregate andthen allocate securities to client accounts in a fair and timely manner. To this end, the Investment Adviser hasdeveloped policies and procedures designed to mitigate and manage the potential conflicts of interest that mayarise from side-by-side management. In addition, the Investment Adviser and the Fund have adopted policieslimiting the circumstances under which cross-trades may be effected between the Fund and another clientaccount. The Investment Adviser conducts periodic reviews of trades for consistency with these policies.

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OTHER PORTFOLIO RISKS

Emerging Markets Risk

The Fund may invest in securities of issuers located in emerging countries. The risks of foreign investmentare heightened when the issuer is located in an emerging country. Emerging countries are generally located inAfrica, Asia, the Middle East, Eastern Europe and Central and South America. The Fund’s purchase and sale ofportfolio securities in certain emerging countries may be constrained by limitations relating to daily changes inthe prices of listed securities, periodic trading or settlement volume and/or limitations on aggregate holdings offoreign investors. Such limitations may be computed based on the aggregate trading volume by or holdings of theFund, the Investment Adviser, or its affiliates and respective clients and other service providers. The Fund maynot be able to sell securities in circumstances where price, trading or settlement volume limitations have beenreached.

Foreign investment in the securities markets of certain emerging countries is restricted or controlled tovarying degrees which may limit investment in such countries or increase the administrative costs of suchinvestments. For example, certain Asian countries require governmental approval prior to investments by foreignpersons or limit investment by foreign persons to only a specified percentage of an issuer’s outstanding securitiesor a specific class of securities which may have less advantageous terms (including price) than securities of theissuer available for purchase by nationals. In addition, certain countries may restrict or prohibit investmentopportunities in issuers or industries deemed important to national interests. Such restrictions may affect themarket price, liquidity and rights of securities that may be purchased by the Fund. The repatriation of bothinvestment income and capital from certain emerging countries is subject to restrictions such as the need forgovernmental consents. In situations where a country restricts direct investment in securities (which may occur incertain Asian and other countries), the Fund may invest in such countries through other investment funds in suchcountries.

Many emerging countries have recently experienced currency devaluations and substantial (and, in somecases, extremely high) rates of inflation. Other emerging countries have experienced economic recessions. Thesecircumstances have had a negative effect on the economies and securities markets of those emerging countries.

Economies in emerging countries generally are dependent heavily upon commodity prices and internationaltrade and, accordingly, have been and may continue to be affected adversely by the economies of their tradingpartners, trade barriers, exchange controls, managed adjustments in relative currency values and otherprotectionist measures imposed or negotiated by the countries with which they trade.

Many emerging countries are subject to a substantial degree of economic, political and social instability.Governments of some emerging countries are authoritarian in nature or have been installed or removed as a resultof military coups, while governments in other emerging countries have periodically used force to suppress civildissent. Disparities of wealth, the pace and success of democratization, and ethnic, religious and racialdisaffection, among other factors, have also led to social unrest, violence and/or labor unrest in some emergingcountries. Unanticipated political or social developments may result in sudden and significant investment losses.Investing in emerging countries involves greater risk of loss due to expropriation, nationalization, confiscation ofassets and property or the imposition of restrictions on foreign investments and on repatriation of capitalinvested. As an example, in the past, some Eastern European governments have expropriated substantial amountsof private property, and many claims of the property owners have never been fully settled. There is no assurancethat similar expropriations will not occur in other countries.

The Fund’s investment in emerging countries may also be subject to withholding or other taxes, which maybe significant and may reduce the return to the Fund from an investment in issuers in such countries.

Settlement procedures in emerging countries are frequently less developed and reliable than those in theUnited States and may involve the Fund’s delivery of securities before receipt of payment for their sale. Inaddition, significant delays may occur in certain markets in registering the transfer of securities. Settlement orregistration problems may make it more difficult for the Fund to value its portfolio securities and could cause the

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Fund to miss attractive investment opportunities, to have a portion of its assets uninvested or to incur losses dueto the failure of a counterparty to pay for securities the Fund has delivered or the Fund’s inability to complete itscontractual obligations because of theft or other reasons.

The creditworthiness of the local securities firms used by the Fund in emerging countries may not be assound as the creditworthiness of firms used in more developed countries. As a result, the Fund may be subject toa greater risk of loss if a securities firm defaults in the performance of its responsibilities.

The small size and inexperience of the securities markets in certain emerging countries and the limitedvolume of trading in securities in those countries may make the Fund’s investments in such countries less liquidand more volatile than investments in countries with more developed securities markets (such as the UnitedStates, Japan and most Western European countries). The Fund’s investments in emerging countries are subjectto the risk that the liquidity of a particular investment, or investments generally, in such countries will shrink ordisappear suddenly and without warning as a result of adverse economic, market or political conditions oradverse investor perceptions, whether or not accurate. Because of the lack of sufficient market liquidity, the Fundmay incur losses because it will be required to effect sales at a disadvantageous time and only then at asubstantial drop in price. Investments in emerging countries may be more difficult to value precisely because ofthe characteristics discussed above and lower trading volumes.

The Fund’s use of foreign currency management techniques in emerging countries may be limited. Asignificant portion of the Fund’s currency exposure in emerging countries may not be covered by thesetechniques.

Foreign Custody Risk

The Fund may hold foreign securities and cash with foreign banks, agents and securities depositoriesappointed by the Fund’s custodian (each a “Foreign Custodian”). Some Foreign Custodians may be recentlyorganized or new to the foreign custody business. In some countries, Foreign Custodians may be subject to littleor no regulatory oversight over or independent evaluation of their operations. Further, the laws of certaincountries may place limitations on the Fund’s ability to recover its assets if a Foreign Custodian entersbankruptcy. Investments in emerging markets may be subject to even greater custody risks than investments inmore developed markets. Custody services in emerging market countries are very often undeveloped and may beconsiderably less well regulated than in more developed countries, and thus may not afford the same level ofinvestor protection as would apply in developed countries.

Deflation Risk

Deflation risk is the risk that prices throughout the economy decline over time, which may have an adverseeffect on the market valuation of companies, their assets and their revenues. In addition, deflation may have anadverse effect on the creditworthiness of issuers and may make issuer default more likely, which may result in adecline in the value of the Fund’s portfolio.

Inflation Risk

Inflation risk is the risk that the value of assets or income from investment will be worth less in the futureas inflation decreases the value of money. As inflation increases, the real value of the Common Shares anddistributions on those shares can decline. In addition, during any periods of rising inflation, leverage expenseswould likely increase, which would tend to further reduce returns to the holders of Common Shares.

Legal and Regulatory Risks

Legal and regulatory changes could occur and may adversely affect the Fund and its ability to pursue itsinvestment strategies and/or increase the costs of implementing such strategies. New or revised laws orregulations may be imposed by the CFTC, the SEC, the U.S. Federal Reserve, other banking regulators, othergovernmental regulatory authorities or self-regulatory organizations that supervise the financial markets that

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could adversely affect the Fund. In particular, these agencies are empowered to promulgate a variety of new rulespursuant to recently enacted financial reform legislation in the United States. The Fund also may be adverselyaffected by changes in the enforcement or interpretation of existing statutes and rules by these governmentalregulatory authorities or self-regulatory organizations.

Congress recently enacted legislation that provides for new regulation of the derivatives market, includingclearing, margin, reporting, recordkeeping, and registration requirements. Because the legislation leaves much toagency rule making, its ultimate impact remains unclear. New regulations could, among other things, restrict theFund’s ability to engage in derivatives transactions (for example, by making certain types of derivativestransactions no longer available to the Fund) and/or increase the costs of such derivatives transactions (forexample, by increasing margin or capital requirements), and the Fund may be unable to execute its investmentstrategy as a result. It is unclear how the regulatory changes will affect counterparty risk.

The CFTC and certain futures exchanges have established limits, referred to as “position limits,” on themaximum net long or net short positions which any person may hold or control in particular options and futurescontracts; those position limits may also apply to certain other derivatives positions the Fund may wish to take.Under the exchange rules, all positions owned or controlled by the same person or entity, even if in differentaccounts, may be aggregated for purposes of determining whether the applicable position limits have beenexceeded. Thus, even if the Fund does not intend to exceed applicable position limits, it is possible that differentclients managed by the Investment Adviser and its affiliates may be aggregated for this purpose. Therefore it ispossible that the trading decisions of the Investment Adviser may have to be modified and that positions held bythe Fund may have to be liquidated in order to avoid exceeding such limits. The modification of investmentdecisions or the elimination of open positions, if it occurs, may adversely affect the performance of the Fund.

Government Intervention

The recent instability in the financial markets discussed above has led the U.S. government and certainforeign governments to take a number of unprecedented actions designed to support certain financial institutionsand segments of the financial markets that have experienced extreme volatility, and in some cases a lack ofliquidity, including through direct purchases of equity and debt securities. Federal, state, and other governments,their regulatory agencies or self-regulatory organizations may take actions that affect the regulation of the issuersin which the Fund invests in ways that are unforeseeable. Legislation or regulation may also change the way inwhich the Fund is regulated. Such legislation or regulation could limit or preclude the Fund’s ability to achieveits investment objective.

Congress has enacted sweeping financial legislation, the Dodd-Frank Wall Street Reform and ConsumerProtection Act of 2010 (the “Dodd-Frank Act”), signed into law by President Obama on July 21, 2010, regardingthe operation of banks, private fund managers and other financial institutions, which includes provisionsregarding the regulation of derivatives. Many provisions of the Dodd-Frank Act will be implemented throughregulatory rulemakings and similar processes over a period of time. The impact of the Dodd-Frank Act, and offollow-on regulation, on trading strategies and operations is impossible to predict, and may be adverse. Practicesand areas of operation subject to significant change based on the impact, direct or indirect, of the Dodd-FrankAct and follow-on regulation, may change in manners that are unforeseeable, with uncertain effects. By way ofexample and not limitation, direct and indirect changes from the Dodd-Frank Act and follow-on regulation mayoccur to a significant degree with regard to, among other areas, financial consumer protection, bank ownership ofand involvement with private funds, proprietary trading, registration of investment advisers, and the trading anduse of many derivative instruments, including swaps. There can be no assurance that such legislation orregulation will not have a material adverse effect on the Fund. In addition, Congress may address tax policy,which also could have uncertain direct and indirect impact on trading and operations, as well as, potentially,operations and structure of the Fund.

Further, the Dodd-Frank Act created the Financial Stability Oversight Council (“FSOC”), an interagencybody charged with identifying and monitoring systemic risks to financial markets. The FSOC has the authority torequire that non-bank financial companies that are “predominantly engaged in financial activities,”

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such as the Fund and the Investment Adviser, whose failure it determines would pose systemic risk, be placedunder the supervision of the Board of Governors of the Federal Reserve System (“Federal Reserve”). The FSOChas the authority to recommend that the Federal Reserve adopt more stringent prudential standards and reportingand disclosure requirements for non-bank financial companies supervised by the Federal Reserve. The FSOCalso has the authority to make recommendations to the Federal Reserve on various other matters that may affectthe Fund, including requiring financial firms to submit resolution plans, mandating credit exposure reports,establishing concentration limits, and limiting short-term debt. The FSOC may also recommend that other federalfinancial regulators impose more stringent regulation upon, or ban altogether, financial activities of any financialfirm that poses what it determines are significant risks to the financial system.

The implementation of the Dodd-Frank Act could also adversely affect the Investment Adviser and the Fundby increasing transaction and/or regulatory compliance costs. Provisions in the Dodd-Frank Act include newcapital and margin requirements and the mandatory use of clearinghouse mechanisms for many over-the-counterderivative transactions. It is expected that swap dealers, major market participants and swap counterparties willexperience new and/or additional regulations, requirements, compliance burdens and associated costs. The newlaws and the rules to be promulgated may negatively impact the Fund’s ability to meet its investment objectiveeither through limits or requirements imposed on the Fund or upon its counterparties. In particular, any newposition limits imposed on the Fund or its counterparties may impact the Fund’s ability to invest in futures andswaps in a manner that efficiently meets its investment objectives, including to hedge risk. New requirements evenif not directly applicable to the Fund, including capital requirements and mandatory clearing, may increase thecost of the Fund’s investments and cost of doing business, which could adversely affect the Fund. In addition,greater regulatory scrutiny and the implementation of enhanced and new regulatory requirements may increase theInvestment Adviser’s and the Fund’s exposure to potential liabilities, and in particular liabilities arising fromviolating any such enhanced and/or new regulatory requirements. Increased regulatory oversight could alsoimpose administrative burdens on the Investment Adviser and the Fund, including, without limitation, respondingto investigations and implementing new policies and procedures. The ultimate impact of the Dodd-Frank Act, andany resulting regulation, is not yet certain and the Investment Adviser and the Fund may be affected by the newlegislation and regulation in ways that are currently unforeseeable.

