InfraREIT, Inc. (NYSE:HIFR) Files An 8-K Amendment to Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics

Item5.05.

The information included in Item8.01 of this Current Report on
Form 8-K, to the extent that the approval described therein could
be considered a waiver from a provision of the Code of Business
Conduct and Ethics (the Code of Ethics) of InfraREIT, Inc. (the
Company), is incorporated herein by reference.

Effective as of November28, 2016, David A. Campbell, who is the
President and Chief Executive Officer of the Company, was
appointed as Chief Executive Officer of Sharyland Utilities, L.P.
(Sharyland), which is the sole tenant of the Companys subsidiary,
Sharyland Distribution Transmission Services, L.L.C. Mr.Campbell
will also assume the title of President of Sharyland on
February1, 2017. The Company believes that Mr.Campbells new role
at Sharyland will facilitate enhanced coordination and execution
by the Company and Sharyland on a variety of matters that are key
to their mutual success.

Also on November28, 2016, Hunt Consolidated, Inc. (HCI) granted
Mr.Campbell 91,586 common units (the Common Units) of InfraREIT
Partners, LP (the Operating Partnership) that were previously
held by HCIs subsidiary. The Common Units vest ratably over a
four-year period beginning on January31, 2018, subject to
continual service by Mr.Campbell with HCI or an affiliate
thereof, and, to the Operating Partnerships partnership
agreement, are redeemable for cash or, at the Companys election,
shares of the Companys common stock on a one-for-one basis.
Mr.Campbell does not own any equity in Sharyland.

The Company is updating the risk factors previously disclosed in
the Companys periodic reports filed with the Securities and
Exchange Commission (the Commission) by supplementing the first
paragraph of the first risk factor appearing under the caption
Risks Related to Related Party Transactions and Conflicts of
Interest in Item1A of the Companys Annual Report on Form 10-K for
the year ended December31, 2015, as filed with the Commission on
March3, 2016, as follows:

Mr.Campbell serves or will serve, as applicable, as President and
Chief Executive Officer of Sharyland, our sole tenant.
Accordingly, Mr.Campbell, and our other officers and other
employees of Hunt Manager, each of whom report, either directly
or indirectly, to Mr.Campbell, may consider the interests of
Sharyland in any negotiations regarding our leases or in other
transactions that we undertake with Sharyland. Additionally,
Mr.Campbells duties to us as a director and officer may conflict
with his duties to Sharyland.

The Companys Code of Ethics generally prohibits conflicts of
interest on the part of directors, officers and employees of the
Company, including employees and key personnel of the Companys
external manager and tenants. On November28, 2016, the
Compensation, Nominating and Corporate Governance Committee and
Conflicts Committee of the Companys

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Board of Directors approved the appointment of Mr.Campbell as
President and Chief Executive Officer of Sharyland and, to the
extent of any conflict, established an exception under the Code
of Ethics for his service in such capacity. The foregoing
approval is of a type contemplated by the terms of the Code of
Ethics.

Forward-Looking Statements

This report contains forward-looking statements within the
meaning of the federal securities laws. These statements state
the current expectations or intentions of the Company regarding
future events, which, by their nature, involve known and unknown
risks and uncertainties. Factors that could cause actual results
to differ materially from those contemplated above include, among
others, the risks and uncertainties discussed from time to time
in the Companys filings with the Commission. Any forward-looking
statement made by the Company in this report is based only on
information currently available to the Company and speaks only as
of the date on which it is made. The Company undertakes no
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise, other than as required by applicable law.

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About InfraREIT, Inc. (NYSE:HIFR)

InfraREIT, Inc. is a real estate investment trust. The Company owns electric transmission and distribution (T&D) assets in Texas. Its segment is rate-regulated electric T&D assets. The Company’s T&D assets are located in the Texas Panhandle near Amarillo; the Permian Basin in and around Stanton, Central Texas; around Brady, Northeast Texas; in and around Celeste, and South Texas near McAllen. Its assets include competitive renewable energy zones (CREZ) assets, which include approximately 300 miles of 350 kilovolts (kV) transmission lines and designated collection stations; S/B/C assets, which include approximately 12,300 miles of overhead distribution lines and underground distribution lines, transmission lines and substations; McAllen assets; Stanton Transmission Loop assets, which include approximately 350 miles of 140 kV transmission lines and connected substations, and Electric Reliability Council of Texas (ERCOT) Transmission assets. It is managed by Hunt Utility Services, LLC.

InfraREIT, Inc. (NYSE:HIFR) Recent Trading Information

InfraREIT, Inc. (NYSE:HIFR) closed its last trading session 00.00 at 17.45 with 360,176 shares trading hands.