In addition, the securities and futures markets are subject to comprehensive statutes, regulations and marginrequirements. The CFTC, the SEC, the Federal Deposit Insurance Corporation, other regulators and self-regulatory organizations and exchanges are authorized under these statutes, regulations and otherwise to takeextraordinary actions in the event of market emergencies.

In the aftermath of the recent financial crisis, there appears to be a renewed popular, political and judicialfocus on finance related consumer protection. Financial institution practices are also subject to greater scrutinyand criticism generally. In the case of transactions between financial institutions and the general public, theremay be a greater tendency toward strict interpretation of terms and legal rights in favor of the consuming public,particularly where there is a real or perceived disparity in risk allocation and/or where consumers are perceivedas not having had an opportunity to exercise informed consent to the transaction. In the event of conflictinginterests between retail investors holding common shares of a closed-end investment company such as the Fundand a large financial institution, a court may similarly seek to strictly interpret terms and legal rights in favor ofretail investors.

Information Technology Systems

The Fund is dependent on the Investment Adviser for certain management services as well as back-officefunctions. The Investment Adviser depends on information technology systems in order to assess investmentopportunities, strategies and markets and to monitor and control risks for the Fund. It is possible that a failure ofsome kind which causes disruptions to these information technology systems could materially limit theInvestment Adviser’s ability to adequately assess and adjust investments, formulate strategies and provideadequate risk control. Any such information technology-related difficulty could harm the performance of theFund. Further, failure of the back-office functions of the Investment Adviser to process trades in a timely fashioncould prejudice the investment performance of the Fund.

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Legislation Risk

At any time after the date of this Prospectus, legislation may be enacted that could negatively affect theassets of the Fund. Legislation or regulation may change the way in which the Fund itself is regulated. TheInvestment Adviser cannot predict the effects of any new governmental regulation that may be implemented, andthere can be no assurance that any new governmental regulation will not adversely affect the Fund’s ability toachieve its investment objective.

Management Risk

The Fund is subject to management risk because it is an actively managed investment portfolio. TheInvestment Adviser and the individual portfolio managers will apply investment techniques and risk analyses inmaking investment decisions for the Fund, but there can be no guarantee that these will produce the desiredresults. The Fund may be subject to a relatively high level of management risk because the Fund may invest inderivative instruments, which may be highly specialized instruments that require investment techniques and riskanalyses different from those associated with bonds.

Misconduct of Employees and of Service Providers

Misconduct or misrepresentations by employees of the Investment Adviser or the Fund’s service providerscould cause significant losses to the Fund. Employee misconduct may include binding the Fund to transactionsthat exceed authorized limits or present unacceptable risks and unauthorized trading activities or concealingunsuccessful trading activities (which, in any case, may result in unknown and unmanaged risks or losses) ormaking misrepresentations regarding any of the foregoing. Losses could also result from actions by the Fund’sservice providers, including, without limitation, failing to recognize trades and misappropriating assets. Inaddition, employees and service providers may improperly use or disclose confidential information, which couldresult in litigation or serious financial harm, including limiting the Fund’s business prospects or future marketingactivities. Despite the Investment Adviser’s due diligence efforts, misconduct and intentional misrepresentationsmay be undetected or not fully comprehended, thereby potentially undermining the Investment Adviser’s duediligence efforts. As a result, no assurances can be given that the due diligence performed by the InvestmentAdviser will identify or prevent any such misconduct.

Portfolio Turnover Risk

The Fund’s annual portfolio turnover rate may vary greatly from year to year, as well as within a givenyear. Portfolio turnover rate is not considered a limiting factor in the execution of investment decisions for theFund. High portfolio turnover may result in the Fund’s recognition of gains (losses) that will increase (decrease)the Fund’s tax liability and thereby impact the amount of the Fund’s after-tax distributions. In addition, highportfolio turnover may increase the Fund’s current and accumulated earnings and profits, resulting in a greaterportion of the Fund’s distributions being treated as taxable dividends for federal income tax purposes.

Reliance on Service Providers

The Fund must rely upon the performance of service providers to perform certain functions, which mayinclude functions that are integral to the Fund’s operations and financial performance. Failure by any serviceprovider to carry out its obligations to the Fund in accordance with the terms of its appointment, to exercise duecare and skill, or to perform its obligations to the Fund at all as a result of insolvency, bankruptcy or other causescould have a material adverse effect on the Fund’s performance and returns to shareholders. The termination ofthe Fund’s relationship with any service provider, or any delay in appointing a replacement for such serviceprovider, could materially disrupt the business of the Fund and could have a material adverse effect on theFund’s performance and returns to shareholders.

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When-Issued and Delayed Delivery Transactions Risk

The Fund may purchase fixed income securities on a when-issued basis, and may purchase or sell thosesecurities for delayed delivery. When-issued and delayed delivery transactions occur when securities arepurchased or sold by the Fund with payment and delivery taking place in the future to secure an advantageousyield or price. Securities purchased on a when-issued or delayed delivery basis may expose the Fund tocounterparty risk of default as well as the risk that securities may experience fluctuations in value prior to theiractual delivery. The Fund will not accrue income with respect to a when-issued or delayed delivery security priorto its stated delivery date. Purchasing securities on a when-issued or delayed delivery basis can involve theadditional risk that the price or yield available in the market when the delivery takes place may not be asfavorable as that obtained in the transaction itself.

Non-Investment Grade (High Yield or “Junk Bond”) Securities Risk

The Fund may invest in securities that are rated, at the time of investment, non-investment grade quality(rated “Ba/BB” or below), or securities that are unrated but determined to be of comparable quality by theInvestment Adviser. Securities of non-investment grade quality are regarded as having predominantly speculativecharacteristics with respect to the issuer’s capacity to pay interest and repay principal, and are commonly referredto as “junk bonds.” Non-investment grade securities and unrated securities of comparable credit quality aresubject to the increased risk of an issuer’s inability to meet principal and interest payment obligations. The valueof high yield, lower quality bonds is affected by the creditworthiness of the issuers of the securities and bygeneral economic and specific industry conditions. These securities may be subject to greater price volatility dueto such factors as specific corporate or municipal developments, interest rate sensitivity, negative perceptions ofthe junk bond markets generally and less secondary market liquidity. Issuers of high yield bonds are not as strongfinancially as those with higher credit ratings. These issuers are more vulnerable to financial setbacks andrecession than more creditworthy issuers, which may impair their ability to make interest and principal payments.Non-investment grade securities may be particularly susceptible to economic downturns, specific corporate ormunicipal developments, interest rate sensitivity, negative perceptions of the junk bond markets generally andless secondary market liquidity. An economic recession could disrupt severely the market for such securities andmay have an adverse impact on the value of such securities. In addition, any such economic downturn couldadversely affect the ability of the issuers of such securities to repay principal and pay interest thereon andincrease the incidence of default for such securities. Non-investment grade securities, though higher yielding, arecharacterized by high risk. They may be subject to certain risks with respect to the issuing entity and to greatermarket fluctuations than certain lower yielding, higher rated securities. The retail secondary market for non-investment grade securities may be less liquid than that for higher rated securities. Adverse conditions couldmake it difficult at times for the Fund to sell certain securities or could result in lower prices than those used incalculating the Fund’s NAV. Because of the substantial risks associated with investments in non-investmentgrade securities, you could lose money on your investment in Common Shares of the Fund, both in the short-termand the long-term.

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MANAGEMENT OF THE FUND

The business and affairs of the Fund, including supervision of the duties performed by the Fund’sInvestment Adviser, are managed under the direction of its Board of Trustees. The names and business addressesof the Trustees and officers of the Fund and their principal occupations and other affiliations during the past fiveyears are set forth under “Management of the Fund” in the SAI.

Investment Adviser

Goldman Sachs Asset Management, L.P. serves as the Fund’s investment adviser. The principal executiveoffices of GSAM are at 200 West Street, New York, New York 10282. GSAM has been registered as aninvestment adviser with the SEC since 1990 and is a subsidiary of The Goldman Sachs Group, Inc., a bankholding company, and an affiliate of Goldman Sachs. As of June 30, 2014, GSAM, including its investmentadvisory affiliates, had assets under management of $992.3 billion.

The Investment Adviser provides day-to-day advice regarding the Fund’s portfolio transactions, managesthe Fund’s portfolio and is responsible for the Fund’s business affairs and other administrative matters. TheInvestment Adviser makes the investment decisions for the Fund and places purchase and sale orders for theFund’s portfolio transactions in U.S. and foreign markets. As permitted by applicable law, these orders may bedirected to any brokers, including Goldman Sachs and its affiliates. While the Investment Adviser is ultimatelyresponsible for the management of the Fund, it is able to draw upon the research and expertise of its assetmanagement affiliates for portfolio decisions and management with respect to certain portfolio securities. Inaddition, the Investment Adviser has access to the research and certain proprietary technical models developedby Goldman Sachs (subject to legal, internal, regulatory and Chinese Wall restrictions), and will applyquantitative and qualitative analysis in determining the appropriate allocations among categories of issuers andtypes of securities.

The Investment Adviser also performs the following additional services for the Fund:

• Supervises all non-advisory operations of the Fund;

• Provides personnel to perform necessary executive, administrative and clerical services to the Fund;

• Arranges for the preparation of all required tax returns, reports and notices to shareholders, prospectusesand statements of additional information and other reports filed with the SEC and other regulatoryauthorities;

• Maintains the records of the Fund; and

• Provides office space and all necessary office equipment and services.

Management Fees

Pursuant to the Management Agreement, the Investment Adviser is entitled to receive a monthlymanagement fee at an annual rate equal to 1.00% of the average daily value of the Fund’s Managed Assets.“Managed Assets” means the total assets of the Fund (including any assets attributable to borrowings forinvestment purposes) minus the sum of the Fund’s accrued liabilities (other than liabilities representingborrowings for investment purposes).

The Investment Adviser may voluntarily waive a portion of its management fees from time to time, andmay discontinue or modify any such voluntary limitations in the future at its discretion.

A discussion regarding the basis for the Board of Trustees’ initial approval of the Management Agreementfor the Fund will be available in the Fund’s annual report for the period ending November 30, 2014.

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Investment Team

Energy & Infrastructure Team.

As of June 30, 2014, the team managed approximately $12.8 billion.

Name and Title Fund Responsibility

YearsPrimarily

Responsible Five Year Employment History

Kyri LoupisManagingDirector

Portfolio Manager—Goldman Sachs MLP andEnergy Renaissance Fund

Since 2014 Mr. Loupis joined the Investment Adviser in 2009and is a portfolio manager and head of the Energy &Infrastructure team. Prior to joining the InvestmentAdviser he spent over eight years at LehmanBrothers covering the energy sector, from 2000-2006in the Investment Banking Division, and from 2006-2009 in the Private Equity group, where he co-founded an energy investment fund with a focus inMLPs.

Ganesh V. Jois,CFAVice President


Since 2014 Mr. Jois joined the Investment Adviser in 2009 andis a research analyst and portfolio manager for theEnergy & Infrastructure Team. Prior to joining theInvestment Adviser, he was at Citigroup InvestmentResearch covering MLPs, where he helped initiatecoverage on several MLPs and had coverageresponsibility for nearly 20 MLPs. Between 2003and 2005, he worked in the Financial AdvisoryServices practice of Deloitte & Touche.

MatthewCooperVice President


Since 2014 Mr. Cooper joined the Investment Adviser in 2013and is a research analyst for the Energy &Infrastructure Team. Prior to joining the InvestmentAdviser, he worked in the Commodities Originationand Structuring group at Merrill Lynch beginning in2011. Between 2007 and 2009 he worked as aresearch analyst in the Private Equity Group atLehman Brothers covering the energy sector. Prior tothat he worked as an Investment Banker in theEnergy and Power Group at Merrill Lynch & Co.

The Fund is managed by the Energy & Infrastructure Team. Kyri Loupis, Ganesh V. Jois and MatthewCooper have day-to-day management responsibility of the Fund.

For information about portfolio manager compensation, other accounts managed by the portfolio managersand portfolio manager ownership of securities in the Fund, see “Management Services—Portfolio Managers’Compensation” in the SAI.

Other Service Providers

Fund Accounting Agent

State Street will provide certain fund accounting services to the Fund pursuant to a Fund AccountingAgreement (the “Fund Accounting Agreement”). Pursuant to the Fund Accounting Agreement, State Street willprovide the Fund with, among other things, customary fund accounting services, including computing the Fund’sNAV and maintaining books, records and other documents relating to the Fund’s financial and portfoliotransactions, and customary fund administration services, including assisting the Fund with regulatory filings, taxcompliance and other oversight activities.

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Custodian

The Custodian of the assets of the Fund is State Street, whose principal business address is One LincolnStreet, Boston, Massachusetts 02111. The Custodian will be responsible for, among other things, receipt of anddisbursement of funds from the Fund’s accounts, establishment of segregated accounts as necessary, and transfer,exchange and delivery of Fund portfolio securities.

Transfer and Plan Agent

Computershare, whose principal business address is 211 Quality Circle, Suite 210, College Station,TX 77845, will serve as the Fund’s transfer agent, registrar and Plan Agent with respect to the Common Shares.

Computershare will be responsible for, among other things, the issuance and cancellation of Fund shares;account maintenance, including the creation of new shareholder accounts and posting all transactions in Fundshares; shareholder communications, including responding to all shareholder inquiries and correspondence;disbursements; Automated Clearing House (ACH) services; the administration of the Fund’s dividendreinvestment plan; annual meeting services, including preparation of stockholder lists, proxy cards, andtabulation of proxies; and other related services.

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP, whose principal business address is 125 High Street, Boston, Massachusetts02110, is the independent registered public accounting firm of the Fund and is expected to render an opinionannually on the financial statements of the Fund.

Activities of Goldman Sachs and Its Affiliates and Other Accounts Managed by Goldman Sachs

The involvement of the Investment Adviser, Goldman Sachs and their affiliates in the management of, ortheir interest in, other accounts and other activities of Goldman Sachs may present conflicts of interest withrespect to the Fund or limit the Fund’s investment activities. Goldman Sachs is a worldwide, full serviceinvestment banking, broker dealer, asset management and financial services organization and a major participantin global financial markets that provides a wide range of financial services to a substantial and diversified clientbase that includes corporations, financial institutions, governments and high-net-worth individuals. As such, itacts as an investor, investment banker, research provider, investment manager, financier, adviser, market maker,trader, prime broker, lender, agent and principal. In those and other capacities, Goldman Sachs advises clients inall markets and transactions and purchases, sells, holds and recommends a broad array of investments, includingsecurities, derivatives, loans, commodities, currencies, credit default swaps, indices, baskets and other financialinstruments and products for its own account or for the accounts of its customers and has other direct and indirectinterests in the global fixed income, currency, commodity, equities, bank loans and other markets and thesecurities and issuers in which the Fund directly and indirectly invests. Thus, it is likely that the Fund will havemultiple business relationships with and will invest in, engage in transactions with, make voting decisions withrespect to, or obtain services from entities for which Goldman Sachs performs or seeks to perform investmentbanking or other services. The Investment Adviser and/or certain of its affiliates are the managers of theGoldman Sachs Funds. The Investment Adviser and its affiliates earn fees from this and other relationships withthe Fund. Although these fees are generally based on asset levels, the fees are not directly contingent on Fundperformance, and Goldman Sachs would still receive significant compensation from the Fund even ifshareholders lose money. Goldman Sachs and its affiliates engage in proprietary trading and advise accounts andfunds which have investment objectives similar to those of the Fund and/or which engage in and compete fortransactions in the same types of securities, currencies and instruments as the Fund. Goldman Sachs and itsaffiliates will not have any obligation to make available any information regarding their proprietary activities orstrategies, or the activities or strategies used for other accounts managed by them, for the benefit of themanagement of the Fund. The results of the Fund’s investment activities, therefore, may differ from those ofGoldman Sachs, its affiliates and other accounts managed by Goldman Sachs and it is possible that the Fundcould sustain losses during periods in which Goldman Sachs and its affiliates and other accounts achieve

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significant profits on their trading for proprietary or other accounts. In addition, the Fund may enter intotransactions in which Goldman Sachs or its other clients have an adverse interest. For example, the Fund maytake a long position in a security at the same time that Goldman Sachs or other accounts managed by theInvestment Adviser take a short position in the same security (or vice versa). These and other transactionsundertaken by Goldman Sachs, its affiliates or Goldman Sachs advised clients may, individually or in theaggregate, adversely impact the Fund. Transactions by one or more Goldman Sachs advised clients or theInvestment Adviser may have the effect of diluting or otherwise disadvantaging the values, prices or investmentstrategies of the Fund. The Fund’s activities may be limited because of regulatory restrictions applicable toGoldman Sachs and its affiliates, and/or their internal policies designed to comply with such restrictions. As aglobal financial services firm, Goldman Sachs also provides a wide range of investment banking and financialservices to issuers of securities and investors in securities. Goldman Sachs, its affiliates and others associatedwith it may create markets or specialize in, have positions in and effect transactions in, securities of issuers heldby the Fund, and may also perform or seek to perform investment banking and financial services for thoseissuers. Goldman Sachs and its affiliates may have business relationships with and purchase or distribute or sellservices or products from or to distributors, consultants or others who recommend the Fund or who engage intransactions with or for the Fund. The Fund may make brokerage and other payments to Goldman Sachs and itsaffiliates in connection with the Fund’s portfolio investment transactions, in accordance with applicable law. Formore information about conflicts of interest, see “Potential Conflicts of Interest” in the SAI.

Control Person

To provide the initial capitalization of the Fund, The Goldman Sachs Group, Inc. has purchased CommonShares from the Fund in an amount sufficient to satisfy the Fund’s net worth requirements under Section 14(a) ofthe 1940 Act. Therefore, The Goldman Sachs Group, Inc. currently owns 100% of the outstanding CommonShares. The Goldman Sachs Group, Inc. may be deemed to control the Fund until such time as it owns less than25% of the outstanding Common Shares. However, it is anticipated that The Goldman Sachs Group, Inc. will nolonger be a control person once the offering is completed.

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LEVERAGE

As soon as practicable following the public offering of the Common Shares (subject to market conditions),the Fund intends to use leverage to seek to achieve its investment objective. The Fund’s use of leverage is subjectto risks and will cause the Fund’s NAV to be more volatile than if leverage was not used. There is no assurancethat the Fund’s leveraging strategies will be successful. See “Principal Risks of the Fund—Leverage Risk.”

The Fund is permitted to obtain leverage using any form or combination of financial leverage instruments,including through funds borrowed from banks or other financial institutions (i.e., a credit facility), marginfacilities or notes issued by the Fund and the leverage attributable to similar transactions entered into by theFund. Although it has no current intention to do so, the Fund may also issue Preferred Shares in an aggregateamount of up to 50% of the Fund’s Managed Assets immediately after such issuance. The Fund initially intendsto incur leverage through a credit facility representing approximately 25-30% of the Fund’s Managed Assets, butreserves the right to incur leverage to the extent permitted by the 1940 Act. If the Fund uses leverage, the amountof fees paid to the Investment Adviser for its services will be higher than if the Fund does not use leverage,because the fees paid are calculated based on Managed Assets, which includes assets acquired with leverage.Therefore, the Investment Adviser has a financial incentive to use leverage, which creates a conflict of interestbetween the Investment Adviser and common shareholders, as only the common shareholders would bear thefees and expenses incurred through the Fund’s use of leverage, including the issuance of Preferred Shares, if any.The Fund’s willingness to use leverage, and the extent to which leverage is used at any time, will depend onmany factors. See “Fund Fees and Expenses.”

In addition, the Fund may engage in investment management techniques other than those noted above thatmay have similar effects as leverage, including, among others, forward foreign currency exchange contracts,futures contracts, call and put options (including options on futures contracts, swaps, bonds, stocks and indexes),swaps (including credit default, index, basis, total return, volatility and currency swaps), forward contracts, loansof portfolio securities, short sales, when-issued, delayed delivery or forward commitment transactions and otherderivative instruments. The Fund may use leverage opportunistically, though not at all times, and may choose toincrease or decrease its leverage, or use different types or combinations of leveraging instruments, based on theInvestment Adviser’s assessment of market conditions and the investment environment, and the costs that theFund would incur as a result of such leverage. There is no assurance that the Fund will utilize any form orcombination of leverage.

Under the 1940 Act, the Fund may not incur indebtedness if, immediately after incurring suchindebtedness, the Fund would have an asset coverage ratio (as defined in the 1940 Act) of less than 300% (i.e.,the value of the Fund’s total assets less liabilities other than the principal amount represented by indebtednessmust be at least 300% of the principal amount represented by indebtedness at the time of issuance). Additionally,the Fund generally may not declare any dividend or other distribution on the Common Shares unless, at the timeof such declaration and after deducting the amount of such dividend or other distribution, the Fund has an assetcoverage ratio of 300%. The Fund may also utilize indebtedness in excess of such limit for temporary purposessuch as the settlement of transactions.

The terms of any such indebtedness may impose specific restrictions as a condition to borrowing and mayrequire the Fund to pay a fee to maintain a line of credit, such as a commitment fee, or to maintain minimumaverage balances with a lender in addition to the traditional interest expense on amounts borrowed. Any suchrequirements would increase the cost of such indebtedness over the stated interest rate. Such lenders would havethe right to receive interest on and repayment of principal of any such indebtedness, which right will be senior tothose of the common shareholders. If the Fund utilizes indebtedness, the common shareholders will bear theoffering costs of the issuance of any indebtedness. In addition, the Fund expects that any credit facility that itenters into, or any notes that it issues, would contain provisions limiting certain activities of the Fund, includingthe payment of dividends to common shareholders in certain circumstances.

The use of leverage can create risks. Changes in the value of the Fund’s portfolio, including securitiesbought with the proceeds of leverage, will be borne entirely by the holders of Common Shares. If there is a netdecrease or increase in the value of the Fund’s investment portfolio, leverage will decrease or increase, as the

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case may be, the NAV per Common Share to a greater extent than if the Fund did not utilize leverage. Areduction in the Fund’s NAV, market price and distributions may cause a reduction in the market price of itsshares. During periods in which the Fund is using leverage, the fees paid to the Investment Adviser for advisoryservices will be higher than if the Fund did not use leverage, because the fees paid will be calculated on the basisof the Fund’s Managed Assets, which includes the proceeds from leverage. The Fund’s leverage strategy may notbe successful.

Certain types of leverage by the Fund may result in the Fund being subject to covenants relating to assetcoverage and portfolio composition requirements. The Fund may be subject to certain restrictions on investmentsimposed by one or more lenders or by guidelines of one or more rating agencies, which may issue ratings for anyshort-term debt securities or Preferred Shares issued by the Fund. These guidelines may impose asset coverage orportfolio composition requirements that are more stringent than those imposed by the 1940 Act. The InvestmentAdviser does not believe that these covenants or guidelines will impede it from managing the Fund’s portfolio inaccordance with its investment objective and policies if the Fund were to utilize leverage.

In addition, the Fund may invest in derivatives, reverse repurchase agreements and economically similartransactions that have economic characteristics similar to leverage. To the extent the terms of such transactionsobligate the Fund to make payments, the Fund intends to earmark or segregate cash or liquid securities to coverits obligations in accordance with applicable interpretations of the staff of the SEC. Such segregation or cover isintended to provide the Fund with available assets to satisfy its obligations under such transactions. As a result ofsuch segregation or cover, the Fund’s obligations under such transactions will not be considered senior securitiesrepresenting indebtedness for purposes of the 1940 Act, or included in calculating the aggregate amount of theFund’s financial leverage. However, these transactions, even if covered, may represent a form of economicleverage and will create risks. To the extent that the Fund’s obligations under such transactions are not sosegregated or covered, such obligations may be considered “senior securities representing indebtedness” underthe 1940 Act and therefore subject to asset coverage requirements.

The Fund’s willingness to utilize leverage, and the amount of leverage the Fund will assume, will dependon many factors, the most important of which are market conditions and interest rates. Successful use of aleveraging strategy may depend on the Fund’s ability to predict correctly interest rates and market movements,and there is no assurance that a leveraging strategy will be successful during any period in which it is employed.Any leveraging of the Common Shares cannot be achieved until the proceeds resulting from the use of leveragehave been invested in accordance with the Fund’s investment objectives and policies.

Effects of Leverage

Assuming that leverage will represent approximately 27.5% of the Fund’s Managed Assets and that theFund will bear expenses relating to that leverage at an average annual rate of 1.25%, the income generated by theFund’s portfolio (net of estimated expenses) must exceed .34% in order to cover the expenses specifically relatedto the Fund’s use of leverage. Of course, these numbers are estimates used for illustration. Actual leverageexpenses will vary frequently and may be significantly higher or lower than the rate estimated above. The Fundexpects that it will take up to six months for it to fully implement its intended amount of economic leverage.

The following table is furnished in response to requirements of the SEC. It is designed to illustrate theeffect of leverage on common share total return, assuming hypothetical annual investment portfolio total returns,net of expenses (comprised of income and changes in the value of securities held in the Fund’s portfolio) of-10%, -5%, 0%, 5% and 10%. These assumed investment portfolio returns are hypothetical figures and are notnecessarily indicative of the investment portfolio returns experienced or expected to be experienced by the Fund.The table further assumes that the Fund uses borrowings representing 27.5% of the Fund’s Managed Assets (asdetermined immediately after borrowing) and a projected annual rate of interest on the borrowings of 1.25%. See“Principal Risks of the Fund.”

Assumed Portfolio Total Return (net of expenses) . . . . . (10.00)% (5.00)% 0.00% 5.00% 10.00%Common Share Total Return . . . . . . . . . . . . . . . . . . . . . . (14.27)% (7.37)% (0.47)% 6.42% 13.32%

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Common Share total return is composed of two elements: the Common Share net investment income of theFund and appreciation or depreciation on the value of the securities the Fund owns. As required by SEC rules, thetable assumes that the Fund is more likely to suffer capital depreciation than to enjoy capital appreciation. Forexample, to assume a total return of 0% the Fund must assume that the return it receives on its investments isentirely offset by losses in the value of those investments.

If the Fund uses leverage, the amount of fees paid to the Investment Adviser for its services will be higherthan if the Fund does not use leverage, because the fees paid are calculated based on Managed Assets, whichincludes assets acquired with leverage. Therefore, the Investment Adviser has a financial incentive to useleverage, which creates a conflict of interest between the Investment Adviser and common shareholders, as onlythe common shareholders would bear the fees and expenses incurred through the Fund’s use of leverage. TheFund’s willingness to use leverage, and the extent to which leverage is used at any time, will depend on manyfactors. See “Fund Fees and Expenses.”

Preferred Shares

The Fund may leverage its portfolio by issuing Preferred Shares. Under the 1940 Act, the Fund is notpermitted to issue Preferred Shares if, immediately after such issuance, the liquidation value of the Fund’soutstanding Preferred Shares exceeds 50% of its assets (including the proceeds from the issuance of the PreferredShares) less liabilities other than borrowings (i.e., the value of the Fund’s assets must be at least 200% of theliquidation value of its outstanding Preferred Shares). In addition, the Fund would not be permitted to declare anycash dividend or other distribution on its Common Shares unless, at the time of such declaration, the value of theFund’s assets less liabilities other than borrowings is at least 200% of such liquidation value. The Fund does notcurrently intend to issue Preferred Shares.

If Preferred Shares are issued, the Fund intends, to the extent possible, to purchase or redeem PreferredShares from time to time to the extent necessary in order to maintain asset coverage of any Preferred Shares of atleast 200%. The Fund expects that it will be subject to certain restrictions imposed by guidelines of one or morerating agencies that may issue ratings for Preferred Shares issued by the Fund. These guidelines are expected toimpose asset coverage or portfolio composition requirements that are more stringent than those imposed on theFund by the 1940 Act which will require the redemption of the Preferred Shares in the event of non-complianceby the Fund and may also prohibit dividends and other distributions on the Common Shares in suchcircumstances. It is not anticipated that these covenants or guidelines would impede the Investment Adviser frommanaging the Fund’s portfolio in accordance with the Fund’s investment objective and policies.

In order to meet redemption requirements, the Fund may have to liquidate portfolio securities. Suchliquidations and redemptions would cause the Fund to incur related transaction costs and could result in capitallosses to the Fund. If the Fund has Preferred Shares outstanding, two of the Fund’s Trustees will be elected bythe holders of Preferred Shares voting separately as a class. The remaining Trustees of the Fund will be electedby holders of Common Shares and Preferred Shares voting together as a single class.

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ADDITIONAL INFORMATION ABOUT THE FUND

Description of Shares

Common Shares

The Fund is an unincorporated statutory trust organized under the laws of Delaware pursuant to aCertificate of Trust dated as of July 7, 2014 and a Declaration of Trust dated as of August 14, 2014 (the“Declaration of Trust”). The Fund’s Declaration of Trust authorizes the issuance of an unlimited number ofcommon shares of beneficial interest, par value $.001 per share. If and whenever Preferred Shares areoutstanding, the holders of Common Shares will not be entitled to receive any distributions from the Fund unlessall accrued dividends on Preferred Shares have been paid, unless asset coverage (as defined in the 1940 Act) withrespect to Preferred Shares would be at least 200% after giving effect to the distributions and unless certain otherrequirements imposed by any rating agencies rating the Preferred Shares have been met. Subject to the rights ofthe holders of Preferred Shares, all Common Shares are equal as to dividends, assets and voting privileges andhave no conversion, preemptive or other subscription rights.

Shareholders have no pre-emptive or conversion rights. Upon liquidation of the Fund, after paying oradequately providing for the payment of all liabilities of the Fund, including liquidation of Preferred Shares, ifany, and upon receipt of such releases, indemnities and refunding agreements as they deem necessary for theirprotection, the Trustees may distribute the remaining assets of the Fund among the holders of the Shares.

The Board of Trustees may classify or reclassify any issued or unissued Shares of the Fund into shares ofany class by redesignating such Shares or by setting or changing in any one or more respects, from time to time,the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications,or terms or conditions of repurchase of such Shares. Any such classification or reclassification will comply withthe provisions of the Declaration of Trust and the 1940 Act. Any additional offerings of shares, includingPreferred Shares, will require approval by the Fund’s Board of Trustees. Any additional offering of CommonShares will be subject to the requirements of the 1940 Act, which provides that shares may not be issued at aprice below the then current NAV, exclusive of sales load, except in connection with an offering to existingholders of Common Shares or with the consent of a majority of the Fund’s outstanding voting securities.

It is anticipated that the Common Shares will be approved for listing on the NYSE, under the symbol“GER.” NAV will be reduced immediately following the offering of Common Shares by the amount of the salesload and the amount of the offering expenses paid by the Fund. See “Fund Fees and Expenses.”

Unlike open-end funds, closed-end funds like the Fund do not continuously offer shares and do not providedaily redemptions. Rather, if a shareholder determines to buy additional Common Shares or sell shares alreadyheld, the shareholder may conveniently do so by trading on the exchange through a broker or otherwise. Sharesof closed-end investment companies may frequently trade on an exchange at prices lower than NAV. Shares ofclosed-end investment companies like the Fund have during some periods traded at prices higher than NAV andduring other periods have traded at prices lower than NAV. Because the market value of the Common Sharesmay be influenced by such factors as dividend levels (which are in turn affected by expenses), dividend stability,portfolio credit quality, NAV, relative demand for and supply of such shares in the market, general market andeconomic conditions, and other factors beyond the control of the Fund, the Fund cannot assure you that CommonShares will trade at a price equal to or higher than NAV in the future. The Common Shares are designedprimarily for long-term investors, and investors in the Common Shares should not view the Fund as a vehicle fortrading purposes.

Preferred Shares

The Declaration of Trust provides that the Fund’s Board of Trustees may authorize and issue PreferredShares with rights as determined by the Board of Trustees, by action of the Board of Trustees without theapproval of the holders of the Common Shares. Holders of Common Shares have no preemptive right to purchaseany Preferred Shares that might be issued. The Fund has no current intention to issue Preferred Shares.

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The Fund may elect to issue Preferred Shares as part of its leverage strategy. The Fund currently has theability to issue leverage, which may include Preferred Shares, representing up to 50% of the Fund’s ManagedAssets immediately after the leverage is issued. Although the terms of any Preferred Shares, including dividendrate, liquidation preference and redemption provisions, will be determined by the Board of Trustees, subject toapplicable law and the Declaration of Trust, it is likely that the Preferred Shares will be structured to carry arelatively short-term dividend rate reflecting interest rates on short-term bonds, by providing for the periodicredetermination of the dividend rate at relatively short intervals through an auction, remarketing or otherprocedure. The Fund also believes that it is likely that the liquidation preference, voting rights and redemptionprovisions of the Preferred Shares will be similar to those stated below. Please see “Shares of the Fund” in theSAI for more information.

Distributions

Over the long term, the Fund intends to distribute substantially all of the Fund’s distributable cash flowreceived as cash distributions from MLPs, interest payments received on debt securities owned by the Fund andother payments on securities owned by the Fund, less Fund expenses. To permit the Fund to maintain more stablequarterly distributions, the distributions paid by the Fund for any particular quarterly period may be more or lessthan the amount of net investment income actually earned by the Fund during the period, and the Fund may haveto sell a portion of its investment portfolio to make a distribution at a time when independent investmentjudgment might not dictate such action. The Fund currently anticipates making distributions to its shareholderseach fiscal quarter out of legally available funds. The Fund expects to declare the initial quarterly dividend on theFund’s Common Shares approximately 45 days after completion of this offering and to pay that initial quarterlydividend approximately 60 to 90 days after completion of this offering, depending on market conditions.

Due to the tax treatment under current law of cash distributions made by MLPs in which the Fundinvests, the Fund may distribute cash in excess of its earnings and profits (as computed for tax purposes)to its common shareholders, which may be treated as a return of capital for tax purposes to the extent ofthe common shareholders’ bases in the Fund’s Common Shares. To the extent that distributions to acommon shareholder are treated as a return of capital, such shareholder’s basis in the Common Shareswill be reduced, which will increase the amount of gain (or decrease the amount of loss) realized upon asubsequent sale of such shares. In some cases, all or a portion of a distribution that is treated as a return ofcapital for tax purposes could be a return of a shareholder’s investment from an economic perspective.For a more detailed discussion of the taxation of distributions made by the Fund, please see “Taxation—Federal Income Taxation of Holders of the Fund’s Shares—U.S. Shareholders—Receipt of Distributions.”

Pursuant to the requirements of the 1940 Act, in the event the Fund makes a quarterly distribution fromsources other than income, a notice will accompany the quarterly distribution with respect to the estimated sourceof the distribution made. Such notices will describe the portion, if any, of the quarterly dividend which, in theFund’s good faith judgment, constitutes long-term capital gain, short-term capital gain, investment income or areturn of capital. The actual character of such dividend distributions for U.S. federal income tax purposes,however, will only be determined finally by the Fund at the close of its fiscal year, based on the Fund’s full yearperformance and its actual net income and net capital gains for the year, which may result in a recharacterizationof amounts distributed during such fiscal year from the characterization in the quarterly estimates.

Various factors will affect the level of the Fund’s income, including the asset mix, the amount of leverageutilized by the Fund and the effects thereof and the Fund’s use of hedging. The Fund reserves the right to changeits distribution policy and the basis for establishing the rate of its quarterly distributions at any time and may doso without prior notice to common shareholders.

Shareholders will automatically have all dividends and distributions reinvested in Common Shares of theFund purchased in the open market in accordance with the Fund’s dividend reinvestment plan unless an electionis made to receive cash. See “Additional Information About the Fund—Dividend Reinvestment Plan.”

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Dividend Reinvestment Plan

Under the Dividend Reinvestment Plan for the Fund, dividends and/or distributions to a holder of CommonShares will automatically be reinvested in additional Common Shares of the Fund. Each registered shareholdermay elect to have dividends and distributions distributed in cash (i.e., “opt-out”) rather than participate in theDividend Reinvestment Plan. For any registered shareholder that does not so elect (each, a “Participant” andcollectively, “Participants”), dividends and/or distributions on such shareholder’s Common Shares will bereinvested by Computershare Trust Company, N.A. (the “Plan Agent”), as agent for shareholders inadministering the Dividend Reinvestment Plan, in additional Common Shares, as set forth below. Participation inthe Dividend Reinvestment Plan is completely voluntary, and may be terminated or resumed at any time withoutpenalty by Internet, telephone or notice if received and processed by the Plan Agent prior to the dividend recordrate; otherwise such termination or resumption will be effective with respect to any subsequently declareddividend or other distribution. Participants who hold their Common Shares through a broker or other nomineeand who wish to elect to receive any dividends and distributions in cash must contact their broker or nominee.

The Plan Agent will open an account for each holder of Common Shares under the Dividend ReinvestmentPlan in the same name in which such holder of Common Shares is registered. Whenever the Fund declares adividend or other distribution (together, a “Dividend”) payable in cash, non-participants in the DividendReinvestment Plan will receive cash and Participants will receive the equivalent in Common Shares. TheCommon Shares will be acquired by the Plan Agent for the Participants’ accounts, depending upon thecircumstances described below, either through (i) receipt of additional unissued but authorized Common Sharesfrom the Fund (“Newly Issued Common Shares”) or (ii) by purchase of outstanding Common Shares on the openmarket (“Open-Market Purchases”) on the NYSE or elsewhere.

If, on the payment date for any Dividend, the net asset value (“NAV”) per Common Share is equal to orless than the closing market price plus estimated per share fees (which include any applicable brokeragecommissions the Plan Agent is required to pay) (such condition often referred to as a “premium”), the Plan Agentwill invest the Dividend amount in Newly Issued Common Shares on behalf of the Participants. The number ofNewly Issued Common Shares to be credited to each Participant’s account will be determined by dividing thedollar amount of the Dividend by the NAV per Common Share on the payment date; provided that, if the NAV isless than or equal to 95% of the closing market value on the payment date, the dollar amount of the Dividend willbe divided by 95% of the closing market price per Common Share on the payment date. If, on the payment datefor any Dividend, the NAV per Common Share is greater than the closing market price per share plus per sharefees (such condition referred to as a “market discount”), the Plan Agent will invest the Dividend amount inCommon Shares acquired on behalf of the Participants in Open-Market Purchases.

In the event of a market discount on the payment date for any Dividend, the Plan Agent (or Plan Agent’sbroker) will have until the last business day before the next date on which the Common Shares trade on an “ex-dividend” basis or 30 days after the payment date for such Dividend, whichever is sooner (the “Last PurchaseDate”), to invest the Dividend amount in Common Shares acquired in Open-Market Purchases. Open-marketpurchases may be made on any securities exchange where Common Shares are traded, in the over-the-countermarket or in negotiated transactions, and may be on such terms as to price, delivery and otherwise as the PlanAgent shall determine. It is contemplated that the Fund will pay quarterly Dividends. If, before the Plan Agenthas completed its Open-Market Purchases, the market price per Common Share exceeds the NAV per CommonShare, the average per Common Share purchase price paid by the Plan Agent may exceed the NAV of theCommon Shares, resulting in the acquisition of fewer Common Shares than if the Dividend had been paid inNewly Issued Common Shares on the Dividend payment date. Because of the foregoing difficulty with respect toOpen-Market Purchases, the Dividend Reinvestment Plan provides that if the Plan Agent is unable to invest thefull Dividend amount in Open-Market Purchases during the purchase period or if the market discount shifts to amarket premium during the purchase period, the Plan Agent may cease making Open-Market Purchases and mayinvest the uninvested portion of the Dividend amount in Newly Issued Common Shares at the NAV per CommonShare at the close of business on the Last Purchase Date provided that, if the NAV is less than or equal to 95% ofthe then current market price per Common Share; the dollar amount of the Dividend will be divided by 95% ofthe market price on the payment date.

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The Plan Agent maintains all Participants’ accounts in the Dividend Reinvestment Plan and furnisheswritten confirmation of all transactions in the accounts, including information needed by Participants for taxrecords. Common Shares in the account of each Participant will be held by the Plan Agent on behalf of theParticipant in book entry form in the Plan Agent’s name or the Plan Agent’s nominee. Each shareholder proxywill include those Common Shares purchased or received pursuant to the Dividend Reinvestment Plan. The PlanAgent will forward all proxy solicitation materials to Participants and vote proxies for Common Shares heldunder the Dividend Reinvestment Plan in accordance with the instructions of the Participants.

In the case of shareholders such as banks, brokers or nominees which hold shares for others who are thebeneficial owners, the Plan Agent will administer the Dividend Reinvestment Plan on the basis of the number ofCommon Shares certified from time to time by the record shareholder and held for the account of beneficialowners who participate in the Dividend Reinvestment Plan.

Any stock dividends or split of Common Shares distributed by the Fund on Common Shares held by thePlan Agent for Participants will be credited to their accounts. In the event that the Fund makes available to itsstockholders rights to purchase additional Common Shares or other securities, the Common Shares held for eachParticipant under the Plan will be added to other Common Shares held by the Participant in calculating thenumber of rights to be issued to each Participant.

The Plan Agent’s fees for the handling of the reinvestment of dividends and distributions will be paid bythe Fund. However, each Participant will pay a per Common Share (currently $.05) fee incurred in connectionwith Open Market Purchases. The automatic reinvestment of Dividends will not relieve Participants of anyFederal, state or local income tax that may be payable (or required to be withheld) on such dividend. If aParticipant elects by telephone, Internet or written notice to the Plan Agent to have the Plan Agent sell all or apart of his or her Common Shares and remit the proceeds to the Participant, the Plan Agent is authorized todeduct a $15 sales fee per trade and a per share brokerage commission of $.12 from such proceeds. All perCommon Share fees include any applicable brokerage commissions the Plan Agent is required to pay.

If a Participant elects by telephone, Internet or written notice to the Plan Agent to have the Plan Agent sellall or a part of his or her Common Shares and remit the proceeds to the Participant, the Plan Agent will processall sale instructions received no later than five (5) business days after the date on which the order is received.Such sale will be made through the Plan Agent’s broker on the relevant market and the sale price will not bedetermined until such time as the broker completes the sale. In each case, the price to each Participant shall bethe weighted average sale price obtained by the Plan Agent’s broker net of fees for each aggregate order placedby the Plan Agent and executed by the broker. To maximize cost savings, the Plan Agent will seek to sellCommon Shares in round lot transactions. For this purpose the Plan Agent may combine a Participant’s CommonShares with those of other selling Participants.

Each Participant may terminate his or her account under the Plan by so notifying the Plan Agent bytelephone, through the Internet or in writing prior to the dividend record date. Such termination will be effectiveimmediately if received by the Plan Agent prior to any dividend or distribution record date; otherwise suchtermination or resumption will be effective with respect to any subsequently declared dividend or otherdistribution. Upon any withdrawal or termination, the Plan Agent will cause to be delivered to each terminatingParticipant a statement of holdings for the appropriate number of the Fund’s whole book-entry Common Sharesand a check for the cash adjustment of any fractional share at the market value per Common Share as of the closeof business on the day the termination is effective less any applicable fee.

The Fund reserves the right to amend or terminate the Plan upon notice in writing to each Participant atleast 30 days prior to any record date for the payment of any dividend or distribution by the Fund. There is nodirect service charge to Participants with regard to purchases in the Dividend Reinvestment Plan; however, theFund reserves the right to amend the Dividend Reinvestment Plan to include a service charge payable by theParticipants. Notice will be sent to Participants of any amendments as soon as practicable after such action by theFund.

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All correspondence from a registered owner of Common Shares concerning the Dividend ReinvestmentPlan should be directed to the Plan Agent at Computershare Trust Company, N.A, P.O. Box 30170, CollegeStation, TX 77842-3170, with overnight correspondence being directed to the Plan Agent at Computershare TrustCompany, N.A, 211 Quality Circle, Suite 210, College Station, TX 77845. Participants who hold their CommonShares through a broker or other nominee should direct correspondence or questions concerning the DividendReinvestment Plan to their broker or nominee.

Anti-Takeover Provisions

The Declaration of Trust includes provisions that could have the effect of limiting the ability of otherentities or persons to acquire control of the Fund or to change the composition of the Board of Trustees. Thiscould have the effect of depriving shareholders of an opportunity to sell their shares at a premium over prevailingmarket prices by discouraging a third party from seeking to obtain control over the Fund. Such attempts couldhave the effect of increasing the expenses of the Fund and disrupting the normal operation of the Fund. TheBoard of Trustees is divided into three classes, with the terms of one class expiring at each annual meeting ofshareholders. At each annual meeting, one class of Trustees is elected to a three-year term. This provision coulddelay for up to two years the replacement of a majority of the Board of Trustees. Any Trustee may be removedwith or without cause at any time by a written instrument signed by at least a majority of the then Trustees,specifying the effective date of removal. Any Trustee may be removed at any meeting of the shareholders by avote of at least two-thirds of the Outstanding Shares entitled to vote for the election of such Trustee.

In addition, the Fund’s Declaration of Trust requires the favorable vote of the majority of the entire Boardof Trustees, and the holders of not less than seventy-five percent (75%) of Shares outstanding and entitled to votethereon to approve, adopt or authorize certain transactions, including: a merger or consolidation or shareexchange of the Fund with or into any person or company; the issuance or transfer by the Fund of the Fund’sshares to any Principal Shareholder (as defined below) for cash, securities or other property (or combinationthereof) having an aggregate fair market value of $5,000,000 or more (except as may be made pursuant to apublic offering, the Fund’s dividend reinvestment plan or upon exercise of any stock subscription rights); a sale,lease, exchange, mortgage, pledge, transfer or other disposition of Fund assets to or with any PrincipalShareholder, having an aggregate fair market value of $5,000,000 or more (except in the ordinary course ofbusiness or in connection with a credit facility); the dissolution, liquidation or termination of the Fund; theissuance of any securities of the Fund to any Principal Shareholder for cash (except as part of an offering inwhich the Principal Shareholder has no special right to participate as compared to other holders of the same classof Shares, or investors at large); or any shareholder proposal regarding specific investment decisions made or tobe made with respect to Fund assets. For purposes of these provisions, a “Principal Shareholder” refers to anycorporation, person or other entity who, whether directly or indirectly and whether alone or together with itsAffiliates and Associates (as defined in the Declaration of Trust), beneficially owns 5% or more of theoutstanding shares of the Fund. Notwithstanding anything to the contrary, so long as each action is approved byboth a majority of the entire Board of Trustees and seventy-five percent (75%) of the Continuing Trustees, and solong as all other conditions and requirements, if any, provided for in the By-Laws and applicable law have beensatisfied, then except to the extent such shareholder vote or consent is required by the 1940 Act or other federallaw or hereafter authorized by any agreement between the Fund and any national securities exchange, if any, noshareholder vote or consent shall be necessary or required to approve such transactions. Continuing Trustee shallmean any member of the Board of Trustees who either (a) has been a member of the Board of Trustees for aperiod of at least thirty-six months (or since the commencement of the Trust’s operation, if less than thirty-sixmonths) or (b) was nominated to serve as a member of the Board of Trustees by a majority of the ContinuingTrustees then members of the Board of Trustees.

For the purposes of calculating “a majority of the outstanding voting securities” under the Fund’sDeclaration of Trust, as defined in the 1940 Act, “a majority of the outstanding voting securities” of the Fundmeans the vote of (i) 67% or more of the Shares of the Fund present at a meeting, if the holders of more than50% of the outstanding Shares of the Fund are present or represented by proxy, or (ii) more than 50% of theShares of the Fund, whichever is less.

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The Board of Trustees has determined that provisions with respect to the Board of Trustees and theshareholder voting requirements described above, which voting requirements are generally greater than theminimum requirements under Delaware law or the 1940 Act, are in the best interests of shareholders generally.Reference should be made to the Declaration of Trust on file with the SEC for the full text of these provisions.

The Fund’s Bylaws generally require that advance notice be given to the Fund in the event a shareholderdesires to nominate a person for election to the Board of Trustees or to transact any other business at an annualmeeting of shareholders. Notice of any such nomination or business must be delivered to or received at theprincipal executive offices of the Fund not less than 120 calendar days nor more than 150 calendar days prior tothe first anniversary date of the proxy statement for the preceding year’s annual meeting (subject to certainexceptions). Any notice by a shareholder must be accompanied by certain information as provided in the Bylaws.Reference should be made to the Bylaws on file with the SEC for the full text of these provisions.

Conversion to Open-End Fund

The Trustees may at any time propose conversion of the Fund to an open-end management investmentcompany depending upon their judgment as to the advisability of such action in light of circumstances thenprevailing. In considering whether to submit an open-ending proposal to shareholders, the Trustees mightconsider, among other factors, any differences in operating expenses between open-end and a closed-end fundlike the Fund (due to the expenses of standing ready to effect redemptions), the potentially adverse taxconsequences once a fund is open-ended (including the potential requirement to liquidate investments in MLPs tofund redemptions, which could result in the recognition of income to the Fund), the liquidity of the Fund’sportfolio and the impact of open-ending on portfolio management policies. Approval of conversion of the Fundto an open-end investment company requires the affirmative vote or consent of a majority of the entire Board ofTrustees and the holders of not less than seventy-five percent (75%) of Shares outstanding and entitled to votethereon. Such approval is in addition to any vote or consent of the shareholders otherwise required by law.Notwithstanding anything to the contrary, so long as the conversion of the Fund to an open-end investmentcompany is approved by both a majority of the entire Board of Trustees and seventy-five percent (75%) of theContinuing Trustees, and so long as all other conditions and requirements, if any, provided for in the By-Lawsand applicable law have been satisfied, then except to the extent such shareholder vote or consent is required bythe 1940 Act or other federal law or hereafter authorized by any agreement between the Fund and any nationalsecurities exchange, if any, no shareholder vote or consent shall be necessary or required to approve thetransaction.

Shareholders of an open-end investment company may require the company to redeem their shares at anytime (except in certain circumstances as authorized by or under the 1940 Act) at their next computed NAV lessany redemption charge as might be in effect at the time of redemption. If the Fund is converted to an open-endmanagement investment company, it could be required to liquidate portfolio securities to meet requests forredemption. The Fund may have to limit its holdings of illiquid securities and the inflows and outflows of open-end fund shares may alter the options strategies that the Fund may use. If the Fund were to experience significantredemptions as an open-end fund, the decrease in total assets could result in a higher expense ratio andinefficiencies in portfolio management. In this regard, the Fund could reserve the right to effect redemptions in-kind with portfolio securities, which would subject redeeming shareholders to transaction costs in liquidatingthose securities. The Fund may also impose a redemption fee.

Closed-End Fund Structure

The Fund is a non-diversified, closed-end management investment company with no operating history(commonly referred to as a closed-end fund). Closed-end funds differ from open-end funds (which are generallyreferred to as mutual funds) in that closed-end funds generally list their shares for trading on a stock exchangeand do not redeem their shares at the request of the shareholder. This means that if you wish to sell your sharesof a closed-end fund you must trade them on the stock exchange like any other stock at the prevailing marketprice at that time. In a mutual fund, if the shareholder wishes to sell shares of the fund, the mutual fund willredeem or buy back the shares at NAV. Also, mutual funds generally offer new shares on a continuous basis to

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new investors, and closed-end funds generally do not. The continuous inflows and outflows of assets in a mutualfund can make it difficult to manage the Fund’s investments. By comparison, closed-end funds are generally ableto stay more fully invested in securities that are consistent with their investment objectives, and also have greaterflexibility to make certain types of investments, and to use certain investment strategies, such as financialleverage and investments in illiquid securities.

Shares of closed-end funds frequently trade at a discount to their NAV. Because of this possibility and therecognition that any such discount may not be in the interest of shareholders, the Board of Trustees mightconsider from time to time engaging in open-market repurchases, tender offers for shares or other programsintended to reduce the discount. We cannot guarantee or assure, however, that the Board of Trustees will decideto engage in any of these actions. Nor is there any guarantee or assurance that such actions, if undertaken, wouldresult in the shares trading at a price equal or close to NAV per share. See “Additional Information About theFund—Repurchase of Common Shares,” below and “Shares of the Fund” in the SAI. The Board of Trusteesmight also consider converting the Fund to an open-end mutual fund, which would also require a vote of theshareholders of the Fund.

Repurchase of Common Shares

Shares of closed-end investment companies often trade at a discount to their NAV, and the Fund’sCommon Shares may also trade at a discount to their NAV, although it is possible that they may trade at apremium above NAV. The market price of the Fund’s Common Shares will be determined by such factors asrelative demand for and supply of such Common Shares in the market, the Fund’s NAV, general market andeconomic conditions and other factors beyond the control of the Fund. See “Net Asset Value” and “AdditionalInformation About the Fund—Description of Shares.” Although the Fund’s common shareholders will not havethe right to redeem their Common Shares, the Fund may take action to repurchase Common Shares in the openmarket or make tender offers for its Common Shares. This may have the effect of reducing any market discountfrom NAV.

There is no assurance that, if action is undertaken to repurchase or tender for Common Shares, such actionwill result in the Common Shares’ trading at a price which approximates their NAV. Although share repurchasesand tenders could have a favorable effect on the market price of the Fund’s Common Shares, you should beaware that the acquisition of Common Shares by the Fund will decrease the capital of the Fund and, therefore,may have the effect of increasing the Fund’s expense ratio and decreasing the asset coverage with respect to anyPreferred Shares outstanding. Any share repurchases or tender offers will be made in accordance with therequirements of the Securities Exchange Act of 1934, as amended, the 1940 Act and the NYSE or other principalstock exchange on which the Common Shares are traded. For additional information, see “Shares of the Fund” inthe SAI.

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NET ASSET VALUE

In accordance with procedures adopted by the Board of Trustees of the Fund, the NAV per Common Shareof the Fund is calculated by subtracting the Fund’s liabilities (including accrued expenses, dividends payable andany borrowings of the Fund), and the liquidation value of any outstanding Preferred Shares of the Fund from theFund’s total assets (the value of the securities the Fund holds plus cash or other assets, including interest accruedbut not yet received) and dividing the result by the total number of Common Shares of the Fund outstanding.

All securities are valued on each Business Day as of the close of regular trading on the NYSE (normally,but not always, 4:00 p.m. Eastern Standard time) or such other time as the NYSE or NASDAQ market mayofficially close. The term “Business Day” means any day the NYSE is open for trading, which is Mondaythrough Friday except for holidays. The NYSE is closed on the following holidays: New Year’s Day, MartinLuther King, Jr. Day, Washington’s Birthday (observed), Good Friday, Memorial Day, Independence Day, LaborDay, Thanksgiving Day and Christmas Day.

Portfolio securities of the Fund for which market quotations are readily available are valued as follows:(i) securities listed on any U.S. or foreign stock exchange or on NYSE or NASDAQ will be valued at the last saleprice, or the official closing price, on the exchange or system in which they are principally traded on thevaluation date. If there is no sale on the valuation day, securities traded will be valued at the closing bid price, orif a closing bid price is not available, at either the exchange or system-defined close price on the exchange orsystem in which such securities are principally traded. If the relevant exchange or system has not closed by theabove-mentioned time for determining the Fund’s net asset value, the securities will be valued at the last saleprice or official closing price, or if not available at the bid price at the time the net asset value is determined;(ii) over-the-counter securities not quoted on NASDAQ will be valued at the last sale price on the valuation dayor, if no sale occurs, at the last bid price at the time net asset value is determined; (iii) equity securities for whichno prices are obtained under sections (i) or (ii) including those for which a pricing service supplies no exchangequotation or a quotation that is believed by the portfolio manager/trader to be inaccurate, will be valued at theirfair value in accordance with procedures approved by the Board of Trustees; (iv) fixed income securities, withthe exception of short term securities with remaining maturities of 60 days or less, will be valued using evaluatedprices provided by a recognized pricing service (e.g., Interactive Data Corp., Reuters, etc.) or dealer-suppliedquotations; (v) fixed income securities for which accurate market quotations are not readily available are valuedby the Investment Adviser based on valuation models that take into account various factors such as spread anddaily yield changes on government or other securities in the appropriate market (i.e. matrix pricing); (vi) short-term fixed income securities with a remaining maturity of 60 days or less are valued at amortized cost, which theTrustees have determined to approximate fair value; (vii) investments in open-end registered investmentcompanies (excluding investments in ETFs) are valued based on the NAV of those registered investmentcompanies (which may use fair value pricing as discussed in their prospectus); and (viii) all other instruments,including those for which a pricing service supplies no exchange quotation or a quotation that is believed by theportfolio manager/trader to be inaccurate, will be valued in accordance with the valuation procedures approvedby the Board of Trustees.

The Fund is treated as a regular corporation, or “C” corporation, for U.S. federal income tax purposes.Accordingly, the Fund is subject to U.S. federal income tax on its taxable income at the Corporate Tax Rate aswell as state and local income taxes. In calculating the Fund’s NAV, the Fund will, among other things, accountfor its current taxes and deferred tax liability and/or asset balances. The Fund may accrue a deferred income taxliability balance at the Corporate Tax Rate, plus an estimated state and local income tax rate, for its future taxliability associated with the capital appreciation of its investments and the distributions received by the Fund onequity securities of MLPs considered to be return of capital and for any net operating gains. Any deferred taxliability balance will reduce the Fund’s NAV. The Fund may also accrue a deferred tax asset balance, whichreflects an estimate of the Fund’s future tax benefit associated with net operating losses and unrealized losses.Any deferred tax asset balance will increase the Fund’s NAV. To the extent the Fund has a deferred tax assetbalance, consideration is given as to whether or not a valuation allowance, which would offset the value of someor all of the deferred tax asset balance, is required. The Fund will rely to some extent on information provided byMLPs, which may not be provided to the Fund on a timely basis, to estimate the Fund’s current taxes and

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deferred tax liability and/or asset balances for purposes of financial statement reporting and determining itsNAV. The daily estimate of the Fund’s current taxes and deferred tax liability and/or asset balances used tocalculate the Fund’s NAV could vary dramatically from the Fund’s actual tax liability or benefit, and, as a result,the determination of the Fund’s actual tax liability or benefit may have a material impact on the Fund’s NAV.From time to time, the Fund may modify its estimates or assumptions regarding its current taxes and deferred taxliability and/or asset balances as new information becomes available, which modifications in estimates orassumptions may have a material impact on the Fund’s NAV.

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TAXATION

As with any investment, you should consider how your investment in the Fund will be taxed. The taxinformation below is provided as general information. More tax information is available in the SAI. You shouldconsult your tax advisor about the federal, state, local or foreign tax consequences of your investment in theFund. Except as otherwise noted, the tax information provided assumes that you are a U.S. Shareholder (asdefined below).

Unless your investment is through an IRA or other tax-advantaged account, you should consider thepossible tax consequence of Fund distributions and the sale of your Fund Shares.

Certain U.S. Federal Income Tax Matters

The following is a general summary of certain U.S. federal income tax considerations affecting the Fund andinvestors in the Fund. This discussion does not purport to be complete or to deal with all aspects of federal incometaxation that may be relevant to you in light of your particular circumstances or to investors who are subject tospecial rules, such as banks, thrift institutions and certain other financial institutions, real estate investment trusts,regulated investment companies, insurance companies, brokers and dealers in securities or currencies, certainsecurities traders, S corporations, individual retirement accounts, certain tax-deferred accounts or foreign investors.

Unless otherwise noted, this discussion assumes that you are a U.S. Shareholder and that you hold Fundshares as capital assets. For purposes of this summary, a “U.S. Shareholder” means a beneficial owner of theFund’s shares that, for U.S. federal income tax purposes, is (i) an individual who is a citizen or resident of theU.S., (ii) a corporation or other entity taxable as a corporation created in or organized under the laws of the U.S.or any state of the U.S., (iii) an estate the income of which is subject to U.S. federal income tax regardless of itssource, or (iv) a trust if (A) a U.S. court is able to exercise primary supervision over the administration of suchtrust and one or more U.S. persons have the authority to control all substantial decisions of such trust or (B) thetrust has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person. If apartnership holds shares, the U.S. federal income tax treatment of a partner in such partnership generally willdepend upon the status of the partner and the activities of the partnership. Partners of partnerships that holdshares should consult their own tax advisors.

The following discussion is based upon the Internal Revenue Code, Treasury Regulations, judicialauthorities, published positions of the IRS and other applicable authorities, all as in effect on the date of thisprospectus and all of which are subject to change or differing interpretations (possibly with retroactive effect).No ruling has been or will be sought from the IRS regarding any matter discussed in this prospectus. Counsel tothe Fund has not rendered any legal opinion regarding any tax consequences relating to the Fund or yourinvestment in the Fund. No assurance can be given that the IRS would not assert, or that a court would notsustain, a position contrary to any of the tax information set out below.

Tax matters are complicated, and the tax consequences of an investment in and holding of the Fund’sshares will depend on the particular facts of each investor’s situation. You are advised to consult your own taxadvisors with respect to the application to your own circumstances of the general federal income tax rulesdescribed below and with respect to other federal, state, local or foreign tax consequences to you before makingan investment in the Fund’s shares.

Federal Income Taxation of the Fund.

Although the Internal Revenue Code generally provides that a regulated investment company does not payan entity-level income tax, provided that it distributes all or substantially all of its income, the Fund does notmeet current tests for qualification as a regulated investment company under Subchapter M of the InternalRevenue Code because of the fact that most or substantially all of the Fund’s investments will consist ofinvestments in certain MLPs intended to be treated as partnerships for federal income tax purposes. Theregulated investment company tax rules therefore do not apply to the Fund or to its shareholders. As a result, theFund is treated as a corporation for federal and state income tax purposes, and will pay federal and state incometax on its taxable income.

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The Fund invests primarily in MLPs, which generally are intended to be treated as partnerships for federalincome tax purposes. As a partner in the MLPs, the Fund must report its allocable share of the MLPs’ taxableincome or loss in computing the Fund’s taxable income or loss, regardless of the extent (if any) to which theMLPs make distributions. Based upon a review of the historic results of the type of MLPs in which the Fundintends to invest, the Fund expects that the cash flow received by the Fund with respect to its MLP investmentswill generally exceed the taxable income allocated to the Fund (and this excess generally will not be currentlytaxable to the Fund but, rather, will result in a reduction of the Fund’s adjusted tax basis in each MLP asdescribed in the following paragraph). This is the result of a variety of factors, including significant non-cashdeductions, such as accelerated depreciation. Past performance is not necessarily an indication of future resultsand there is no assurance that the Fund’s expectation regarding the tax character of MLP distributions will berealized. If this expectation is not realized and cash distributions are less than the taxable income allocated to theFund, there may be greater tax expense borne by the Fund and less cash available to distribute to shareholders orto pay to expenses.

The Fund will be subject to U.S. federal income tax at the regular corporate income tax rates on the Fund’sshare of any taxable income from the investment in MLPs or other securities (including taxable dividend incomethe Fund receives with respect to investments in entities classified as “C” corporations for U.S. federal incometax purposes) and on gain recognized by the Fund on the sale of any of its investments. As explained above, cashdistributions from an MLP to the Fund that exceed the Fund’s allocable share of such MLP’s net taxable incomewill reduce the Fund’s adjusted tax basis in the equity securities of the MLP. These reductions in the Fund’sadjusted tax basis in the MLP equity securities will increase the amount of gain (or decrease the amount of loss)recognized by the Fund on a subsequent sale of the securities of an MLP.

The Fund’s allocable share of certain percentage depletion deductions and intangible drilling costs of theMLPs in which the Fund invests may be treated as items of tax preference for purposes of calculating the Fund’salternative minimum taxable income. Such items may increase the Fund’s alternative minimum taxable incomeand increase the likelihood that the Fund may be subject to the alternative minimum tax.

Federal Income Taxation of Holders of the Fund’s Shares—U.S. Shareholders

Receipt of Distributions.

Distributions made to you by the Fund will generally constitute taxable dividends to the extent of yourallocable share of the Fund’s current or accumulated earnings and profits, as calculated for federal income taxpurposes. Generally, a corporation’s earnings and profits are computed based upon taxable income, with certainspecified adjustments. As explained above, based upon the historic performance of the types of MLPs in whichthe Fund intends to invest, the Fund anticipates that the distributed cash from the MLPs generally will exceed theFund’s share of the MLPs’ taxable income. Consequently, the Fund anticipates that only a portion of the Fund’sdistributions will be treated as dividend income to you. However, there can be no assurance that theseexpectations will be realized. If these expectations are not realized, a greater portion of distributions to theFund’s common shareholders would be treated as a taxable dividend, as opposed to a return of capital for taxpurposes. To the extent that distributions to you exceed your allocable share of the Fund’s current andaccumulated earnings and profits, your basis in the Fund’s shares with respect to which the distribution is madewill be reduced, which will increase the amount of gain (or decrease the amount of loss) realized upon asubsequent sale or redemption of such shares. To the extent you hold such shares as a capital asset and have nofurther basis in the shares to offset the distribution, you will report the excess as capital gain.

Because the Fund will invest a substantial portion of its assets in MLPs, special rules will apply to thecalculation of the Fund’s earnings and profits. For example, the Fund’s earnings and profits will be calculatedusing the straight-line depreciation method rather than the accelerated depreciation method. This difference intreatment may, for example, result in the Fund’s earnings and profits being higher than the Fund’s taxableincome in a particular year if the MLPs in which the Fund invests calculate their income using accelerateddepreciation. Because of these differences, the Fund may make distributions in a particular year out of earningsand profits (treated as dividends) in excess of the amount of the Fund’s taxable income for such year.

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Distributions to you from the Fund treated as dividends under the foregoing rules generally will be taxableas ordinary income to you but are generally expected to be treated as “qualified dividend income” to eligibletaxpayers. Qualified dividend income received by individuals and other noncorporate shareholders is taxed atlong-term capital gain rates, which currently reach a maximum of 15%, or, for certain high income individuals,20%. For a dividend to constitute qualified dividend income, the shareholder generally must hold the sharespaying the dividend for more than 60 days during the 121-day period beginning 60 days before the ex-dividenddate, although a longer period may apply if the shareholder engages in certain risk reduction transactions withrespect to the common stock.

In addition to constituting qualified dividend income to noncorporate investors, such dividends areexpected to be eligible for the dividends received deduction available to corporate shareholders of the Fund underSection 243 of the Internal Revenue Code. However, corporate shareholders of the Fund should be aware thatcertain limitations apply to the availability of the dividends received deduction, including rules which limit thededuction in cases where (i) certain holding period requirements are not met, (ii) a corporate shareholder of theFund is obligated (e.g., pursuant to a short sale) to make related payments with respect to positions insubstantially similar or related property, or (iii) the corporate shareholder’s investment in shares of the Fund isfinanced with indebtedness. Corporate shareholders of the Fund should consult their own tax advisors regardingthe application of these limitations to their particular situations.

If you participate in the Fund’s automatic Dividend Reinvestment Plan, upon the Fund’s payment of adividend to you, you will be treated for federal income tax purposes as receiving a taxable distribution from theFund in an amount equal to (i) if newly issued shares are issued under the Dividend Reinvestment Plan, the fairmarket value of the shares issued to you under the plan or (ii) if reinvestment is made through open-marketpurchases under the Dividend Reinvestment Plan, the amount of cash allocated to the shareholder for thepurchase of shares on its behalf on the open market. The portion of such a distribution that is treated as dividendincome will be determined under the rules described above.

Sales of Shares.

Upon a sale of your shares to a third party, you generally will recognize capital gain or loss equal to thedifference between the cost of your shares and the amount you receive when you sell them. Any such capital gainor loss will be a long-term capital gain or loss if you held the shares for more than one year at the time ofdisposition. Long-term capital gains of noncorporate shareholders of the Fund (including individuals) arecurrently subject to U.S. federal income taxation at a maximum rate of 15%, or, for certain high incomeindividuals, 20%. The deductibility of capital losses for both corporate and non-corporate shareholders of theFund is subject to limitations under the Internal Revenue Code.

Investment by Tax-Exempt Investors and Regulated Investment Companies.

Employee benefit plans and most other organizations exempt from federal income tax, including individualretirement accounts and other retirement plans, are subject to federal income tax on their unrelated businesstaxable income, or UBTI. Because the Fund is a corporation for federal income tax purposes, an owner of theFund’s shares will not report on its federal income tax return any items of income, gain, loss and deduction thatare allocated to the Fund from the MLPs in which the Fund invests. Moreover, dividend income from, and gainfrom the sale of, corporate stock generally does not constitute UBTI unless the corporate stock is debt-financed.Therefore, a tax-exempt investor will not have UBTI attributable to its ownership, sale, or the redemption of theFund’s shares unless its ownership is debt-financed. In general, shares are considered to be debt-financed if thetax-exempt owner of the shares incurred debt to acquire the shares or otherwise incurred a debt that would nothave been incurred if the shares had not been acquired. Similarly, the income and gain realized from aninvestment in the Fund’s shares by an investor that is a regulated investment company will constitute qualifyingincome for the regulated investment company.

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Foreign, State and Local Taxes.

It is possible that the Fund may be liable for foreign, state and local taxes payable in the country, state orlocality in which it is a resident or doing business or in a country, state or locality in which an MLP in which theFund invests conducts or is deemed to conduct business. In addition, the Fund may be subject to foreign taxes onits income (possibly including, in some cases, capital gains) from foreign securities. Tax conventions betweencertain countries and the United States may reduce or eliminate such taxes in some cases.

Medicare Tax.

An additional 3.8% Medicare tax is imposed on certain net investment income (including ordinarydividends received from the Fund and net gains from redemptions or other taxable dispositions of Fund shares)of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in thecase of an individual) or “adjusted gross income” (in the case of an estate or trust) exceed certain thresholdamounts.

Cost Basis Reporting.

Recent legislation requires reporting of adjusted cost basis information for covered securities, whichgenerally include shares of a C corporation such as the Fund, to the Internal Revenue Service and to taxpayers.Shareholders should contact their financial intermediaries with respect to reporting of cost basis and availableelections for their accounts.

You should consult your own tax advisor about federal, state and local tax consequences in light of yourparticular tax situation.

Federal Income Taxation of Holders of the Fund’s Shares—Non-U.S. Shareholders

For purposes of this summary, the term “Non-U.S. Shareholder” means a beneficial owner of the Fund’sshares that is not a U.S. Shareholder.

Dividends to Non-U.S. Shareholders generally will be subject to U.S. federal withholding tax at the rate of30% unless the tax is reduced or eliminated pursuant to a tax treaty or the dividends are effectively connectedwith a U.S. trade or business of the shareholder.

Any capital gain realized by a Non-U.S. Shareholder upon a sale of shares of the Fund will generally not besubject to U.S. federal income or withholding tax unless (i) the gain is effectively connected with theshareholder’s trade or business in the U.S., or in the case of a shareholder who is a nonresident alien individual,the shareholder is present in the U.S. for 183 days or more during the taxable year and certain other conditionsare met or (ii) the Fund is or has been a U.S. real property holding corporation, as defined below, at any timewithin the five-year period preceding the date of disposition of the Fund’s shares or, if shorter, within the periodduring which the Non-U.S. Shareholder has held the Common Shares. Generally, a corporation is a U.S. realproperty holding corporation if the fair market value of its U.S. real property interests, as defined in the InternalRevenue Code and applicable regulations, equals or exceeds 50% of the aggregate fair market value of itsworldwide real property interests and its other assets used or held for use in a trade or business. The Fund maybe, or may prior to a Non-U.S. Shareholder’s disposition of shares become, a U.S. real property holdingcorporation. If the Fund is or becomes a U.S. real property holding corporation, so long as the Fund’s CommonShares are regularly traded on an established securities market (such as the NYSE), only a Non-U.S. Shareholderwho holds or held (at any time during the shorter of the five year period preceding the date of disposition or theholder’s holding period) more than 5% (directly or indirectly as determined under applicable attribution rules ofthe Code) of the Fund’s Common Shares will be subject to United States federal income tax on the disposition ofCommon Shares.

Any Non-U.S. Shareholder who is described in one of the foregoing cases is urged to consult his, her or itsown tax advisor regarding the U.S. federal income tax consequences of the redemption, sale, exchange or otherdisposition of shares of the Fund.

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Non-U.S. shareholders of the Fund may also be subject to U.S. estate tax with respect to their shares of theFund.

Effective July 1, 2014, the Fund will be required to withhold U.S. tax (at a 30% rate) on payments ofdividends and (effective January 1, 2017) redemption proceeds made to certain non-U.S. entities that fail tocomply (or be deemed compliant) with extensive new reporting and withholding requirements designed to informthe U.S. Department of the Treasury of U.S.-owned foreign investment accounts. Shareholders may be requestedto provide additional information to enable the Fund to determine whether withholding is required.

Each Non-U.S. Shareholder should consult his, her or its own tax advisor regarding the U.S. and non-U.S.tax consequences of ownership of the Fund’s shares and receipt of distributions from the Fund.

Backup Withholding

Federal regulations generally require the Fund to withhold and remit to the U.S. Treasury a “backupwithholding” tax with respect to dividends and the proceeds of any redemption paid to you if you fail to furnishthe Fund or the Fund’s paying agent with a properly completed and executed IRS Form W-9, W-8BEN,W-8BEN-E or other applicable form. Furthermore, the Service may notify the Fund to institute backupwithholding if the Service determines that your TIN is incorrect or if you have failed to properly report taxabledividends or interest on a federal tax return. A TIN is either the Social Security number or employeridentification number of the record owner of the account. Any tax withheld as a result of backup withholdingdoes not constitute an additional tax imposed on the record owner of the account and may be claimed as a crediton the record owner’s federal income tax return. The backup withholding rate is currently 28%.

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UNDERWRITING

Subject to the terms and conditions stated in the Fund’s underwriting agreement dated September , 2014,each underwriter named below, for which Merrill Lynch, Pierce, Fenner & Smith Incorporated, MorganStanley & Co. LLC, UBS Securities LLC, Wells Fargo Securities, LLC and Citigroup Global Markets Inc. areacting as representatives, has severally agreed to purchase, and the Fund has agreed to sell to such underwriter,the number of Common Shares set forth opposite the name of such underwriter.

UnderwriterNumberof Shares

Merrill Lynch, Pierce, Fenner & SmithIncorporated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Morgan Stanley & Co. LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .UBS Securities LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Wells Fargo Securities, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Citigroup Global Markets Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Goldman, Sachs & Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Barclays Capital Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Oppenheimer & Co. Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .RBC Capital Markets, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Stifel, Nicolaus & Company, Incorporated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .BB&T Capital Markets, a division of BB&T Securities, LLC . . . . . . . . . . . . . . . . . .Robert W. Baird & Co. Incorporated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .J.J.B. Hilliard, W.L. Lyons, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Janney Montgomery Scott LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Ladenburg Thalmann & Co. Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Maxim Group LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Newbridge Securities Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Pershing LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Southwest Securities, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .J.P. Turner & Company, L.L.C. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Wedbush Securities Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Wunderlich Securities, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

The underwriting agreement provides that the obligations of the underwriters to purchase the CommonShares included in this offering are subject to approval of certain legal matters by counsel and certain otherconditions. The underwriters are obligated, severally and not jointly, to purchase all the Common Shares soldunder the underwriting agreement if any of the Common Shares are purchased.

In the underwriting agreement, the Fund and the Investment Adviser have agreed to indemnify theunderwriters against certain liabilities, including liabilities arising under the Securities Act or to contribute topayments the underwriters may be required to make for any of these liabilities.

Commissions and Discounts

The underwriters propose to initially offer some of the Common Shares directly to the public at the publicoffering price set forth on the cover page of this prospectus and some of the Common Shares to certain dealers atthe public offering price less a concession not in excess of $.60 per Common Share. The sales load investors inthe Fund will pay of $.90 per Common Share is equal to 4.5% of the initial offering price. After the initial publicoffering the concession and discount may be changed. Investors must pay for any Common Shares purchased onor before , 2014.

118

The following table shows the public offering price, estimated offering expenses, sales load and proceeds,to the Fund. The information assumes either no exercise or full exercise by the underwriters of their option topurchase additional Common Shares.

Per Share Without Option With Option

Public offering price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $20.00 $ $Sales load . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $.90 $ $Estimated offering expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $.04 $ $Proceeds, after expenses, to the Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $19.06 $ $

The fees described below under “—Other Relationships,” other than fees paid to, and out-of-pocketexpenses incurred by, certain registered personnel of Goldman Sachs that are reimbursed by the Fund asdescribed below, are not reimbursable to the Investment Adviser by the Fund, and therefore are not reflected inexpenses payable by the Fund in the table above.

The expenses of the offering are estimated at $.04 per Common Share and are payable by the Fund.Offering expenses paid by the Fund may include reimbursement to the Investment Adviser or its affiliates forexpenses incurred in connection with the offering. The Investment Adviser has agreed to pay (i) allorganizational expenses of the Fund and (ii) the offering expenses of the Fund (other than the sales load) thatexceed $.04 per Common Share.

At the Fund’s request, the underwriters (including Goldman Sachs) will make available Common Sharesfor sale in this offering to certain portfolio managers at the offering price of $20.00 per Common Share.

Option to Purchase Additional Common Shares

The Fund has granted the underwriters an option to purchase up to additional Common Shares at the publicoffering price, less the sales load, within 45 days from the date of this prospectus. If the underwriters exercisethis option to purchase additional Common Shares, each will be obligated, subject to conditions contained in theunderwriting agreement, to purchase a number of additional Common Shares proportionate to that underwriter’sinitial amount set forth in the table above.

Price Stabilization, Short Positions and Penalty Bids

Until the distribution of the Common Shares is complete, SEC rules may limit underwriters and sellinggroup members from bidding for and purchasing Common Shares. However, the representatives may engage intransactions that stabilize the price of the Common Shares, such as bids or purchases to peg, fix or maintain thatprice.

If the underwriters create a short position in the Common Shares in connection with the offering (i.e., ifthey sell more Common Shares than are listed on the cover of this prospectus), the representatives may reducethat short position by purchasing Common Shares in the open market. The representatives may also elect toreduce any short position by exercising all or part of the option to purchase Common Shares described above.The underwriters may also impose a penalty bid, whereby selling concessions allowed to syndicate members orother broker-dealers in respect of the Common Shares sold in this offering for their account may be reclaimed bythe syndicate if such Common Shares are repurchased by the syndicate in stabilizing or covering transactions.Purchases of the Common Shares to stabilize their price or to reduce a short position may cause the price of theCommon Shares to be higher than it might be in the absence of such purchases.

Neither the Fund nor any of the underwriters makes any representation or prediction as to the direction ormagnitude of any effect that the transactions described above may have on the price of the Common Shares. Inaddition, neither the Fund nor any of the underwriters makes any representation that the representatives willengage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

119

The Fund has agreed not to offer or sell any additional Common Shares for a period of 180 days after thedate of the underwriting agreement without the prior written consent of the underwriters, except for the sale ofthe Common Shares to the underwriters pursuant to the underwriting agreement.

The Common Shares will be sold so as to ensure that the NYSE distribution standards (i.e., round lots,public shares and aggregate market value) will be met.

Other Relationships

The Investment Adviser (and not the Fund) has agreed to pay from its own assets to Merrill Lynch, Pierce,Fenner & Smith Incorporated a structuring fee for advice relating to the design and organization of the Fund aswell as for services related to the sale and distribution of the Common Shares in an amount equal to 1.25% of thetotal price to the public of the Common Shares sold in this offering. The total amount of these structuring feepayments to will not exceed 1.25% of the total price to the public of the Common Shares sold in this offering.

The Investment Adviser (and not the Fund) may also pay certain qualifying underwriters, including thosenamed below, a structuring fee, a sales incentive fee or additional compensation in connection with the offering.The total amounts of these payments paid to any such qualifying underwriter will not exceed 1.5% of the totalprice of the Common Shares sold by that underwriter in this offering.

The Investment Adviser (and not the Fund) has agreed to pay to each of Morgan Stanley & Co. LLC, UBSSecurities LLC, Wells Fargo Securities, LLC, Citigroup Global Markets Inc. and RBC Capital Markets, LLC.from its own assets, a structuring fee for advice relating to the structure, design and organization of the Fund aswell as services related to the sale and distribution of the Common Shares in the amount of $ , $ ,$ , $ and $ , respectively. If the option to purchase additional Common Shares is notexercised, the structuring fee paid to Morgan Stanley & Co. LLC, UBS Securities LLC, Wells Fargo Securities,LLC, Citigroup Global Markets Inc. and RBC Capital Markets, LLC. will not exceed %, %,

%, % and %, respectively, of the total price to the public of the Common Shares sold inthis offering.

As part of the Fund’s payment of the Fund’s offering expenses, the Fund has agreed to pay expensesrelated to the fees and disbursements of counsel to the underwriters, in an amount equal to $20,000 in theaggregate, in connection with, the review by the Financial Industry Regulatory Authority, Inc. of the terms of thesale of the Common Shares.

The sum total of all compensation to the underwriters in connection with this offering of the CommonShares will not exceed in the aggregate 9% of the total price to the public of the Common Shares sold in thisoffering.

Certain of the underwriters also have engaged in, and may in the future engage in, investment banking andother commercial dealings in the ordinary course of business with affiliates of the Fund, including the InvestmentAdviser.

The Fund anticipates that certain underwriters may from time to time act as brokers or dealers inconnection with the execution of the Fund’s portfolio transactions after they have ceased to be underwriters and,subject to certain restrictions, may act as brokers while they are underwriters.

The Investment Adviser has agreed to pay compensation to, and reimburse the reasonable and documentedout-of-pocket expenses incurred by, certain registered personnel of Goldman Sachs (a broker-dealer affiliate ofGSAM) who participate as wholesalers in the marketing of the Common Shares. The Fund will reimburse theInvestment Adviser for these fees and reimbursements, but only to the extent that such fees and reimbursementswhen added to all other Fund offering expenses (other than the sales load) do not exceed $.04 per CommonShare. The compensation and reimbursable expenses to Goldman Sachs will not exceed % of thetotal public offering price of the Common Shares.

120

The principal business address of Merrill Lynch, Pierce, Fenner & Smith Incorporated is One Bryant Park,New York, New York 10036. The principal business address of Morgan Stanley & Co. LLC is 1585 Broadway,New York, New York 10036. The principal business address of Wells Fargo Securities, LLC is 550 South TryonStreet, Charlotte, North Carolina 28202. The principal business address of UBS Securities LLC is 299 ParkAvenue, New York, New York 10171. The principal business address of Citigroup Global Markets Inc. is 388Greenwich Street, New York, New York 10013.

LEGAL MATTERS

Certain legal matters in connection with the Common Shares will be passed upon for the Fund by DechertLLP, New York, New York and for the underwriters by Clifford Chance US LLP, New York, New York.

CUSTODIAN AND TRANSFER AGENT

The Fund’s portfolio securities are held pursuant to a custodian agreement between the Fund and StateStreet. Under the custodian agreement, State Street performs custody, foreign custody manager and fundaccounting services.

Computershare serves as the Fund’s transfer agent, registrar and Plan Agent with respect to the CommonShares.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers LLP is the independent registered public accounting firm for the Fund and willaudit the Fund’s financial statements.

121

APPENDIX A

TABLE OF CONTENTS OF THESTATEMENT OF ADDITIONAL INFORMATION

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Investment Objective and Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Description of Investment Securities and Practices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3Investment Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30Trustees and Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31Management Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40Potential Conflicts of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46Portfolio Transactions and Brokerage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53Shares of the Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54Net Asset Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56Repurchase of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60Proxy Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65Appendix A Description of Securities Ratings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

A-1

Through and including , 2014 (25 days after the date of this prospectus), all dealers effectingtransactions in these securities, whether or not participating in this offering, may be required to deliver aprospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters andwith respect to their unsold allotments or subscriptions.

Shares

Goldman Sachs MLP and Energy Renaissance FundCommon Shares$20.00 per Share

PROSPECTUS

BofA Merrill LynchMorgan Stanley

UBS Investment BankWells Fargo Securities

CitigroupGoldman, Sachs & Co.

BarclaysOppenheimer & Co.

RBC Capital MarketsStifel

BB&T Capital MarketsBaird

J.J.B. Hilliard, W.L. Lyons, LLCJanney Montgomery Scott

Ladenburg ThalmannMaxim Group LLC

Newbridge Securities CorporationPershing LLC

Southwest SecuritiesJ.P. Turner & Company, L.L.C.

Wedbush Securities Inc.Wunderlich Securities

, 2014

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